R E C I T Clause Samples

R E C I T. A L S --------------- The Board has previously issued and sold $48,000,000 in aggregate principal amount of The Industrial Development Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds (▇▇▇▇ Coated Board Project), Series 1993A (the "Series 1993A Bonds") pursuant to a Trust Indenture dated as of June 1, 1993 (the "Original Indenture") from the Board to AmSouth Bank of Alabama (formerly AmSouth Bank, N.A.), as Trustee (the "Trustee"). The Board has used the proceeds of the sale of the Series 1993A Bonds for the payment of outstanding industrial development temporary borrowing notes (the "Notes") issued by the Board for the purpose of funding the acquisition, construction and installation of a coated natural kraft mill and related facilities (the "Project") in connection with certain industrial facilities located near Phenix City, Alabama. The Project is owned by the Board and leased to the Company pursuant to a Lease Agreement dated as of June 1, 1993 (the "Agreement"). The Agreement obligates the Company to make rental payments in such amounts and at such times as will provide for the payment of the principal and interest on the Series 1993A Bonds as the same becomes due and payable. Under Article IV of the Original Indenture, the Board is permitted to issue Additional Bonds (as defined in the Original Indenture) in order to pay additional Notes issued by the Board in connection with the Project. In that connection, the Board is issuing $88,000,000 in aggregate principal amount of Industrial Development Revenue Bonds (▇▇▇▇ Coated Board Project), Series 1995A (the "Series 1995A Bonds"), pursuant to the Indenture as supplemented by a First Supplemental Trust Indenture dated as of February 1, 1995 (the "First Supplemental Indenture") from the Board to the Trustee. The Indenture as supplemented by the First Supplemental Indenture is hereinafter referred to as the "Indenture".

R E C I T. A L S --------------- The Company desires to obtain the services of the Employee in the employment of the Company on the terms and subject to the conditions set forth in this Agreement, and the Employee desires to make his services available to the Company on the terms and subject to the conditions set forth in this Agreement.

R E C I T. A L S WHEREAS, pursuant to the Company's Stock Incentive Plan (the "Option Plan"), the Holder is a party to one or more Stock Option Agreements between the Company and the Holder pursuant to which the Holder has been granted options to purchase the number of shares of Class C Common Stock, par value $0.01 per share, of the Company (the "Class C Stock") set forth below such Holder's name on the signature page of such Stock Option Agreements;

R E C I T. A L S --------------- The Board has previously issued and sold $85,000,000 in aggregate principal amount of The Industrial Development Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds (▇▇▇▇ Coated Board Project), Series 1988A (the "Series 1988A Bonds"); $43,000,000 in aggregate principal amount of The Industrial Development Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds (▇▇▇▇ Coated Board Project), Series 1989A (the "Series 1989A Bonds"); $45,000,000 in aggregate principal amount of The Industrial Development Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds (▇▇▇▇ Coated Board Project), Series 1989B (the "Series 1989B Bonds"); $37,000,000 in aggregate principal amount of The Industrial Development Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds (▇▇▇▇ Coated Board Project), Series 1989C (the "Series 1989C Bonds"); $40,000,000 in aggregate principal amount of The Industrial Development Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds (▇▇▇▇ Coated Board Project), Series 1989D (the "Series 1989D Bonds") and $49,667,074 of The Industrial Development Board of the City of Phenix City, Alabama Industrial Development Revenue Bonds (▇▇▇▇ Coated Board Project), Series 1989E (the "Series 1989E Bonds") pursuant to a Trust Indenture dated as of December 1, 1988 (the "Original Indenture"), as supplemented by a First Supplemental Trust Indenture dated as of March 1, 1989, a Second Supplemental Trust Indenture dated as of April 1, 1989, a Third Supplemental Trust Indenture dated as of June 1, 1989, a Fourth Supplemental Trust Indenture dated as of July 1, 1989 and a Fifth Supplemental Trust Indenture dated as of December 1, 1989 (collectively, the "Indenture"), from the Board to AmSouth Bank N.A., as Trustee (the "Trustee"). The Board has used the proceeds of the sale of the Series 1988A Bonds, the Series 1989A Bonds, the Series 1989B Bonds, the Series 1989C Bonds, the Series 1989D Bonds and the Series 1989E Bonds for the payment of outstanding industrial development temporary borrowing notes (the "Notes") issued by the Board for the purpose of funding the acquisition, construction and installation of a coated natural kraft mill and related facilities (the "Project") in connection with certain industrial facilities located near Phenix City, Alabama. The Project is owned by the Board and leased to the Company pursuant to a L...

R E C I T. A L S ----------- CTI desires to engage CG, and CG desires to accept such engagement from CTI, to perform various financial and accounting services in accordance with generally accepted accounting principles (the "Services"), including, but not limited to, preparing financial statements for the years 2002 and 2003, forecasting and working with auditors for and on behalf of CTI. This Agreement contains the entire understandings between the Parties concerning the subject matter hereof, and all other agreements, understandings and documents are hereby merged into this Agreement and made a part hereof.

R E C I T. A L S --------------- The Seller desires to sell and transfer to the Purchaser, and the Purchaser desires to purchase from the Seller, those certain mortgage loans identified on Exhibit A hereto, including all servicing rights relating thereto --------- (the "Mortgage Loans") upon such terms as are set forth below. In consideration of the promises and the mutual agreements and undertakings set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

R E C I T. A L - - - - - - - The Company desires to employ Executive in the capacity hereinafter stated, and the Executive desires to enter into the employ of the Company in that capacity for the period and pursuant to the terms and conditions set forth herein.

R E C I T. A L S WHEREAS, the board of directors of Parent (the “Parent Board”) has determined that it is in the best interests of Parent and its stockholders to create a new publicly traded company that shall operate the Varex Business;

R E C I T. A L S -------------- A. The Investor has agreed to purchase from the Company, and the Company has agreed to sell to the Investor, shares of the Company's Common Stock (the "Common Stock") and a Warrant (the "Warrant") on the terms and conditions set forth in that certain Common Stock and Warrant Purchase Agreement, dated of even date herewith by and between the Company and the Investor (the "Purchase Agreement").