Hunters Point Venture definition
Examples of Hunters Point Venture in a sentence
Except for the Hunters Point Interests, there are no equity interests or profit participations of any kind in the Hunters Point Venture.
Each of the Subsidiaries of the Hunters 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 Hunters Point Venture, directly or indirectly through its wholly owned Subsidiaries, owns all of the outstanding equity interests and profit participations in each of the Subsidiaries of the Hunters Point Venture, in each case, free and clear of all Liens (other than those arising under the Organizational Documents of such Subsidiaries or such as would not reasonably be expected to have a Hunters Point Material Adverse Effect).
This Section 5.13 contains the exclusive representations and warranties of the Hunters Point Venture with respect to environmental matters.
The Hunters 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.
There are no Actions pending or, to the knowledge of the Hunters Point Venture, threatened against or involving the Hunters Point Venture, any Hunters Point Interests, any of the Hunters Point Entities or any of their assets or properties, which, if adversely determined, would, individually or together with all such other Actions, reasonably be expected to have a Hunters Point Material Adverse Effect.
Other than the representations and warranties expressly set forth in this Article V, the Hunters Point Venture shall not be deemed to have made any other representation or warranty in connection with this Agreement or the transactions contemplated hereby.
The execution, delivery and performance of this Agreement, and the other agreements contemplated hereby, by the Hunters Point Venture have been duly and validly authorized by all necessary action on its behalf.
The Hunters Point Venture and the Hunters Point Investors shall cause the Hunters Point Transactions to be consummated prior to the Closing.
Each of the Seller and Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements, to the extent applicable, to carry out its obligations hereunder and thereunder, to the extent applicable, and to consummate the transactions contemplated hereby and thereby, to the extent applicable.