CCPT V definition
Examples of CCPT V in a sentence
Since January 1, 2018, neither CCPT V nor any CCPT V Subsidiary has received any written or, to the Knowledge of CCPT V, verbal complaint, claim or notice alleging misappropriation, infringement or violation of any Intellectual Property rights of any third party.
True and complete copies of all United States federal income Tax Returns that have been filed with the IRS by CMFT and each CMFT Subsidiary with respect to the taxable years ending on or after December 31, 2012 have been made available to CCPT V.
True and complete copies of all United States federal income Tax Returns that have been filed with the IRS by CCPT V and each CCPT V Subsidiary with respect to the taxable years ending on or after December 31, 2014 have been made available to CMFT.
Prior to the Merger Effective Time, (i) CCPT V shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and the CCPT V Subsidiaries’ respective operations and (ii) CMFT shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and the CMFT Subsidiaries’ respective operations.
No written claim has been proposed by any Governmental Authority in any jurisdiction where CCPT V or any CCPT V Subsidiary do not file Tax Returns that CCPT V or any CCPT V Subsidiary is or may be subject to Tax by such jurisdiction.
The tax representations letters described in clause (iii) above shall also be provided to CCPT V, and for purposes of the opinion required by Section 8.3(f), CCPT V may rely on the representation letter provided pursuant to this Section 7.10(b) in connection with making the representations in the tax representation letter provided to Transaction Opinion Counsel for the purposes of the opinion to be issued pursuant to Section 8.3(f).
Each and any of CMFT, CCPT V, the Surviving Entity or the Transfer Agent, or any of their agents, as applicable, shall be entitled to deduct and withhold from the Merger Consideration and any other amounts otherwise payable pursuant to this Agreement to any holder of CCPT V Common Stock such amounts as it is required to deduct and withhold with respect to such payments under the Code or any other provision of state, local or foreign Tax Law.
No representation or warranty is being given with respect to any information relating to the Company Entities or the Founder Members or their Affiliates contained in the Additional Investor SEC Documents.
The Stockholder Approval shall have been obtained in accordance with applicable Law, the CCPT V Charter and the CCPT V Bylaws.
All equity interests in each of the CCPT V Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued and holders thereof have no obligation to make any further payments solely by reason of their ownership thereof.