Examples of FSV Holdco in a sentence
New FSV will be deemed to be recorded as the registered holder of all common shares in the capital of FSV Holdco on the register of holders of common shares in the capital of FSV Holdco and will be deemed to be the legal and beneficial owner thereof.
At all times from the Reorganization Time until the further documentation of legal title to the New FSV Assets is completed, FirstService shall hold legal title to any such New FSV Assets as bare trustee, agent and nominee of FSV Holdco.
The Parties shall cooperate in good faith in all aspects of the Reorganization and shall, at another Party's reasonable request, sign all such documents and perform all such other acts as may be necessary or desirable to give full effect to the Reorganization, including with respect to the transfer of New FSV Assets to FSV Holdco and assumption of New FSV Liabilities by FSV Holdco contemplated in this Article 2.
Subject to the provisions of Section 7.2, 9.1 and 9.2, this Article 9 shall not be applicable to any Indemnifiable Losses relating to, arising out of or due to any breach of the provisions of any other Contract (other than this Agreement) between or among FirstService or any of its Affiliates, on the one hand, and FSV Holdco and any of its Affiliates, on the other hand, which, subject to the provisions of Article 9 herein, shall be governed by the terms of such other Contract.
FirstService and FSV Holdco shall cooperate, and shall cause each of their respective Affiliates to cooperate, promptly and in good faith in implementing this Agreement.
The Parties acknowledge that each of FSV Holdco and its Affiliates, on the one hand, and FirstService or any Affiliate of FirstService, on the other hand, are both currently represented by legal counsel retained by FirstService in connection with the preparation and finalization of this Agreement.
Effective immediately after the Reorganization Time but prior to the Effective Time, FirstService and FSV Holdco shall cause the InterCompany Accounts (other than the FSV Holdco Note) owing between them and/or between those Persons operating any aspect of the Separated Businesses and those Persons operating any aspect of the Colliers Businesses to be consolidated and settled.
FirstService and FSV Holdco and their respective Affiliates shall sign all such documents and perform all such other acts, as may be necessary or desirable to implement or confirm such terminations.
The Parties acknowledge that prior to the Reorganization Time, FirstService may have, without limiting its obligations hereunder, transferred legal title in and to certain of the New FSV Assets to FSV Holdco as bare trustee, agent and nominee for FirstService.
Neither FirstService nor FSV Holdco and their respective Affiliates shall be liable to the other(s) for any monetary damages resulting from any breach of Sections 6.2(c), 6.2(d), 6.3 or 6.9; provided however, that the foregoing limitations shall not apply in the event of gross negligence or intentional, willful breach by a Party of any of its obligations under any of the foregoing sections.