BACKGROUND INFORMATION & RECITALS Clause Samples

BACKGROUND INFORMATION & RECITALS. 3.1 9908 New Town LLC is the fee simple owner of Tract 1A on the Effective Date and evidences its consent to entry into this Agreement by execution hereof. Developer is the sole manager and member of 9908 New Town LLC. Tract 1A is located within the corporate limits of the Village. 3.2 Tract 1A is zoned MHD-CO pursuant to Village of ▇▇▇▇▇▇ Conditional Rezoning Case No. CZ 2023-1 and associated rezoning site plan approved by the Village Council on August 31, 2023 (“Original Master Plan”). To facilitate development of Tract 1A, Developer and Village entered into a Development Agreement dated September 28, 2023 and recorded in Deed Book 8788, Page 720 of the Union County Public Registry (“Original Development Agreement”). 3.3 Owner is the fee simple owner of Tract 2 on the Effective Date and enters into this Agreement by execution hereof. Tract 2 is located within the corporate limits of the Village. Developer has an ownership interest in Tract 1B by virtue of having entered into a “Purchase and Sale Agreement” with the Owner and will become fee simple owner of Tract 1B upon closing on the purchase agreement. Owner will retain fee simple ownership of New Tract 2. The Property is located within the corporate limits of the Village 3.4 Tract 2 is zoned Single Family Residential-1 (“SFR-1”). Developer desires to expand its previously approved project and develop a commercial project on the Property as generally described in the Master Plan (the “Project”). Owner desires to develop New Tract 2 for commercial use in a manner consistent with, and complementary to, other uses and buildings developed on the Property. To permit Development of the Property for the Project, the Conditional Rezoning must be approved by the Village Council. 3.5 The purpose of this Agreement is to facilitate the Development (as defined herein) of the Property in a way that best realizes the benefits to the Parties. 3.6 The Development of the Property requires a major investment by the Developer and substantial commitment of resources to achieve the benefits of the Development for the Parties. The Developer will be unable to make and realize the benefits from such commitments without the assurances of the Village and Owner as provided by this Agreement. 3.7 The ▇▇▇▇▇▇ Heritage District Small Area Plan (the “Small Area Plan”) was adopted by the Village of ▇▇▇▇▇▇ Village Council (“Village Council”) on December 14, 2021 and amended on May 14, 2024. The Small Area Plan describes as a principle g...
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BACKGROUND INFORMATION & RECITALS. 3.1 9908 New Town LLC is the fee simple owner of the Property on the Effective Date. Developer is the sole manager and member of 9908 New Town LLC. The Property is located within the corporate limits of the Village. 3.2 Developer desires to develop a commercial project on the Property as generally described in the Master Plan attached as Exhibit B hereto (“Project”). To permit Development of the Property for the Project, the conditional rezoning and associated Master Plan must be approved by the Village Council. 3.3 The purpose of this Agreement is to facilitate the Development (as defined herein) of the Property in a way that best realizes the benefits to the Parties. 3.4 The Development of the Property requires a major investment by the Developer and substantial commitment of resources to achieve the benefits of the Development for the Parties. The Developer will be unable to make and realize the benefits from such commitments without the assurances of the City as provided by this Agreement. 3.5 The ▇▇▇▇▇▇ Heritage District Small Area Plan (the “Small Area Plan”) was adopted by the Village of ▇▇▇▇▇▇ Village Council on December 14, 2021 and describes as a principle goal the fostering of a village center that “pays tribute to our rural heritage, incorporates pedestrian oriented design, neighborhood uses and inter-connected greenways” Other goals include the establishment of a Municipal Service District for the Heritage District “to create revenue to use finds for certain installation and maintenance of infrastructure and amenities in the ▇▇▇▇▇▇ Heritage District”. 3.6 The associated Future Land Use Map to the Small Area Plan envisions use of the Property for Commercial Only purposes. 3.7 Without this Agreement, the Village will not be able to properly assure the provision of an efficient, effective, and practical overall plan for addressing the Development of the Property, including the protection of natural resources, the provision of open space and parkland, and commitments with respect to transit, greenways, multi‐ use paths, sidewalks, and road and other infrastructure improvements, as applicable. 3.8 After careful review and deliberation, the Village has determined and concluded that the above described Project on the Property complies with all statutory requirements and Current Regulations (unless otherwise provided herein), is consistent with the Small Area Plan and other adopted Village policies and that it is reasonable and in the public interest ...
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BACKGROUND INFORMATION & RECITALS a. JBM-HH has been providing police, fire, and emergency medical services at Fort ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and Arlington National Cemetery since its inception. Formatted: Font: Times New Roman SUBJECT: 9-1-1 Call Handling and Responsibilities SUBJECT: 9-1-1 Call Handling and Responsibilities b. Arlington County has been transferring 9-1-1 calls that it receives from JBM-HH to the JBM-HH dispatch and JBM-HH ECC has been dispatching police officers and firefighters to persons in need of such services; Arlington County continues to dispatch fire and emergency medical services. c. JBM-HH is working with the Emergency Management Modernization Program (EM2P) to design and field the Enhanced 9-1-1 system under EM2P task Order 0128, Deliverable 2, Final E9-1-1 Design and Fielding Package for JBM-HH, 28 November 2014. d. Recently, JBM-HH has worked with Arlington County to revise the Master Street Address Guide (MSAG), which is maintained by Verizon Communications, Inc. (Verizon), for Arlington County to include streets and roads located within the boundaries of JBM-HH and Arlington National Cemetery. Those revisions were accepted by all involved parties. e. JBM-HH has identified the specific location of all the telephones located at Fort ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and Arlington National Cemetery and has entered this Automatic Location Identification (ALI) data for each of those telephones into a JBM-HH database. JBM-HH is in the midst of mapping the ALI data for those wired telephones located at Fort ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and Arlington National Cemetery that are on the public switched telephone network.
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Related to BACKGROUND INFORMATION & RECITALS

  • Background Information The Adviser has entered into an Investment Adviser's Agreement with the Fund ("Investment Adviser's Agreement"). Pursuant to the Investment Adviser's Agreement, the Adviser has agreed to render investment advisory and certain other management services to all of the funds of the Fund, and the Fund has agreed to employ the Adviser to render such services and to pay to the Adviser certain fees therefore. The Investment Adviser's Agreement recognizes that the Adviser may enter into agreements with other investment advisers who will serve as fund managers to the funds.

  • Documentation and Information Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

  • Data and Information In furtherance of the authority contained in this Article 5, one or more of the Parties are authorized to obtain, compile, maintain, share, and exchange among themselves, or with one or more third parties, information related to any aspect of intermodal transport, equipment use, inland or marine terminals, operations, cargo throughput, transportation or traffic volumes, equipment use, and/or other information pertaining to matters authorized under this Article 5. Such information may include records, statistics, studies, compilations, projections, costs, data, and electronic or paper documents of any kind or nature whether prepared by a Party or the Parties or obtained from outside sources, relating to matters authorized by Article 5.

  • Access and Information The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

  • Reports and Information Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.