BACKGROUND STATEMENTS Sample Clauses
The Background Statements clause serves to provide context and set the stage for the agreement by outlining the relevant facts, intentions, or circumstances leading up to the contract. Typically, this section summarizes the parties' relationship, the purpose of the agreement, and any key events or understandings that are important for interpreting the contract. By clearly stating the background, this clause helps ensure that all parties share a common understanding of the contract's context, reducing the risk of misunderstandings or disputes about the agreement's intent.
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BACKGROUND STATEMENTS. The boards of directors of each of Buyer, Buyer Bank, Company, Company Bank and Merger Sub have (i) determined that this Agreement and the transactions contemplated herein are in the best interests of their respective corporations and shareholders; and (ii) adopted this Agreement;
BACKGROUND STATEMENTS. The background statements set forth above are true and correct and are incorporated herein by reference.
BACKGROUND STATEMENTS. The recitals set forth above are hereby incorporated into the operative provisions of this Agreement.
BACKGROUND STATEMENTS. Pages is the holder of all the issued and outstanding shares of capital stock of CA Short.
BACKGROUND STATEMENTS. Owner and the Manager (as a Member of Owner) have entered into certain agreements, of even date herewith, which will provide for sufficient capital to construct and thereafter operate a 40 million gallon per year dry mill ethanol plant on property owned by Owner (the "Facility"). Owner desires to contract with Manager for operating and management services for the Facility. Manager desires to provide these services having provided similar services in the construction and operation of such facilities in the past. This Agreement sets forth the responsibilities of the parties with respect to the Facility and its operation and management. Statement of Agreement
BACKGROUND STATEMENTS. The Parties previously entered into that certain Agreement and Plan of Merger, dated as of September 19, 2023 (the “Agreement”);
BACKGROUND STATEMENTS. Hospital and Vendor are parties to an agreement pursuant to which Vendor provides certain services to Hospital and, in connection with those services, Hospital discloses to Vendor certain information (“Protected Health Information” as further defined below) that is subject to protection under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Public Law 104-191; and
BACKGROUND STATEMENTS. The Partnership was formed for the purpose of providing mobile magnetic resonance imaging ("MR") service to hospitals.
BACKGROUND STATEMENTS. A. Concurrent with the execution of this Agreement, NBBK, the Bank, 1828 MS, Inc. (“Merger Sub”), a wholly-owned subsidiary of NBBK, Provident Bancorp, Inc. (“Seller”), and BankProv, a wholly owned subsidiary of Seller (“Seller Bank”), entered into an Agreement and Plan of Merger, dated as of June 5, 2025 (the “Merger Agreement”). The Merger Agreement provides for the merger of Merger Sub with and into Seller (the “Merger”), followed by the Merger of Seller with and into NBBK, and the merger of Seller Bank with and into the Bank. As used in this Agreement, the term “Effective Time” shall mean the time at which the Merger is effective, as provided in the Merger Agreement. Any capitalized term used in this Agreement and not otherwise defined shall have the meaning set forth in the Merger Agreement. B. Seller Bank and the Consultant are parties to that certain Employment Agreement, effective as of October 25, 2024 (the “Employment Agreement”), pursuant to which the Consultant serves as the President and Chief Executive Officer of Seller Bank. C. The Consultant is expected to provide executive expertise and market knowledge in the Seller Bank’s operating market based upon the Consultant’s experience and relationships with Seller Bank’s employees and customers. Additionally, the Company expects that the Consultant’s prior experience serving as an actual or de facto consultant after the acquisition of a community bank will provide benefits to the Company during the Term (defined below) by, among other things, helping to effectuate a smooth transition for the Company with both Seller Bank’s employees and customers and providing market intelligence regarding Seller Bank’s market. D. In the Severance Pay Agreement between the Company and the Consultant, dated as of June 5, 2025 (the “Severance Pay Agreement”), the Consultant and the Company agreed that the Consultant’s employment by Seller Bank and his positions as President and Chief Executive Officer of Seller Bank will be terminated as of the Closing Date (for purposes of this Agreement, the “Termination Date”).
BACKGROUND STATEMENTS. In connection with the employment of Employee by Employer, the parties have entered into an agreement dated May 18, 2004 (the “Employment Agreement”) which, among other things, provides for Employer to provide Employee with certain assistance pertaining to the relocation of Employee from his Current Residence to a new residence in the vicinity of Employer’s principal place of business (the “Relocation Assistance”); and