FHS Companies definition
Examples of FHS Companies in a sentence
The FHS Companies have a general policy of evaluating loss contracts on an individual platform basis at least once per year.
Purchaser and the Sellers agree not to make an election under any provisions of Section 338 of the Code for any of the FHS Companies.
Except as set forth in Schedule 4.3(a), all of the outstanding shares of capital stock of or partnership interests in the FHS Companies (the "FHS Company Stock"), have been validly issued and, to the extent applicable, are fully paid as required by any applicable jurisdiction and nonassessable and are owned by ITT or one or more of its Subsidiaries free and clear of all Liens, except for Permitted Liens and the liabilities, if any, of general partners with respect to FHS Companies in partnership form.
There are no pending audits with respect to Taxes of any of the FHS Companies, nor have the FHS Companies received any written notice from any taxing authority that it intends to conduct such an audit.
Any such refunds or credits of Taxes of any of the FHS Companies for any Straddle Period shall be apportioned between ITT and Purchaser in the same manner as the liability for such Taxes is apportioned pursuant to Section 9.4. Purchaser shall, if ITT so requests, and at ITT's expense, cause the relevant FHS Company to file for any refund or credit to which ITT believes it is entitled pursuant to this Section 6.12.
The controller of the Business reviews sales prices and variable cost data for all parts sold by the FHS Companies.
Any allocation required to determine Taxes attributable to a Straddle Period shall be made by means of a closing of the Books and Records of the FHS Companies as of the close of business on the Closing Date and, to the extent not susceptible to such allocation, by apportionment on the basis of elapsed days.
Each Disclosed Contract is valid and in full force and effect according to its terms, except where the failure to be in full force and effect would not, individually or in the aggregate, have a Business Material Adverse Effect, and the FHS Companies and the Asset Sellers that are parties thereto are not in default or breach under any such Disclosed Contract, except where such default or breach would not, individually or in the aggregate, have a Business Material Adverse Effect.
Because the FHS Companies are managed and marketed on a value center basis, the above policy of accruing for losses results in a fair representation of the economic realities of the Business and thus is in accordance with U.S. GAAP.
Schedule 4.3(b) sets forth as of the date of this Agreement, for each of the FHS Companies the authorized capital stock, the number of shares of outstanding capital stock or the nominal amount of the shares or the fixed partnership capital outstanding, as the case may be and the name of each owner thereof.