The "Recitals Incorporated" clause stipulates that the recitals, or preliminary statements, in a contract are included as integral parts of the agreement and can be used to interpret the intentions and context of the contract. This ensures that the background information and purposes outlined in the recitals hold legal significance and can influence how the contract is executed and understood.
Recitals Incorporated; Definitions. The foregoing recitals are true and correct and by this reference are incorporated herein. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
Recitals Incorporated. The Recitals set forth above are hereby ratified by Landlord and Tenant and are by this reference incorporated into this Amendment.
NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:
Recitals Incorporated; Definitions. The foregoing recitals are true and correct and by this reference are incorporated herein. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
Recitals Incorporated; Certain Defined Terms. The recitals set forth above are incorporated herein by this reference and shall be deemed terms and provisions hereof with the same force and effect as if fully set forth in this Section 1. Capitalized terms that are not otherwise defined herein shall be deemed to have the same meanings herein as are ascribed to such terms in the Employment Agreement.
Recitals Incorporated. The Recitals set forth above are incorporated herein by this reference and shall be deemed terms and provisions hereof with the same force and effect as if fully set forth in this Section.
Recitals Incorporated Into Agreement
Each of the Company, Seneca and GSRX hereto acknowledge and agree that the foregoing Recitals are accurate and form part of this Agreement.
“Recitals incorporated” refers to a clause within a legal contract where the preamble or recitals section is expressly made part of the contractual obligations. The recitals section typically provides background information, context, or the purpose of the agreement without being legally binding by default. By incorporating the recitals, parties ensure that the intentions and understandings outlined in this section have contractual effect.
When should I use Recitals Incorporated?
Incorporating recitals is useful when the parties to a contract want to ensure that the context, purposes, or preconditions described in the recitals are legally enforceable. This is particularly important when these recitals are crucial for interpreting the contract or ensuring clarity about the intentions and objectives of the parties. Use this provision to reinforce the significance of the background information and avoid disputes over its relevance.
How do I write Recitals Incorporated?
To write an effective “recitals incorporated” clause, you can include a specific statement within the contract that explicitly states that the recitals are part of the contractual obligations. Here is a typical example:
“The Recitals set forth above are incorporated herein by reference and made a part of this Agreement as if fully set forth herein.”
This statement should be clear and unambiguous to establish the parties’ intent to incorporate the recitals into the contract.
Which contracts typically contain Recitals Incorporated?
Contracts that frequently include a “recitals incorporated” clause are those where the background and context are particularly important for interpretation, assurance, and enforceability. These include:
Mergers and Acquisitions Agreements: Where understanding the purpose and background of the transaction is critical.
Partnership Agreements: To ensure clarity about the goals and intentions of the partnership.
Joint Venture Agreements: Where the preconditions and objectives outlined in the recitals directly affect the parties’ obligations.
Loan and Financing Agreements: Especially when the purpose of the loan is significant for determining how it should be used.
Incorporating the recitals can strengthen the enforceability and clarity of these agreements, reducing potential disputes related to the non-binding nature of standard recital sections.
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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.
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