FAAC definition
Examples of FAAC in a sentence
In the event that the Members for any reason fail to make the payment contemplated in the previous sentence, then FAAC may bring an indemnification claim under ARTICLE IX.
If the Members or either of the Companies learns of any such action taken by a Representative, the Member(s) or Companies will immediately advise FAAC and provide the information specified herein.
To the extent that any FAAC Indemnitees prevail in a Direct Claim (or the Members’ Representative concedes (on behalf of the Members), or otherwise does not timely respond to a Direct Claim Notice made by FAAC) then the Direct Claim shall be satisfied from the General Indemnity Escrow (and the Escrow Agent shall pay to FAAC from the General Indemnity Escrow the amount of the Direct Claim) with no further action required by the Members, or the Members’ Representative.
FAAC, the Companies and the Members shall use this allocation to prepare and file Internal Revenue Service Form 8594 and any other tax returns, and no party to this Agreement may take any inconsistent position.
Execution, delivery and approval by FAAC of the New VTC Lease and delivery to and approval by FAAC of the VTC Lease Appraisal; or if either the New VTC Lease or VTC Lease Appraisal are not acceptable to FAAC, the termination of the VTC Lease Commitment and New VTC Lease.
To the extent that that there are Disclosure Schedule Update Losses, the FAAC Indemnitees shall be entitled to indemnification pursuant to Section 9.2, subject to the limitations of Section 9.2(f).
Any change in the Members’ Representative shall become effective only upon delivery of written notice of such change to FAAC.
The amount of any claims or losses subject to indemnification under Section 9.2(b) shall be calculated net of the present value of any Tax benefits to FAAC or its Affiliates (including the Companies after the Closing) resulting from the matter giving rise to the indemnification claim hereunder (computed at the highest effective marginal tax rates at which FAAC is then paying Taxes and limited to the extent that the Tax Benefits can be utilized by FAAC).
The Members shall jointly and severally indemnify FAAC for any and all liability, of any kind or nature related to the Signia Threatened Litigation (the forgoing indemnification to be deemed to be and treated as an Uncapped and Non-Threshold Indemnification for purposes of Section 9.2(f).
Within 10 days after receipt of Form 8594, the Members’ Representative shall notify FAAC whether it disagree with the proposed allocation and, if the Members’ Representative disagrees, the parties to this Agreement shall make a good faith attempt to reach an agreement.