FOAEC Units definition

FOAEC Units means Class A Units of FOAEC.

FOAEC Units means Class A Units of FOAEC. “Fraud” means knowing and intentional fraud with respect to the making of the representations and warranties expressly set forth in this Agreement or any certificate delivered in connection herewith. “GAAP” means generally accepted accounting principles as in effect in the United States, consistently applied. “Governmental Entity” means any supranational, national, state, municipal, local or foreign government, any court, tribunal, arbitrator, administrative agency, commission, stock exchange or other governmental official, authority or instrumentality (including any legislature, commission, regulatory administrative authority, governmental agency, bureau, branch or department). “Incentive Plan” means the Company’s 2021 Omnibus Incentive Plan, as may be amended, supplemented or modified from time to time. “Investment Company Act” means the Investment Company Act of 1940, as amended. “Law” means any order, law, statute, regulation, rule (including interpretive rules), ordinance, writ, injunction, directive, judgment, decree, principle of common law, constitution or treaty enacted, promulgated, issued, enforced or entered by, or any stipulation or requirement of, or binding agreement with, any Governmental Entity, as in effect at the applicable time. “LTIP” means the Amended and Restated UFC Holdings LLC Management Long- Term Incentive Plan, as may be amended, supplemented or modified from time to time. “Material Adverse Effect” means any event, change, development, circumstance, condition, state of facts or occurrence that individually or in the aggregate is, or would reasonably be expected to be, materially adverse to (a) the condition (financial or otherwise), assets, properties, or liabilities of the Company and its Subsidiaries (taken as a whole) or results of operations of the Company and its Subsidiaries (taken as a whole), or (b) the ability of the

FOAEC Units means Class A Units of FOAEC. “Fraud” means the actual and intentional fraud (and not, in any event, constructive or reckless fraud) of Seller, the Seller Principal or a Buyer Party (as applicable) with respect to the making of the representations and warranties expressly set forth in Article III or Article IV of this Agreement, the MSR Purchase Agreement, the Mortgage Loan Purchase Agreement or any Ancillary Agreement or any certificate or other instrument delivered pursuant to any of the foregoing, with actual knowledge by such Person making the representations or warranties of a breach, misrepresentation, inaccuracy or omission when such representations and warranties were made by such Person and with the express intention that another Party would rely thereon and such other Party relied thereon to such Party’s detriment. “GAAP” means United States generally accepted accounting principles, consistently applied and as in effect at the time to which the related reference to such principles pertains. “Xxxxxx Xxx Consent” has the meaning ascribed thereto under the MSR Purchase Agreement. “Governmental Approvals” has the meaning specified in Section 5.3(a)(ii). “Governmental Authority” means any United States federal, state or local or any supra-national or non-U.S. government, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency, body, board, department, instrumentality or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body. “Governmental Permits” has the meaning specified in Section 3.8. “Inactive Business Employee” means a Business Employee who is not actively at work as of the Closing Date due to workers compensation, furlough, short-term disability, long- term disability, or any other approved continuous leave of absence (excluding paid-time off or other intermittent leave). “Indebtedness” means any of the following (without duplication): (a) indebtedness or liability for borrowed money; (b) obligations evidenced by notes, bonds, debentures or similar instruments; (c) obligations to pay the deferred purchase price of property or services (except trade accounts payable, amounts owed to employees and other current Liabilities arising in the ordinary course of business that are not more than thirty (30) days past due);

Examples of FOAEC Units in a sentence

• The Company, directly or indirectly, owns of record and beneficially, free and clear of all liens, all of the issued and outstanding capital stock or equity interests of each of its Subsidiaries, except FOAEC, in which it owns, directly or indirectly, 63,366,779 FOAEC Units as of the Capitalization Date.

• Notwithstanding anything to the contrary set forth in this Agreement, prior to the receipt of all Control Approvals, in no event shall the Buyer Parties be required to issue to Seller any FOAEC Units that would result in the beneficial ownership of Seller and its Affiliates in FOA and its Subsidiaries exceeding, on an as-exchanged basis, 9.49% of the outstanding shares of FOA Class A Common Stock (giving effect to the deemed exchange of all FOAEC Units in accordance with the Exchange Agreement).

• Pursuant to the Asset Purchase Agreement, among other conditions, until such time in which certain consents, approvals, authorizations and waivers are satisfied, the Issuer may not issue FOAEC Units to Bloom Retirement Holdings Inc.

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• The Class B Common Stock has no economic rights but entitles each holder to a number of votes equal to the total number of FOAEC Units held by such holder.

• Except as set forth in the forms, statements, certifications, reports and documents filed or furnished by FOA with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, or the Securities Act on or prior to the date of this Agreement: (a) As of the close of business on November 18, 2022 (the “FOAEC Capitalization Date”), there were 187,820,080 FOAEC Units issued and outstanding.