FPH definition
Examples of FPH in a sentence
FPH Member will deliver any amount due pursuant to this clause (B) to the account designated by Principal for such purpose and Principal will be entitled to allocate that amount between the Sellers as he may determine in his discretion.
The representations and warranties of FPH set forth in ARTICLE V shall be true and correct in all material respects as of the Closing as though made on and as of such date and time (except to the extent that any such representation and warranty, by its terms, was given only as of an earlier date, in which case such representation and warranty shall be true and correct only as of such earlier date).
At Closing, if there is a Co-Investment Adjustment amount reflected on the Estimated Closing Statement then: (i) FPH Member shall make payment in an amount equal to the Co-Investment Adjustment to Legacy HS by Wire Transfer, (ii) New Hearthstone shall issue the Additional FPH Co-Investment Class A Units to FPH and (iii) New Hearthstone shall issue the Additional HS Co-Investment Class A Units to Legacy HS.
If Principal delivers a Notice of Objection to FPH within the Review Period, Principal and FPH shall work together in good faith to resolve in writing Principal’s objections within the fifteen (15) day period following the delivery of the Notice of Objection.
FPH, New Hearthstone and Legacy HS shall implement the insurance coverage and allocate costs and expenses associated with such coverage as set forth on Section 6.11 of the FPH Disclosure Letter.
In resolving any Disputed Items, the Accountant may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by the HS Parties or FPH or less than the lowest value for such Disputed Item claimed by the HS Parties or FPH, in each case.
Principal and FPH shall execute any agreement reasonably required by the Accountant for its engagement hereunder.
The Accountant shall act as an expert and not as an arbitrator to determine the Disputed Items based solely on the submissions and responses of the HS Parties, on the one hand, and FPH, on the other hand, without independent investigation and in accordance with the Accounting Principles, and, with respect to each Disputed Item the Accountant may only select a position presented by one of the two Parties (it may not reach a third result on any such item).
The HS Parties have made available to FPH a summary of all material complaints or concerns relating to other matters made since January 1, 2022 involving Legacy HS, the Professional Entities, the JV/LOP Entities and/or Principal regarding possible violations of Law.
The HS Parties shall have timely delivered or caused to be delivered, and shall have caused New Hearthstone to have timely delivered or caused to be delivered, to FPH each of the items required to be delivered to FPH pursuant to Section 2.3.