Common use of Timeshare Matters Clause in Contracts

Timeshare Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to be material to the (1) Company and its Subsidiaries, (2) Non-Profit VCA or (3) Non-Profit VOA, taken as a whole: (i) Each Company Offering Document is in full force and effect, and, to the extent applicable, is valid and binding on the Company, Subsidiary of the Company, Non-Profit VCA or Non-Profit VOA party thereto, and since December 31, 2021, the Company, such Subsidiary of the Company, such Non-Profit VCA, or such Non-Profit VOA has performed all obligations required to be performed by it to date under each Company Offering Document and pursuant to all Laws applicable to it. True and correct copies of the Company Offering Documents for each Vacation Club and for each Vacation Ownership Property that is governed by a Non-Profit VOA have been delivered or made available to Parent. (ii) Since December 31, 2021, none of the Company, any Subsidiary of the Company, any Non-Profit VCA, or any Non-Profit VOA has received written notice of, and to the knowledge of the Company there has not been, any violation or default under (nor, to the knowledge of the Company, does there exist any condition that with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Offering Document. (iii) Set forth on Section 3.18(a)(iii)(1) of the Company Disclosure Letter are all of the Vacation Ownership Interests or Vacation Ownership Unit(s) owned by the Company or any Subsidiary of the Company which are currently being offered for sale in the ordinary course of business and each jurisdiction in which each of those Vacation Ownership Interests are registered for the advertising, marketing or selling of Vacation Ownership Interests by the Company or any Subsidiary of the Company or the soliciting of consumers to visit a Vacation Ownership Property or a sales office by the Company or any Subsidiary of the Company. Set forth on Section 3.18(a)(iii)(2) of the Company Disclosure Letter are all of the Vacation Ownership Interests or Vacation Ownership Unit(s) owned by the Company or any Subsidiary of the Company which are not currently being offered for sale in the ordinary course of business by the Company or any Subsidiary of the Company. The Company and each of its Subsidiaries, as applicable, has good and marketable title to all unsold Vacation Ownership Interests set forth on Sections 3.18(a)(iii)(1) and (2) of the Company Disclosure Letter, free and clear of all Liens other than Permitted Liens. Set forth on Section 3.18(a)(iii)(3) of the Company Disclosure Letter are all of the Vacation Ownership Properties which are subjected to a Vacation Club that is currently offered or operated by the Company or any Subsidiary of the Company in the ordinary course of business. (iv) Since December 31, 2021, all rental, exchange, financing, offering, marketing and sales of Vacation Ownership Interests or Exchange Program memberships by the Company and its Subsidiaries have been made in compliance with applicable Laws or applicable exemptions. (v) Any consents necessary, and not otherwise waived under applicable Law, for the prior submittal of any Vacation Ownership Property, Vacation Ownership Units, or Vacation Ownership Interests to any Vacation Club or Exchange Program of the Company have been obtained in accordance with the Company Offering Documents and applicable Law. (vi) Since December 31, 2021, the Company and each of its Subsidiaries have duly complied with all obligations owed to the applicable Vacation Ownership Associations (including payment of assessments owed for any Vacation Ownership Interests owned by the Company or its Subsidiaries for which a subsidy agreement is not in effect) and to the knowledge of the Company, there are no circumstances that, if not remedied or modified, would prevent or interfere with such compliance in any manner. (vii) No Vacation Club or Vacation Ownership Interests have been offered or operated by the Company or any of its Subsidiaries or Non-Profit VCA in a manner that would cause the total number of Vacation Ownership Interests offered by the Company or any of its Subsidiaries or Non-Profit VCA to exceed a “one-to-one use right to use right requirement ratio”. (viii) Section 3.18(a)(viii) of the Company Disclosure Letter sets forth a true, correct, and complete list of each management agreement, sub-management agreement, hospitality agreement, on-site property management agreement, or similar agreement for the management or operation by the Company or any of its Subsidiaries of any Vacation Ownership Property, Vacation Club, condominium project, hotel or other properties (each, a “Company Management Agreement”) and the name of the applicable manager (each a “Company Manager”). Each Company Manager is properly licensed to the extent required by applicable Laws in the jurisdiction in which such real property is located.

Timeshare Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to be material to the (1) Company and its SubsidiariesEntities, (2) Non-Profit VCA VCAs or (3) Non-Profit VOAVOAs, taken as a whole: (i) Each Company Offering Document is in full force and effect, and, to the extent applicable, is valid and binding on the Company, Subsidiary of the CompanyCompany Entity, Non-Profit VCA or Non-Profit VOA party thereto, and since December 31January 1, 2021, the Company2018, such Subsidiary of the CompanyCompany Entity, such Non-Profit VCA, or such Non-Profit VOA has performed all obligations required to be performed by it to date under each Company Offering Document and pursuant to all Laws applicable to it. True and correct copies of the Company Offering Documents for each Vacation Club and for each Vacation Ownership Property that is governed by a Non-Profit VOA have been delivered or made available to Parent. (ii) Since December 31January 1, 20212018, none of the Companyno Company Entity, any Subsidiary of the Company, any Non-Profit VCA, or any Non-Profit VOA has received written notice of, and to the knowledge Knowledge of the Company there has not been, any violation or default under (nor, to the knowledge Knowledge of the Company, does there exist any condition that with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Offering Document. (iii) Set forth on Section 3.18(a)(iii)(14.22(a)(iii)(1) of the Company Disclosure Letter Schedules are all of the Vacation Ownership Interests or Vacation Ownership Unit(s) owned by the a Company or any Subsidiary of the Company Entity which are currently being offered for sale in the ordinary course of business and each jurisdiction in which each of those Vacation Ownership Interests are registered for the advertising, marketing or selling of Vacation Ownership Interests by the a Company or any Subsidiary of the Company Entity or the soliciting of consumers to visit a Vacation Ownership Property or a sales office by the a Company or any Subsidiary of the CompanyEntity. Set forth on Section 3.18(a)(iii)(24.22(a)(iii)(2) of the Company Disclosure Letter Schedules are all of the Vacation Ownership Interests or Vacation Ownership Unit(s) owned by the a Company or any Subsidiary of the Company Entity which are have not been subjected to a Vacation Club currently being offered for sale in the ordinary course of business by the a Company or any Subsidiary of the CompanyEntity. The applicable Company and each of its Subsidiaries, as applicable, Entity has good and marketable title to all unsold Vacation Ownership Interests set forth on Sections 3.18(a)(iii)(1Section 4.22(a)(iii)(1) and (2) of the Company Disclosure LetterSchedules, free and clear of all Liens other than Permitted Liens. Set forth on Section 3.18(a)(iii)(34.22(a)(iii)(3) of the Company Disclosure Letter Schedules are all of the Vacation Ownership Properties which are subjected to a Vacation Club that is currently offered or operated by the a Company or any Subsidiary of the Company Entity in the ordinary course of business. (iv) Set forth on Section 4.22(a)(iv) of the Company Disclosure Schedules is a true, correct and complete list of each jurisdiction in which a Company Entity is registered for the advertising, marketing or selling of memberships in an Exchange Program. (v) Since December 31January 1, 20212019, all rental, exchange, financing, offering, marketing and sales of Vacation Ownership Interests or Exchange Program memberships by the a Company and its Subsidiaries Entity have been made in compliance with applicable Laws or applicable exemptions. (vvi) Any consents necessary, and not otherwise waived under applicable Law, for the prior submittal of any Vacation Ownership Property, Vacation Ownership Units, or Vacation Ownership Interests to any Vacation Club or Exchange Program of the Company have been obtained in accordance with the Company Offering Documents and applicable Law. (vivii) Since December 31January 1, 20212018, the Company and each of its Subsidiaries Entities have duly complied with all obligations owed to the applicable Vacation Ownership Associations (including payment of assessments owed for any Vacation Ownership Interests owned by the a Company or its Subsidiaries Entity for which a subsidy agreement is not in effect) and to the knowledge Knowledge of the Company, there are no circumstances that, if not remedied or modified, would prevent or interfere with such compliance in any manner. (viiviii) No Vacation Club or Vacation Ownership Interests have been offered or operated by the a Company or any of its Subsidiaries Entity or Non-Profit VCA in a manner that would cause the total number of Vacation Ownership Interests offered by the a Company or any of its Subsidiaries Entity or Non-Profit VCA to exceed a “one-to-one use right to use right requirement ratio”. (viiiix) Section 3.18(a)(viii4.22(a)(ix) of the Company Disclosure Letter Schedules sets forth a true, correct, and complete list of each management agreement, sub-management agreement, hospitality agreement, on-site property management agreement, or similar agreement for the management or operation by the a Company or any of its Subsidiaries Entity of any Vacation Ownership Property, Vacation Club, condominium project, hotel or other properties (each, a “Company Management Agreement”) and the name of the applicable manager (each a “Company Manager”). Each Company Manager is properly licensed to the extent required by applicable Laws laws in the jurisdiction in which such real property is located. (x) Since January 1, 2018, except as provided on Section 4.22(a)(x) of the Company Disclosure Schedules, no Company Entity has offered or currently offers any Vacation Ownership Interests in Amber Vacation Club, Club Navigo, Gold Key Resorts, Monarch Grand Vacations, or Premiere Vacation Collection.