Common use of FESC Clause in Contracts

FESC. (1) FESC is a limited liability company duly organized, validly existing and in active status under the laws of the state of Florida and has full limited liability power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. (2) ▇▇▇▇▇▇▇▇ ▇▇▇ owns of record and beneficially two hundred ninety-five and six-tenths (295.6) units of limited liability company membership interest in FESC (the “Purchased FESC Units”). Upon consummation of the transactions contemplated by this Agreement, Practice Group and Equity Interests Buyer shall own all of the Purchased FESC Units, free and clear of all Liens. (3) All of the Purchased FESC Units were issued in compliance with applicable laws. None of the Purchased FESC Units were issued in violation of any agreement, arrangement or commitment to which any Seller or FESC is a party or is subject to or in violation of any preemptive or similar rights of any person. (4) There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchased FESC Units or obligating Hernando HMA to sell any equity in FESC. FESC does not have outstanding or authorized any equity appreciation, phantom unit, profit participation or similar rights. Except for the FESC LLC Agreement, there are no voting trusts, member agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the FESC Units.

FESC. 33 (1) FESC is a limited liability company duly organized, validly existing and in active status under the laws of the state of Florida and has full limited liability power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. (2) ▇▇▇▇▇▇▇▇ ▇▇▇ owns of record and beneficially two hundred ninety-five and six-tenths (295.6) units of limited liability company membership interest in FESC (the “Purchased FESC Units”). Upon consummation of the transactions contemplated by this Agreement, Practice Group and Equity Interests Buyer shall own all of the Purchased FESC Units, free and clear of all Liens. (3) All of the Purchased FESC Units were issued in compliance with applicable laws. None of the Purchased FESC Units were issued in violation of any agreement, arrangement or commitment to which any Seller or FESC is a party or is subject to or in violation of any preemptive or similar rights of any person. (4) There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchased FESC Units or obligating Hernando HMA to sell any equity in FESC. FESC does not have outstanding or authorized any equity appreciation, phantom unit, profit participation or similar rights. Except for the FESC LLC Agreement, there are no voting trusts, member agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the FESC Units.