FICS definition
Examples of FICS in a sentence
Notices may be provided to the FICS Stockholders and the Stockholders in the manner specified in the Agreement, with all notices to the Stockholders being provided to them at the addresses set forth at Schedule I.
Reasonable best efforts shall not include, among other things and to the extent S1 so desires, the willingness of S1 to accept an order agreeing to the divestiture, or the holding separate, of any assets of FICS or S1.
Each of the Stockholders agrees that irreparable damage to the FICS Stockholders would occur in the event that the provisions of this Stockholder Agreement were not performed in accordance with its specific terms or were otherwise breached by any of the Stockholders.
All Taxes that FICS is or was required to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity.
There exists no proposed tax assessment against FICS except as disclosed in the FICS financial statements.
FICS and each FICS Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS nor any FICS Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998.
S1 Holdings, S1 and the Sellers, with respect to FICS, shall promptly advise the other party of any change or event that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect on it or to cause or constitute a material breach of any of its representations, warranties or covenants contained herein.
The Sellers will promptly notify S1 Holdings of any material change in the normal course of business or in the operation of the properties of FICS and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of litigation involving FICS, and will keep S1 Holdings fully informed of such events.
A certificate of FICS signed by the managing director of FICS certifying that the representations and warranties of FICS made herein are true, complete and correct as of the date of this Agreement and are true and correct as of the Closing Date, and FICS has performed and complied with all covenants and agreements required to be performed or complied with by it on or prior to the Closing.
The Sellers shall cause FICS to use its reasonable efforts to (x) preserve its business organization and that of each FICS Subsidiary intact, (y) keep available to itself and S1 Holdings the present services of the employees of FICS and each FICS Subsidiary and (z) preserve for itself and S1 Holdings the goodwill of the customers of FICS and each FICS Subsidiary and others with whom business relationships exist.