Examples of FNC Entities in a sentence
As of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees of the FNC Entities for services performed on or prior to the date hereof have been paid in full (or accrued in full on the consolidated balance sheet contained in the Closing Statement) and there are no outstanding agreements, understandings or commitments of an FNC Entity with respect to any compensation, commissions or bonuses.
To FNC’s Knowledge, there are no Persons (other than the FNC Entities and their respective employees, consultants, agents or other contractors in the performance of their duties for the FNC Entities) who are in possession of or who are using any such item of personal property.
All premiums due and payable under all such Insurance Policies have been timely paid, and the FNC Entities are otherwise in compliance in all 42 material respects with the terms of such Insurance Policies.
Section 3.19(a) of the Disclosure Schedules also accurately lists all independent contractors of the FNC Entities as of the date hereof, and for each such independent contractor, his or her: (A) total compensation (including all payments or benefits of any type received to date), (B) current hourly rate compensation or base pay, and (C) commencement date with such FNC Entity.
Holdco has heretofore delivered to Parent (or Parent’s Representatives) true and complete copies of the currently effective articles of incorporation, bylaws and other organizational documents of the FNC Entities, each as amended to date (the “FNC Charter Documents”).
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Each of the FNC Entities is duly organized, validly existing and (in jurisdictions in which such concept is applicable) in good standing under the Laws of its jurisdiction of formation and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its Business, as applicable.
No FNC Entity has received any written notice or, to FNC’s Knowledge, oral notice that any Material Customer has ceased, or that such Material Customer intends to cease after the Closing, to use the goods or services of the FNC Entities, otherwise cancel or terminate any Contract with an FNC Entity prior to the expiration of the Contract term, or materially reduce or suspend its relationship and purchase of goods or services with an FNC Entity.
Each of Parent and Merger Sub acknowledge and agree, on behalf of themselves and their Affiliates, that they have been furnished with, or given access to, such documents and information about the FNC Entities to enable them to make an informed decision with respect to the execution, delivery, and performance of this Agreement and the Ancillary Documents and the Transactions, including the Merger.