THE RECITALS Sample Clauses
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THE RECITALS. The essential facts relied on by Bank, Ally and Dealership as true and complete, and giving rise to this Agreement, are as follows:
A. From time to time, Dealership has and/or intends to acquire one or more used automobiles, trucks, cars, vans, motor vehicles, and/or other vehicles (together with all accessories, accessions, additions and attachments to such vehicles, the “Vehicle(s)”) from one or more manufacturer, distributor, dealer, auctioneer, merchant, customer, broker, seller, or other supplier (“Vehicle Seller(s)”), for the principal purpose of selling or leasing them to retail customers in the ordinary course of business.
B. To enable Dealership to acquire Vehicles and hold them in inventory, Dealership wants the Ally Parties to provide Dealership with wholesale inventory floorplan finance accommodations by (i) advancing the purchase price of the Vehicles directly to the Vehicle Sellers; (ii) advancing funds to other third parties who are not Vehicle Sellers; or (iii) by loaning money directly to Dealership for Vehicles that were previously purchased from Vehicle Sellers by Dealership (collectively, “Inventory Financing”). (Vehicles acquired with or held as a result of Inventory Financing may be referred to as “Inventory Financed Vehicles.”)
C. Bank is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement.
D. Ally is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement.
E. Dealership is a wholly owned subsidiary of Vroom. The Ally Parties would not enter into this Agreement but for Vroom’s guaranty of Dealership’s indebtedness and obligations to the Ally Parties. Additionally, certain material covenants and obligations of Dealership under this Agreement must be performed by Vroom rather than Dealership. Accordingly, Vroom is a party to this Agreement with respect to certain limited provisions.
F. The Inventory Financing will be governed by the terms of this Agreement. Accordingly, this Agreement sets forth the rights and duties between Bank and Dealership and between Ally and Dealership concerning Inventory Financing, including establishment of a credit line by which inventory financing advances may be made by either or both of the Ally Parties, payment of principal, interest, and other charges, the grant of security interests in collateral, and other terms and conditions. It is a composition of various alternatives available to...
THE RECITALS. The parties hereto acknowledge and agree that the above Recitals are true and correct in all respects and that the same are incorporated herein and made a part hereof by reference.
THE RECITALS. Simultaneously with the execution of this Agreement, Parent, Merger Sub and Shamir Optical Industry Ltd., a company organized under the laws of the State of Israel (the “Company”), have entered into an Agreement and Plan of Merger and Reorganization (as the same may be amended from time to time, the “Merger Agreement”), which provides, among other things, for the merger (the “Merger”) of Merger Sub with and into the Company upon the terms and subject to the conditions set forth therein;
THE RECITALS. The Recitals are a part of this Agreement.
THE RECITALS. Buyer and Seller acknowledge that the Recitals are accurate and that they are a part of this Agreement.
THE RECITALS herein form part of this Agreement in as full and effective a manner as if incorporated herein as numbered clauses.
THE RECITALS. The essential facts relied on by Bank, Ally, Dealership and Vroom as true and complete, and giving rise to this Amendment, are as follows:
A. The Ally Parties, Dealership and Vroom are parties to an Inventory Financing and Security Agreement, effective as of March 6, 2020 (the “IFSA”).
B. The parties to this Amendment desire to amend the IFSA as outlined in this Amendment.
THE RECITALS. In the part between the title and the numbered sections, insert your business name in [Company, LLC or Individual]. The remainder of the Agreement uses the word “Company” so that you only need to change your business name here and at the signature line. When you bring on a new client, insert the client’s name where it says [Client Name]. Client Name can be an individual, business name, or LLC. The remainder of the Agreement uses the word “Client” throughout.
THE RECITALS. The parties acknowledge and agree that the facts stated in the recitals above are true and correct and the parties incorporate such recitals in this Agreement as a part thereof for all purposes.
THE RECITALS. A. The Offtaker is a corporate statutory body duly established under the Electricity Act, Cap 180, Laws of Fiji (amend if the Offtaker is not FEA) and is engaged in the generation, transmission, distribution and sale of electrical energy in Fiji.
B. The purpose of the [IPP Project Company] will be to build, own and operate this electrical generation facility as described in Schedule 1.
C. The [IPP Project Company] wishes to sell the energy output of the Facility to the Offtaker in accordance with the terms and conditions set forth in this Agreement; and D The Offtaker is agreeable to purchasing such energy output from [IPP Project Company] in accordance with the terms and conditions set forth in this agreement.