FFEC definition
Examples of FFEC in a sentence
THE INTERESTS MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN E FFEC TIV E REG ISTRA TIO N STATEM ENT UNDER TH E SECU RITIES ACT AND ANY A PPLICA BLE STATE SECU RITIES LAWS O R (UNLESS W AIVED BY THE FUND M ANAGER IN ITS SOLE D ISCRETIO N ) AN O PINION OF COUNSEL ACCEPTA BLE TO TH E FUND’S M ANAGER THAT SUCH REG ISTRA TIO N IS NOT REQUIRED.
FLV, FFEC and Purchaser covenant to make commercially reasonable efforts to satisfy all conditions and obtain all consents required to transfer the FSELLC Membership Interest to Purchaser at the Closing.
Parent and Sellers have delivered or made available to Purchaser complete and accurate copies of all such Tax Returns for all open tax years of each Seller and FFEC.
Each Seller and FFEC have properly requested, received and retained all necessary exemption certificates and other documentation supporting any claimed exemption or waiver of sales, use or other similar Taxes as to which such entity would have otherwise been obligated to collect or withhold Taxes.
Except as required by applicable Laws, the Bankruptcy Proceedings or this Agreement, FFEC will refrain from disposing of the FSELLC Membership Interest, transferring or granting any rights or interest therein that will not terminate as of the Closing, or entering into any Contract to do any of the foregoing.
Sellers shall, and Parent shall cause Sellers to, timely prepare and file all Tax Returns of Parent, Sellers and FFEC for taxable periods ending on or before the Closing Date ("Pre-Closing Tax Returns").
In the event of termination, FFEC will be entitled to compensation (including any amounts deferred) payable to FFEC pursuant hereto as of the date of termination.
Immediately upon determining that it has received an amount of funds from Holders through the Direct Offering that is equal to or greater than the amount of the Minimum Raise, FFEC shall disburse such funds to the Company.
Each Holder appoints FFEC as Agent under this Agreement to protect and preserve the Collateral and irrevocably authorizes Agent to act as Agent of such Holder as specified in this Agreement.
Except as disclosed in Section 2.07(b) of ----------------- ------------------ the Disclosure Schedule, each Seller and FFEC have complied with all applicable ----------------------- laws, rules, and regulations relating to the payment and withholding of Taxes and has, within the time and in the manner prescribed by law, withheld from employee wages and paid over to the proper Governmental or Regulatory Authorities all required amounts.