Recitals Contract Clauses (958)

Recitals. The foregoing Recitals are true and correct and are incorporated herein by reference.

Recitals. The Recitals set forth above are hereby incorporated into this Agreement as if fully set forth herein.

Recitals. ZAGG Inc, a Nevada corporation (together with its successors and assigns, the "Borrower"), is entering into that certain Credit and Security Agreement, dated as of March 3, 2016, with the lenders from time to time party thereto (together with their respective successors and assigns, collectively, the "Lenders" and, individually, each a "Lender") and the Administrative Agent (as the same may from time to time be amended, restated or otherwise modified, the "Credit Agreement"). The Pledgor desires... that the Lenders grant to the Borrower the financial accommodations as described in the Credit Agreement. The Pledgor, a subsidiary of the Borrower whose financing is provided by the Loans and Letters of Credit as each term is defined in the Credit Agreement, deems it to be in the direct pecuniary and business interests of the Pledgor that the Borrower obtain from the Lenders the Commitment, as defined in the Credit Agreement, and the Loans and Letters of Credit provided for in the Credit Agreement. The Pledgor understands that the Lenders are willing to enter into the Credit Agreement and grant the financial accommodations provided for in the Credit Agreement only upon certain terms and conditions, one of which is that the Pledgor grant to the Administrative Agent, for the benefit of the Lenders, a security interest in the Collateral, as hereinafter defined, and this Agreement is being executed and delivered in consideration of the Lenders entering into the Credit Agreement and each financial accommodation granted to the Borrower by the Lenders, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged. View More

Recitals. 2.1 Guarantor is the parent of Attitude Beer Holding Co., a Delaware corporation ("Subsidiary"). 2.2 The Loans are and will be evidenced by certain Secured Convertible Promissory Notes (collectively, "Note" or the "Notes") issued by Subsidiary on, about or after the date of this Guaranty pursuant to those certain Securities Purchase Agreements dated at or about the date hereof ("Securities Purchase Agreements"). 2.3 In consideration of the Loans made and to be made by Lenders to Subsidiary and f...or other good and valuable consideration, and as security for the performance by Subsidiary of its obligations under the Notes and as security for the repayment of the Loans and all other sums due from Debtor to Lenders arising under the Notes (collectively, the "Obligations"), Guarantor, for good and valuable consideration, receipt of which is acknowledged, has agreed to enter into this Guaranty. 2.4 The Lenders have appointed Tarpon Bay Partners LLC as Collateral Agent pursuant to that certain Security Agreement dated at or about the date of this Agreement ("Security Agreement"), among the Lenders and Collateral Agent. 2.5 Upper case terms employed but not defined herein shall have the meanings ascribed to them in the Transaction Documents (as defined in the Securities Purchase Agreement). View More

Recitals. The recitations set forth in the preamble of this Agreement are true and correct and incorporated herein by this reference.

Recitals. The foregoing recitals are hereby incorporated by reference into this Agreement and made a part hereof.

Recitals. (a) I intend for this Sales Plan to comply with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Therefore, all provisions hereof will be interpreted consistent with Rule 10b5-1 and will be automatically modified to the extent necessary to comply therewith. (b) I am establishing this Sales Plan in order to permit the orderly disposition of a portion of the Shares that I acquired (or will acquire) pursuant to an award of restricted ...stock units, restricted stock or performance shares (each, an "Equity Award"). The Shares are being sold to provide the necessary proceeds to satisfy any Taxes if and when any tax withholding obligations arise, as well any broker or other fees associated with such sales. By adopting and entering into this Sales Plan, I agree and acknowledge that I may not satisfy such Taxes and associated broker and other fees by any means other than the sale of Shares pursuant to the terms and conditions of this Sales Plan. This Sales Plan will apply to the mandatory sale of Shares under all future Equity Awards received by me from the Company. (c) Unless otherwise defined herein, the terms in this Sales Plan will have the same defined meanings as in the Company's 2012 Equity Incentive Plan (the "Plan"). -10- 2. Representations, Warranties and Covenants. I hereby represent, warrant and covenant that: (a) I am not aware of any material nonpublic information concerning the Company or its securities. I am entering into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the United States federal securities laws. (b) Once vested, the Shares to be sold under this Sales Plan will be owned free and clear by me and are not subject to any liens, security interests or other encumbrances or limitations on disposition other than those imposed by Rule 144 under the Securities Act of 1933, as amended. (c) If I am an executive officer or director of the Company, I acknowledge that any filings required under Section 16 of the Exchange Act are my sole responsibility. (d) I am aware that in order for this Sales Plan to constitute a plan pursuant to Rule 10b5-1(c) of the Exchange Act, I must not enter into or alter a corresponding or hedging transaction with respect to the Shares. (e) I will not directly or indirectly communicate any information relating to the Company or the Company's securities to any employee of the Broker (defined below) or its affiliates who is directly or indirectly involved in executing this Sales Plan at any time while this Sales Plan is in effect. View More

Recitals. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity of this Supplemental Indenture.

Recitals. This Agreement shall constitute a Financing Document and the Recitals and each reference to the Credit Agreement, unless otherwise expressly noted, will be deemed to reference the Credit Agreement as amended hereby. The Recitals set forth above shall be construed as part of this Agreement as if set forth fully in the body of this Agreement and capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (including those capitalized term...s used in the Recitals hereto). View More

Recitals. The foregoing recitals are true and correct in all material respects and are hereby incorporated herein as a material part of this Agreement.