FCL Bank definition
Examples of FCL Bank in a sentence
Neither FCLF nor any FCLF Subsidiary has engaged in a transaction, or omitted to take any action, with respect to any FCL Bank Compensation and Benefit Plan that would reasonably be expected to subject FCLF or any FCLF Subsidiary to an unpaid tax or penalty imposed by either Section 4975 of the Code or Section 502 of ERISA.
Except as set forth in FCLF Disclosure Schedule 5.15, neither FCLF, FCL Bank nor any FCL Bank Subsidiary is a party to any transaction (including any loan or other credit accommodation) with any Affiliate of FCLF.
FCLF and FCL Bank shall have performed all obligations and complied in all material respects with all agreements or covenants to be performed or complied with by each of them at or prior to the Effective Time, and Partners shall have received a certificate signed on behalf of FCLF by the Chief Executive Officer and Secretary of FCLF to such effect dated as of the Effective Time.
Any employee, consultant, contractor, officer, or director of Partners or Partners Bank who is eligible to participate in the FCLF ESOP will be treated as a new hire of FCLF or FCL Bank, as the case may be, for purposes of the FCLF ESOP and must qualify under the terms and conditions of the FCLF ESOP with respect to eligibility, vesting, and such other provisions set forth therein without credit for or reference to such person’s prior service at Partners or Partners Bank.
FCLF, on its own behalf and on behalf of FCL Bank as the sole stockholder of FCL Bank, has made a good faith effort to ensure that the disclosure on each schedule of the FCLF Disclosure Schedule corresponds to the Section of this Agreement referenced therein.
No directors of Partners or Partners Bank shall be added to the Board of Directors of FCL Bank.
Subject to the terms and conditions herein provided, FCLF agrees to use all commercially reasonable efforts to take or cause to be taken, and agrees to cause FCL Bank to use all commercially reasonable efforts to take or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Contemplated Transactions.
FCLF shall have obtained any and all material permits, authorizations, consents, waivers, clearances or approvals required for the lawful consummation of the Contemplated Transaction by FCLF and FCL Bank.
If the amounts payable by FCLF or FCL Bank to the Executive are to be reduced pursuant to this Section 7.8.1(c), the Executive shall determine the compensation and benefits to be so reduced.
Tenant shall execute and deliver such documents, if any, as Landlord may properly and reasonably request in connection with any action taken by Tenant in conformity with this Section.