Examples of FS Parties in a sentence
It is acknowledged by the FS Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any applicable law, regulation, decision or order.
The release of Shares against payment therefor shall be made on a date and at a place mutually acceptable to the FS Parties and the Agent.
The closing for the sale of the Shares shall take place on the Closing Date at such location as mutually agreed upon by the Agent and the FS Parties (the “Closing”).
Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the FS Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Community Offering (the “End Date”).
In the event the Offering is extended beyond the End Date, the FS Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters.
At the Closing, the FS Parties shall deliver to the Agent in next day funds the commissions, fees and expenses due and owing to the Agent as set forth in Sections 4 and 10 hereof and the opinions and certificates required hereby and other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the sale of the Shares as contemplated hereby and pursuant to the terms set forth in the Prospectus.
Neither the FS Parties nor the Agent shall, without the written consent of the other, settle or compromise any claim against them or it based upon circumstances giving rise to an indemnification claim against the other party hereunder unless such settlement or compromise provides that the indemnified party shall be unconditionally and irrevocably released from all liability in respect to such claim.
No order has been issued by the Federal Reserve and any other applicable regulators preventing or suspending the use of the Prospectus, the Members’ Proxy Statement or the Stockholders’ Proxy Statement and no action by or before the Federal Reserve or any other applicable regulator to revoke any approval, authorization or order of effectiveness related to the Offering is pending or, to the knowledge of the FS Parties, threatened.
Should an event occur that triggers a benefit under Sections 5.3, 5.5 or 5.6, or Articles 6, 7, 8 or 9, any Annual Deferral Amount, plus amounts credited or debited thereon, that is subject to an In-Service Distribution election under Section 5.1 shall not be paid in accordance with Section 5.1 but shall be paid in accordance with the other applicable Section or Article.
The relative benefits received by the FS Parties on the one hand and the Agent on the other hand shall be deemed to be in the same proportion as the total proceeds from the Offering, except Agent’s fees, net of all expenses of the Offering, received by the FS Parties bear, with respect to the Agent, to the total fees (not including expenses) received by the Agent less the portion of such fees paid by the Agent to Selected Dealers.