FCF Sample Clauses
FCF. The adoption of the new revenue recognition rules is expected to impact the Cash Taxes payable by the Company. Since FCF is impacted by Cash Taxes, the FCF goal will be adjusted to normalize the impact of Cash Taxes. The FCF results will be increased by the Cash Taxes paid for each fiscal year in the Performance Period and then divided by 128%. 128% represents the prior 5-year average (the average will be rounded to the nearest whole percentage) of pre-tax FCF as a percentage of FCF.
FCF. FCF agrees to indemnify Co-Venturer and its Representatives from and against the Losses incurred by FCF as a result of any claim. action. judgment or proceeding related to this Agreement.
FCF. FCF's contribution to the Joint Venture Entity shall be to provide expertise, an existinu, previously developed network of likely potential investors, access to various experienced industry contacts and knowledge on how to organize and raise funds for the Co-Venture's Project through the use of a private placement memorandum 144A offering (a "PPM") and in preparing relevant documentation. The intent is to raise approximately $400$450 million through the sale of collateralized five-year zero coupon bonds. The bonds shall be collateralized by a diversified portfolio of contestable and non-contestable senior life insurance policies carefully selected based on mutually agreed upon investment objectives (the "Policies). The portfolio of specific Policies shall be reserved upon remittance by the Venture of a nonrefundable down payment to the seller(s) of the Policies of approximately 1.5% of the agreed upon Policies purchase price. During the intervening period thereafter, any policies paid out will be replaced with other suitable policies until title to the Policies legally passes. FCF shall furnish Co-Venturer with an example of the Risk Factors section of a PPM from a prior similar, successful offering. FCF has represented that its unique, proprietary transaction structure is designed to achieve a value for the portfolio of Policies of approximately 50% of the principal amount of the zero coupon bonds issued from the 144A private offering. Although FCF will undertake its best efforts to select the right mix of policies, there can be no assurance that the actual value of the portfolio of policies will achieve that value. FCF itself, will not be involved in the offer. sale or purchase of' securities. and will not receive any compensation as a result of the offer or sale of securities, or in assisting the Joint Venture Entity to purchase securities if, in fact, the Joint Venture Entity does so.