Common use of Venture Entities Clause in Contracts

Venture Entities. Except for the Transferred Five Point Interests, and the Five Point LP Class B Interests which will be created at Closing, there are no equity interests or profit participations of any kind in the Five Point Venture. The Five 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 Five Point Venture other than FPC-HF and FPC-HF Subventure, 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 Five Point Material Adverse Effect). All of the issued and outstanding interests in the Five Point Entities have been duly authorized, are validly issued and, in the case of any corporation, are fully paid and non-assessable. Except for this Agreement or as set forth in the Organizational Documents of the Five Point Entities, there are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding relating to the acquisition, redemption, disposition, pledge or voting with respect to interests in any of the Five Point Entities, or any securities or obligations of any kind convertible into interests in any of the Five Point Entities, or entitling any Person to acquire any equity interests in any of the Five Point Entities.

Venture Entities. Except for the Transferred Five Point Interests, and the Five Point LP Class B Interests which will be created at Closing, there are no equity interests or profit participations of any kind in the Five Point Venture. The Five 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 Five Point Venture other than FPC-HF and FPC-HF Subventure, 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 Five Point Material Adverse Effect). All of the issued and outstanding interests in the Five Point Entities have been duly authorized, are validly issued and, in the case of any corporation, are fully paid and non-assessable. Except for this Agreement or as set forth in the Organizational Documents of the Five Point Entities, there are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding relating to the acquisition, redemption, disposition, pledge or voting with respect to interests in any of the Five Point Entities, or any securities or obligations of any kind convertible into interests in any of the Five Point Entities, or entitling any Person to acquire any equity interests in any of the Five Point Entities.