RECITALS AND REPRESENTATIONS Clause Samples

RECITALS AND REPRESENTATIONS. A. Assignor owns the right, title, and interest in and to the following (collectively the “Property”): United States Patent 6,636,732 issued on October 21, 2003 and the inventions therein described (“Invention”); The entire right, title and interest in said Invention in the above-identified United State patent and patent application and in all divisions, continuations and continuations-in-part of said application, or reissues or extensions of Letters Patent or Patents granted thereon, and in all corresponding applications filed in countries foreign to the United States, and in all patents issuing thereon in the United Stated and Foreign counties; The right to file foreign patent applications on said Invention in its own name, wherever such right may be legally exercised, including the right to claim the benefits of the International Convention for such applications; The entire right, title and interest to any and all developed ideas, trade secrets, confidential information, and copyrightable matter directly related to said Invention; and All extensions, modifications, new developments, improvements, supplements, technical data, scientific know-how, and all other property, legal, equitable, and contractual rights directly and indirectly relating to said Invention, whether now existing or hereafter arising. B. Assignor desires to transfer all of its claims, right, title and interest to any or all of the Property to Buyer, and Buyer desires to secure name.

RECITALS AND REPRESENTATIONS. The recitals, statements and representations contained herein, or in any Certificate (excluding the Trustee’s execution of the Certificates or any recitals or representations concerning the Trustee or its powers) shall not be taken or construed as made by the Trustee, and the Trustee neither assumes nor shall be under any responsibility for the correctness of the same.

RECITALS AND REPRESENTATIONS. The following recitals and representations constitute a part of this Agreement and the Contract: 1.1.1 Contractor represents that it is authorized to conduct business in the State of California, is authorized to provide the Services, is willing and able to so provide in accordance with the Contract, and is authorized to enter into the Contract. 1.1.2 FCSS is a local public agency duly organized and operating in the State of California, and is authorized to enter into the Contract. 1.1.3 The Contract will be paid, in part or in whole, with federal grant funds and is subject to applicable federal laws, regulations, and requirements. The Contract is entered into in accordance with Section 200.320 of Title 2 of the Code of Federal Regulations. 1.1.4 By the Contract, the Parties desire to set forth the terms and conditions upon which Contractor shall perform those obligations required of Contractor and FCSS shall pay Contractor therefor, and to set forth other rights and obligations of the Parties.

RECITALS AND REPRESENTATIONS. Sub-Base Lease and Facilities Agreement 13 Section 2.2. Payments 13 Section 2.3. Assignment and Conveyance 13 Section 2.4. Powers and Trusts Granted 14 Section 2.5. Other Security Documents 14 Section 2.6. Purpose of Corporation; Certain Covenants 14

RECITALS AND REPRESENTATIONS. 1.1.1 Cyber High is an on-line comprehensive electronic high school curriculum owned and maintained by FCSS (collectively “Cyber High”). 1.1.2 FCSS maintains Cyber High and the Cyber High Products to serve schools and their teachers, administrators, staff, and Students. Cyber High offers an additional education opportunity for Students who wish to accelerate their education, including high-risk Students, credit recovery, Students in continuation schools, alternative education, home schooling, adult Students, mobile Student populations, and incarcerated populations. 1.1.3 Cyber High is available to schools and other entities that purchased or for whom a purchase has been made of one or more Cyber High Products. All Cyber High Products are provided at reasonable fees intended to provide for the cost of developing and maintaining the Cyber High Products and related administration and support services. 1.1.4 Each Party represents and warrants to the other Party that: (A) it has the power and authority to enter into this Agreement and is permitted by applicable laws to enter into this Agreement; and (B) it has and will comply with all applicable laws in the access and use of the Cyber High Products and performance of its obligations under this Agreement, and in particular applicable federal and California laws and regulations, including the Family Educational Rights and Privacy Act (FERPA), regarding Student records, Student privacy, and the use and disclosure of Student records and information. 1.1.5 By this Agreement, the Parties desire to set forth the terms and conditions upon which FCSS shall provide to Client, and Client shall compensate FCSS for, one or more of the Cyber High Products as marked on the Cover, and to set forth the Parties’ rights and obligations relating to the Cyber High Products and this Agreement.

RECITALS AND REPRESENTATIONS. Sublessor is a Tenant under that certain lease agreement dated September 27, 1991 by and between Reyn▇▇▇▇ ▇▇▇als Development Company, a Delaware corporation ("Landlord") and Sublessor as Tenant. The lease agreement and existing rules and regulations, if any, are attached hereto and made a part hereof as Exhibit A and referred to as the "Lease".

RECITALS AND REPRESENTATIONS. SECTION 2.1. Base Lease and Facilities Agreement 8 SECTION 2.2. Acquisition Payments 8 SECTION 2.3. Assignment and Conveyance 8 SECTION 2.4. Powers and Trusts Granted 8 SECTION 2.5. Other Security Documents 9 SECTION 2.6. Contract Documents 9

RECITALS AND REPRESENTATIONS. 2.1. Ontario and Dealership are parties to that certain “Agreement for Purchase of Operating Covenant and Operating Covenant” (“Original Agreement”) dated May 6, 1997 for reference purposes. All initially capitalized terms used, but not otherwise defined, herein shall have the meaning for such terms as set forth in the Original Agreement.

RECITALS AND REPRESENTATIONS. All of the above recitals and representations are true and correct, and each of them is incorporated by this reference into the Agreement.