Five Point definition
Examples of Five Point in a sentence
Each of the Five Point Entities is duly organized, validly existing and in good standing under the Laws of its state of formation.
Except for matters that, individually or in the aggregate, would not reasonably be expected to have a Five Point Material Adverse Effect, the Five Point Entities are in compliance with all applicable Laws, Governmental Orders and Governmental Approvals, and no written notices have been received by, and to the Five Point Venture’s knowledge no Claims have been filed against, any of the Five Point Entities alleging a violation of any such Laws, Governmental Orders or Governmental Approvals.
The execution, delivery and performance of this Agreement, and the other agreements contemplated hereby, by the Five Point Venture have been duly and validly authorized by all necessary action on its behalf.
All such Tax Returns are correct and complete in all material respects, and each of the Five Point Entities has paid (or had paid on its behalf) all material Taxes required to be paid by it (whether or not shown on such Tax Returns), and no material deficiencies for any Taxes have been proposed, asserted or assessed in writing against any of the Five Point Entities, and no requests for waivers of the time to assess any such Taxes are pending and no such waivers have been granted.
Other than the representations and warranties expressly set forth in this Article VII, the Five Point Venture shall not be deemed to have made any other representation or warranty in connection with this Agreement or the transactions contemplated hereby.
None of the Five Point Entities has adopted a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization.
No written notice of cancellation, default or non-renewal has been received or to the Five Point Venture’s knowledge is threatened with respect thereto (that has not been cured), except such as would not reasonably be expected to have a Five Point Material Adverse Effect.
The consents specified in Section 4.04 of the Newhall Disclosure Schedule, Section 5.04 of the Hunters Point Disclosure Schedule, Section 6.04 of the El Toro Disclosure Schedule and Section 7.04 of the Five Point Disclosure Schedule (collectively, the “Required Approvals and Consents”) shall have been obtained.
Each of the Subsidiaries of the Five Point Venture has been treated at all times during its existence, and will be treated through the Closing Date, as an entity that is disregarded as separate from its owner for U.S. tax purposes.
The Five Point Venture has all requisite power and authority to enter into this Agreement and all agreements contemplated hereby to which it is or will be a party, and to carry out the transactions contemplated hereby and thereby.