Recitals, often found at the beginning of a contract, provide a background or context for the agreement, outlining the reasons and purpose behind its formation. These introductory statements help clarify the intent of the parties involved but are not typically enforceable provisions within the contract itself.
RECITALS. WHEREAS, each of Microvast, MPS, the CDH Investors, and RMB Investors entered into that certain Convertible Loan Agreement, dated November 2, 2018 (“Convertible Loan Agreement”), pursuant to which, among other things, the CL Investors (a) committed to make available to MPS a non-interest bearing term loan facility in an aggregate amount equal to the Total Commitments (as defined in the Convertible Loan Agreement) on one or more instalments as contemplated thereunder (collectively, “Convertible Loans”); (b) received certain repayment rights pursuant to Clause 4 of the Convertible Loan Agreement that require MPS to repay the outstanding Convertible Loans subject to the satisfaction of certain conditions, including obtaining certain government approvals (such rights, the “CL Repayment Rights”); and (c) received certain conversion rights pursuant to Clause 5 of the Convertible Loan Agreement that give the CL Investors the right to (i) convert the outstanding Convertible Loans into certain equity interests of MPS and (ii), following such conversion and upon issuance thereafter by Microvast of certain warrants to the CL Investors (such warrants, “CL Warrants”), exchange such equity interests of MPS into shares of certain preferred stock of Microvast in accordance with the terms of the CL Warrants, in each case, subject to the satisfaction of certain conditions, including obtaining certain government approvals (such rights, “CL Conversion Rights”);
“CL Repayment Rights” has the meaning set forth in the recitals.
RECITALS WHEREAS, Endo is a public limited company organized under the laws of the Republic of Ireland with corporate offices in Malvern, Pennsylvania.
Recitals. Seller and Purchaser are parties to that certain Membership Interest Purchase Agreement dated January 29, 2020 (the “Agreement”), for the purchase and sale of the Membership Interests. Unless otherwise defined herein, capitalized terms shall have the meaning assigned to them in the Agreement.
NOW THEREFORE, for and in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, it is agreed that:
Incorporation of Recitals. The recitals set forth above are incorporated herein by reference as if set forth fully herein.
RECITALS A. The General Partner is the general partner of the Partnership and owns (i) all of the General Partner Interest (as defined in the Current Partnership Agreement (as defined below)) in the Partnership and (ii) all of the Incentive Distribution Rights (as defined in the Current Partnership Agreement) in the Partnership (“IDRs”).
“Founder Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.
RECITALS WHEREAS, the Company has 5,750,000 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be forfeited to the Company for no consideration depending on the extent to which the Underwriters of the Company’s initial public offering (the “Offering”) exercise their over-allotment option;
A Recital is a preliminary statement in a contract or legal document that sets the context and purpose of the agreement. Recitals serve as an introduction and provide the background information necessary to understand the intentions of the parties involved. They help clarify the premises and objectives underlying the agreement, without containing operative provisions or enforceable obligations.
Recitals are typically used at the beginning of a contract to offer background insights and explain the circumstances leading to the agreement. Use recitals when you need to:
Including recitals is beneficial when the agreement’s context is complex, and a summary will aid comprehension and interpretation.
When writing a recital, follow these guidelines:
Be Clear and Concise: Use straightforward language to communicate the essential background information.
Maintain Neutral Tone: Recitals should not include subjective opinions or interpretations.
Structure Properly: Start with phrases like “WHEREAS” or “RECITALS” to introduce each statement, followed by the specific background information.
Use Full Sentences: Ensure that each recital is a complete sentence for clarity.
Align with Contract Terms: Ensure the recitals match and do not contradict the operative terms of the contract.
Example:
WHEREAS, Company A is engaged in the business of manufacturing electronic components;
WHEREAS, Company B desires to purchase certain components from Company A under the terms specified herein;
WHEREAS, the parties wish to establish a mutually beneficial business relationship.
Recitals are commonly found in various types of contracts, including but not limited to:
In these contracts, recitals assist in framing the agreement and ensuring that all parties have a shared understanding of its context and purpose.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
Redemption rights are provisions that allow shareholders or investors to require a company to repurchase their shares under certain conditions, often at a predetermined price. These rights are typically found in financing agreements or shareholder agreements and provide an exit strategy for investors while offering a measure of protection against unforeseen circumstances.
The redemption clause in a contract specifies the terms and conditions under which one party can reclaim or repurchase assets or securities, often at a predetermined price or within a specific timeframe. This clause is commonly found in financial agreements and bonds, providing structured guidelines for exiting or altering investments.
A refundable deposit clause requires a party to provide an upfront payment that is held as security for the duration of the contract. Upon fulfillment of the contract terms or conditions specified, this deposit is returned to the depositor, ensuring protection against non-compliance or potential damages.
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