Common use of Real Property; Title to Assets Clause in Contracts

Real Property; Title to Assets. (a) Part 2.15(a) of the Company Disclosure Schedule lists each parcel of real property currently owned by the Acquired Corporations. Except as set forth in Part 2.14(a) of the Company Disclosure Schedule, each parcel of real property owned by the Acquired Corporations (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, right of first offer or other requirement to sell, assign or otherwise divest (collectively, “Liens”), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics’ and materialmen’s Liens for construction in progress, (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Acquired Corporations consistent with past practice, and (D) all matters of record, Liens and other imperfections of title and encumbrances that would not, individually or in the aggregate, have a Company Material Adverse Effect, and (ii) is neither subject to any Governmental Body decree or Order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (b) Part 2.15(b) of the Company Disclosure Schedule lists each parcel of real property currently leased or subleased by the Acquired Corporations, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Acquired Corporations in connection therewith and each amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Acquired Corporations or, to the Knowledge of the Company, by the other party to such lease or sublease, or person in the chain of title to such leased premises except where such default would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. (c) Each of the Acquired Corporations has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except for such imperfections of title, if any, that do not materially interfere with the present value of the subject property.

Real Property; Title to Assets. (a) Part 2.15(a) of the Company Disclosure Schedule lists each parcel of real property currently owned by the Acquired Corporations. Except as set forth in Part 2.14(a) of the Company Disclosure Schedule, each Each parcel of real property owned by the Acquired Corporations Company or any of its Subsidiaries (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer or other requirement to sell, assign or otherwise divest (collectively, “Liens”), other than (A) Liens for current taxes Taxes and assessments not yet past duedue and payable, (B) inchoate mechanics’ and materialmen’s Liens for construction in progress, (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Acquired Corporations Company or such Subsidiary consistent with past practice, practice and (D) all matters of record, Liens and other imperfections of title and encumbrances record that would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse EffectEffect (collectively, “Permitted Liens”) and (ii) is neither subject to any Governmental Body governmental decree or Order order to be sold nor is being condemned, expropriated or otherwise taken by any public authority Governmental Authority with or without payment of compensation therefor, nor, to the Knowledge knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (b) Part 2.15(b) of the Company Disclosure Schedule lists each parcel of All leases, subleases and licenses related to real property currently leased or subleased by which are material to the Acquired Corporations, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Acquired Corporations in connection therewith and each amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. All such current leases and subleases Company’s business on a consolidated basis are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by the Acquired Corporations Company or any of its Subsidiaries or, to the Knowledge of the Company’s knowledge, by the other party to such lease lease, sublease or sublease, or person in the chain of title to such leased premises except where such default would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effectlicense. (c) There are no contractual or legal restrictions or other arrangements that preclude or restrict the ability of the Company or any of its Subsidiaries to use all or any portion of any real property owned or leased by the Company or any such Subsidiary for the purposes for which it is currently being used by the Company or such Subsidiary. There are no material adverse physical conditions known to the Company which materially and adversely affect the Company’s and its Subsidiaries’ ability to use any real property, or improvements thereon, owned or leased by the Company or any such Subsidiary for the purposes for which they are currently being used. (d) Each of the Acquired Corporations Company and its Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except for such imperfections Permitted Liens or other defects of title, if any, that do title which are not materially interfere with the present value of the subject propertyreasonably likely to have a Material Adverse Effect.

Real Property; Title to Assets. (a) Part 2.15(aSection 3.12(a) of the Company Disclosure Schedule lists each parcel of real property currently owned by the Acquired Corporations. Except as set forth in Part 2.14(a) of Company or any Company Subsidiary or owned by the Company Disclosure Scheduleand any Company Subsidiary after January 1, each 1999. Each parcel of real property owned by the Acquired Corporations Company or any Company Subsidiary (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer or other requirement to sell, assign or otherwise divest (collectively, “Liens”"LIENS"), other than Permitted Liens (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics’ and materialmen’s Liens for construction as defined in progress, (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Acquired Corporations consistent with past practice, and (D) all matters of record, Liens and other imperfections of title and encumbrances that would not, individually or in the aggregate, have a Company Material Adverse EffectSection 9.03(a)), and (ii) is neither subject to any Governmental Body governmental decree or Order order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (b) Part 2.15(bSection 3.12(b) of the Company Disclosure Schedule lists each parcel of real property currently leased or subleased by the Acquired CorporationsCompany or any Company Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Acquired Corporations Company or any Company Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the “Lease Documents”"COMPANY LEASE DOCUMENTS"). True, correct and complete copies of all Company Lease Documents have been made available to ParentParent or its counsel. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Acquired Corporations Company or any Company Subsidiary or, to the Knowledge of the Company's knowledge, by the other party to such lease or sublease, or person in the chain of title to such leased premises except where such default would not. (c) Except as could not reasonably be expected, individually or in the aggregate, have to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected expected, individually or in the aggregate, to have a Company Material Adverse Effect: (i) there are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Company Subsidiary for the purposes for which it is currently being used; and (ii) there are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Company Subsidiary. (cd) Each of the Acquired Corporations Company and the Company Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except for such imperfections of title, if any, that do not materially interfere with the present value of the subject propertyPermitted Liens.

Real Property; Title to Assets. (a) Part 2.15(aSection 3.13(a) of the Company Disclosure Schedule lists each parcel of real property (including submerged land) currently owned by the Acquired CorporationsCompany or any Subsidiary and sets forth the Company or the applicable Subsidiary owning such properties (collectively, the "Owned Real Properties"). Except as The Company or the applicable Subsidiary set forth in Part 2.14(aon Section 3.13(a) of the Company Disclosure ScheduleSchedule owns fee simple title to the Owned Real Properties, each parcel of real property owned by the Acquired Corporations (i) is owned free and clear of all mortgages, pledges, liens, restrictions, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer or other requirement to sell, assign or otherwise divest (collectively, “"Liens”"), other than (Ai) Liens for current taxes and assessments not yet past duedue and payable, (Bii) inchoate mechanics’ ' and materialmen’s 's Liens for construction in progress, and (Ciii) to the extent such Liens would not reasonably be expected to have a Company Material Adverse Effect, (A) workmen’s's, repairmen’s's, warehousemen’s 's and carriers’ ' Liens arising in the ordinary course of business of the Acquired Corporations Company or such Subsidiary consistent with past practice, and (DB) all matters of record, and (C) all Liens and other imperfections of title and encumbrances that are typical for the applicable property type and locality and which would notnot reasonably be expected to materially interfere with the conduct of the business of the Company (collectively, individually or in "Permitted Liens"). None of the aggregate, have a Company Material Adverse Effect, and (ii) Properties is neither subject to any Governmental Body governmental decree or Order order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefortherefore, nor, to the Knowledge knowledge of the Company, has any such condemnation, expropriation or taking been proposed. Neither the Company nor any Subsidiary has violated any material covenants, conditions or restrictions affecting any Properties (as defined below) which violations would reasonably be expected to have a Company Material Adverse Effect. (b) Part 2.15(bSection 3.13(b) of the Company Disclosure Schedule lists each parcel of real property (including submerged land) currently leased or subleased by the Acquired CorporationsCompany or any Subsidiary (collectively, the "Leased Properties"; the Leased Properties, together with the Owned Real Properties, collectively, the "Properties") and sets forth the Company or the Subsidiary holding such leasehold interest, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions remaining payable by the Acquired Corporations Company or any Subsidiary in connection therewith and each material amendment to any of the foregoing (collectively, the “"Lease Documents”"). The Company or the applicable Subsidiary set forth on Section 3.13(b) of the Company Disclosure Schedule owns a valid leasehold interest in the Leased Properties, free and clear of all Liens other than Permitted Liens. True, correct and complete copies of all Lease Documents have been made available delivered to Parent. All such current leases Each of the Lease Documents is valid, binding and subleases are in full force and effecteffect as against the Company or the Subsidiaries and, are valid and effective in accordance with their respective termsto the Company's knowledge, and there is not, as against the other party thereto. Neither the Company nor any Subsidiary has received written notice under any of such leasesthe Lease Documents of any default, any existing material default or and, to the Company's knowledge, no event of default (or event has occurred which, with notice or lapse of time, time or both, would constitute a default) material default by the Acquired Corporations orCompany or the applicable Subsidiaries. (c) There are no latent defects or adverse physical conditions affecting any Property or the improvements thereon, to the Knowledge of the Company, by the other party to such lease or sublease, or person in the chain of title to such leased premises except where such default than those that would not, individually or in the aggregate, have or not reasonably be expected to have a Company Material Adverse Effect. (cd) Valid policies of title insurance or title commitments for which premiums have been paid (collectively, the "Title Policies") have been issued insuring the Company or the applicable Subsidiary's fee simple or leasehold title to the Properties owned or ground leased by the Company or the applicable Subsidiaries in amounts at least equal to the purchase price thereof paid by the Company or the applicable Subsidiary, subject only to Permitted Liens. No claim has been made against any Title Policies. The Company and the Subsidiaries have not received any written notice and are not otherwise aware that the Title Policies are not in full force and effect. (e) Section 3.13(e) of the Company Disclosure Schedule lists each Property which is under construction as of the date hereof. The Company has obtained valid construction permits with respect to such Property. (f) Neither the Company nor any Subsidiary is a party to any management, franchise, license or other agreement for the management of operations conducted at any Property other than the Hyatt Hotel Franchise Agreement, dated November 14, 1994, between Hyatt Franchise Corporation and Rahn Pier Mgt., Inc, with respect to the Hyatt Regency Pier 66 Resort (the "Franchise Agreement"), and the License Agreement, dated as of June 28, 1994, between Radisson Hotels International, Inc. and Rahn Bahia Mar Mgmt., Inc., with respect to the Radisson Bahia Mar Rexxxx (the "License Agreement"). True, correct and complete copies of each of the Franchise Agreement and the License Agreement, as amended, have been made available to Parent. Each of the Acquired Corporations Franchise Agreement and the License Agreement is valid, binding and in full force and effect as against the Company or the Subsidiaries, and, to the Company's knowledge, as against the other party thereto. Neither the Company nor any Subsidiary has good and valid title to, or, in the case of leased properties and assets, valid leasehold delivered or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear received any written notice of any default under the Franchise Agreement or the License Agreement, and, to the Company's knowledge, no event has occurred which, with notice or lapse of time or both, would constitute a material default by any party under the Franchise Agreement or the License Agreement. (g) True, correct and complete copies of the Membership Plan and Membership Rules and Regulations for each of the Premier Clubs, as amended (the "Premier Club Documents"), together with a true, correct and complete list of all Premier Club members (including honorary lifetime members) and deposits made thereby with respect to the Premier Club, have been made available to Parent. Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) the Premier Club Documents are valid, binding and in full force and effect as against the Company or the Subsidiaries, (ii) neither the Company nor any Subsidiary has received any written notice of any default by the Company or any Subsidiary under the Premier Club Documents, and (iii) to the Company's knowledge, no event has occurred which, with notice or lapse of time or both, would constitute a default by the Company or any Subsidiary under the Premier Club Documents. (h) The Company or the Subsidiaries own all material furniture, fixtures, equipment, operating supplies and other personal property (the "Personal Property") necessary for the operation of each Property, subject to no Liens, except for such imperfections as would not reasonably be expected to have a Company Material Adverse Effect. (i) None of title2301 SE 17th St., if anyLtd., that do not materially interfere with Rahn Bahia Mar, Ltd., Florida Golf Management, Xxx., Xxx Xxxa, LeHill Xxxtners, L.P., Panthers RPN Limited or Panthers Grey Oaks, Inc. (the present value "Owned Real Estate Subsidiaries") has owned real property other than the Owned Real Property described on Section 3.13 (a) of the subject propertyCompany Disclosure Schedule or has engaged in any business other than the ownership and operation of such Owned Real Property.

Real Property; Title to Assets. (a) Part 2.15(a) of the Company Disclosure Schedule lists each parcel of real property currently owned by the Acquired Corporations. Except as set forth in Part 2.14(a) of the Company Disclosure Schedule, each Each parcel of real property owned by the Acquired Corporations Company or any of its Subsidiaries (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer or other requirement to sell, assign or otherwise divest (collectively, “"Liens”"), other than (A) Liens for current taxes Taxes and assessments not yet past duedue and payable, (B) inchoate mechanics’ ' and materialmen’s 's Liens for construction in progress, (C) workmen’s's, repairmen’s's, warehousemen’s 's and carriers’ ' Liens arising in the ordinary course of business of the Acquired Corporations Company or such Subsidiary consistent with past practice, practice and (D) all matters of record, Liens and other imperfections of title and encumbrances record that would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse EffectEffect (collectively, "Permitted Liens") and (ii) is neither subject to any Governmental Body governmental decree or Order order to be sold nor is being condemned, expropriated or otherwise taken by any public authority Governmental Authority with or without payment of compensation therefor, nor, to the Knowledge knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (b) Part 2.15(b) of the Company Disclosure Schedule lists each parcel of All leases, subleases and licenses related to real property currently leased or subleased by which are material to the Acquired Corporations, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Acquired Corporations in connection therewith and each amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. All such current leases and subleases Company's business on a consolidated basis are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by the Acquired Corporations Company or any of its Subsidiaries or, to the Knowledge of the Company's knowledge, by the other party to such lease lease, sublease or sublease, or person in the chain of title to such leased premises except where such default would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effectlicense. (c) There are no contractual or legal restrictions or other arrangements that preclude or restrict the ability of the Company or any of its Subsidiaries to use all or any portion of any real property owned or leased by the Company or any such Subsidiary for the purposes for which it is currently being used by the Company or such Subsidiary. There are no material adverse physical conditions known to the Company which materially and adversely affect the Company's and its Subsidiaries' ability to use any real property, or improvements thereon, owned or leased by the Company or any such Subsidiary for the purposes for which they are currently being used. (d) Each of the Acquired Corporations Company and its Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except for such imperfections Permitted Liens or other defects of title, if any, that do title which are not materially interfere with the present value of the subject propertyreasonably likely to have a Material Adverse Effect.

Real Property; Title to Assets. (a) Part 2.15(aSection 3.13(a) of the Company Disclosure Schedule lists each parcel of real property (including submerged land) currently owned by the Acquired CorporationsCompany or any Subsidiary and sets forth the Company or the applicable Subsidiary owning such properties (collectively, the "Owned Real Properties"). Except as The Company or the applicable Subsidiary set forth in Part 2.14(aon Section 3.13(a) of the Company Disclosure ScheduleSchedule owns fee simple title to the Owned Real Properties, each parcel of real property owned by the Acquired Corporations (i) is owned free and clear of all mortgages, pledges, liens, restrictions, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer or other requirement to sell, assign or otherwise divest (collectively, “"Liens”"), other than (Ai) Liens for current taxes and assessments not yet past duedue and payable, (Bii) inchoate mechanics’ ' and materialmen’s 's Liens for construction in progress, and (Ciii) to the extent such Liens would not reasonably be expected to have a Company Material Adverse Effect, (A) workmen’s's, repairmen’s's, warehousemen’s 's and carriers’ ' Liens arising in the ordinary course of business of the Acquired Corporations Company or such Subsidiary consistent with past practice, and (DB) all matters of record, and (C) all Liens and other imperfections of title and encumbrances that are typical for the applicable property type and locality and which would notnot reasonably be expected to materially interfere with the conduct of the business of the Company (collectively, individually or in "Permitted Liens"). None of the aggregate, have a Company Material Adverse Effect, and (ii) Properties is neither subject to any Governmental Body governmental decree or Order order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefortherefore, nor, to the Knowledge knowledge of the Company, has any such condemnation, expropriation or taking been proposed. Neither the Company nor any Subsidiary has violated any material covenants, conditions or restrictions affecting any Properties (as defined below) which violations would reasonably be expected to have a Company Material Adverse Effect. (b) Part 2.15(bSection 3.13(b) of the Company Disclosure Schedule lists each parcel of real property (including submerged land) currently leased or subleased by the Acquired CorporationsCompany or any Subsidiary (collectively, the "Leased Properties"; the Leased Properties, together with the Owned Real Properties, collectively, the "Properties") and sets forth the Company or the Subsidiary holding such leasehold interest, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions remaining payable by the Acquired Corporations Company or any Subsidiary in connection therewith and each material amendment to any of the foregoing (collectively, the “"Lease Documents”"). The Company or the applicable Subsidiary set forth on Section 3.13(b) of the Company Disclosure Schedule owns a valid leasehold interest in the Leased Properties, free and clear of all Liens other than Permitted Liens. True, correct and complete copies of all Lease Documents have been made available delivered to Parent. All such current leases Each of the Lease Documents is valid, binding and subleases are in full force and effecteffect as against the Company or the Subsidiaries and, are valid and effective in accordance with their respective termsto the Company's knowledge, and there is not, as against the other party thereto. Neither the Company nor any Subsidiary has received written notice under any of such leasesthe Lease Documents of any default, any existing material default or and, to the Company's knowledge, no event of default (or event has occurred which, with notice or lapse of time, time or both, would constitute a default) material default by the Acquired Corporations orCompany or the applicable Subsidiaries. (c) There are no latent defects or adverse physical conditions affecting any Property or the improvements thereon, to the Knowledge of the Company, by the other party to such lease or sublease, or person in the chain of title to such leased premises except where such default than those that would not, individually or in the aggregate, have or not reasonably be expected to have a Company Material Adverse Effect. (cd) Valid policies of title insurance or title commitments for which premiums have been paid (collectively, the "Title Policies") have been issued insuring the Company or the applicable Subsidiary's fee simple or leasehold title to the Properties owned or ground leased by the Company or the applicable Subsidiaries in amounts at least equal to the purchase price thereof paid by the Company or the applicable Subsidiary, subject only to Permitted Liens. No claim has been made against any Title Policies. The Company and the Subsidiaries have not received any written notice and are not otherwise aware that the Title Policies are not in full force and effect. (e) Section 3.13(e) of the Company Disclosure Schedule lists each Property which is under construction as of the date hereof. The Company has obtained valid construction permits with respect to such Property. (f) Neither the Company nor any Subsidiary is a party to any management, franchise, license or other agreement for the management of operations conducted at any Property other than the Hyatt Hotel Franchise Agreement, dated November 14, 1994, between Hyatt Franchise Corporation and Rahn Pier Mgt., Inc, with respect to the Hyatt Regency Pier 66 Resort (the "Franchise Agreement"), and the License Agreement, dated as of June 28, 1994, between Radisson Hotels International, Inc. and Rahn Bahia Mar Mgmt., Inc., with respect to the Radisson Bahia Mar Resorx (xhe "License Agreement"). True, correct and complete copies of each of the Franchise Agreement and the License Agreement, as amended, have been made available to Parent. Each of the Acquired Corporations Franchise Agreement and the License Agreement is valid, binding and in full force and effect as against the Company or the Subsidiaries, and, to the Company's knowledge, as against the other party thereto. Neither the Company nor any Subsidiary has good and valid title to, or, in the case of leased properties and assets, valid leasehold delivered or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear received any written notice of any default under the Franchise Agreement or the License Agreement, and, to the Company's knowledge, no event has occurred which, with notice or lapse of time or both, would constitute a material default by any party under the Franchise Agreement or the License Agreement. (g) True, correct and complete copies of the Membership Plan and Membership Rules and Regulations for each of the Premier Clubs, as amended (the "Premier Club Documents"), together with a true, correct and complete list of all Premier Club members (including honorary lifetime members) and deposits made thereby with respect to the Premier Club, have been made available to Parent. Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) the Premier Club Documents are valid, binding and in full force and effect as against the Company or the Subsidiaries, (ii) neither the Company nor any Subsidiary has received any written notice of any default by the Company or any Subsidiary under the Premier Club Documents, and (iii) to the Company's knowledge, no event has occurred which, with notice or lapse of time or both, would constitute a default by the Company or any Subsidiary under the Premier Club Documents. (h) The Company or the Subsidiaries own all material furniture, fixtures, equipment, operating supplies and other personal property (the "Personal Property") necessary for the operation of each Property, subject to no Liens, except for such imperfections as would not reasonably be expected to have a Company Material Adverse Effect. (i) None of title2301 SE 17th St., if anyLtd., that do not materially interfere with Rahn Bahia Mar, Ltd., Florida Golf Management, Ixx., Xxx Xxxx, LeHill Paxxxxrs, L.P., Panthers RPN Limited or Panthers Grey Oaks, Inc. (the present value "Owned Real Estate Subsidiaries") has owned real property other than the Owned Real Property described on Section 3.13 (a) of the subject propertyCompany Disclosure Schedule or has engaged in any business other than the ownership and operation of such Owned Real Property.