Common use of Time Share Interests Clause in Contracts

Time Share Interests. The sale, offering of sale, and financing of Time-Share Interests in the Projects (i) do not constitute the sale, or the offering of sale, of securities subject to registration requirements of the Securities Act of 1933, as amended, or any state or foreign securities Law, (ii) except to the extent that any such violation(s), either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, do not violate any time-sharing or other Law of any state or foreign country in which sales or solicitation of Time-Share Interests occur, and (iii) except to the extent that any such violation(s), either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, do not violate any consumer credit or usury Laws of any state or foreign country in which sales or solicitation of Time-Share Interests occur. Except to the extent that any such failure(s), either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Subsidiaries have not failed to make or cause to be made any registrations or declarations with any Tribunal necessary to the ownership of the Projects or to the conduct of its business, including, without limitation, the operation of the Projects and the sale, or offering for sale, of Time-Share Interests therein. Except to the extent that any such noncompliance(s), either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Borrower and its Subsidiaries have, to the extent required by its activities and businesses, fully complied with (i) all of the applicable provisions of (A) the Consumer Credit Protection Act, as amended, (B) the Federal Trade Commission Act, as amended, (C) the Federal Interstate Land Sales Full Disclosure Act, as amended, (D) any other Laws of any Tribunal otherwise applicable, and (E) all rules and regulations promulgated under any of the foregoing. True and complete copies of the Purchase Documents and other documents requested by the Administrative Lender which have been and are being used by the Borrower and its Subsidiaries in connection with the Projects and the sale or offering for sale of Time-Share Interests therein have been delivered to the Administrative Lender. The Time-Share Interests in the Projects constitute undivided interests in real property under the Laws of the jurisdictions in which the applicable Units are located.

Time Share Interests. (a) The sale, offering of sale, for sale and financing of Time-Time Share Interests in the Projects (i) do not constitute the sale, or the offering of for sale, of securities subject to registration requirements of the Securities Act of 1933, as amended, or any state or foreign securities Lawlaws, (ii) except to the extent that any such violation(s)violations are set forth on Schedule 3.26(a) or, either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, do not violate any time-sharing Time Share Laws or any other Law law of any state or foreign country in which sales or solicitation of Time-Time Share Interests occur, occur and (iii) except to the extent that any such violation(s)) are set forth on Schedule 3.26(a) or, either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, do not violate any consumer credit or usury Laws laws of any state or foreign country in which sales or solicitation solicitations of Time-Time Share Interests occur. Except to the extent that any such failure(s)failures, either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, none of Holdings, Polo Holdings, the Borrower and its or the other Subsidiaries have not failed to make or cause to be made any registrations registration or declarations with any Tribunal Governmental Authority necessary to the ownership of the Projects Resorts or to the conduct of its their business, including, without limitationincluding laws and regulations applicable to their business and activities, the operation of the Projects Resorts and the sale, or offering for sale, of Time-Time Share Interests thereinInterests. Except to the extent that any such noncompliance(s)noncompliance, either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, each of Holdings, Polo Holdings, the Borrower and its the other Subsidiaries have, to the extent required by its their activities and businesses, fully complied with all laws and regulations applicable to their businesses and activities. (b) Schedule 3.26(b) sets forth, with respect to each Resort, (i) all the states and countries in which Time Share Interests with respect to such Resort are being sold or marketed, (ii) if such Resort is a Points Based Resort and (iii) for each Points Based Resort, the trust or other entity that is the owner of the applicable provisions real property rights with respect to such Resort. Except as set forth on Schedule 3.26(a), each of (A) the Consumer Credit Protection ActHoldings, as amendedPolo Holdings, (B) the Federal Trade Commission Act, as amended, (C) the Federal Interstate Land Sales Full Disclosure Act, as amended, (D) any other Laws of any Tribunal otherwise applicable, and (E) all rules and regulations promulgated under any of the foregoing. True and complete copies of the Purchase Documents and other documents requested by the Administrative Lender which have been and are being used by the Borrower and its the other Subsidiaries has filed in each jurisdiction in which such filing is a legal prerequisite to the marketing of Time Share Interests therein all applicable documents with the appropriate Governmental Authorities required to authorize the sale of Time Share Interests in such jurisdictions and has subjected each Resort to certain limitations, restrictions, conditions and covenants as described in the time share declarations and as hereinafter set forth in accordance with the provisions of any applicable laws, statutes or regulations (such laws, statutes or regulations and all amendments, modifications or replacements thereof and successors thereto, and all regulations and guidelines promulgated thereunder or with respect thereto, now or hereafter enacted, being hereinafter collectively referred to as the “Time Share Laws”), except for any failure to make such filings that could not reasonably be expected to have a Material Adverse Effect. All material documents used in connection with the Projects creation of the Time Share Interests, the sale of the Time Share Interests and the operation of the Resorts as time share resorts, including Declarations, by-laws and rules and regulations of homeowners’ associations, management agreements, forms of contracts of sale and deeds, and all other documents used by Holdings, Polo Holdings, the Borrower or offering for any other Subsidiary in connection with the sale of Time-Time Share Interests therein have been delivered to Interests, the Administrative Lender. The Time-Share Interests in the Projects constitute undivided interests in real property under the Laws operation of the jurisdictions Resorts as time share resorts and the regulation, management and administration thereof (collectively, the “Time Share Documents”) comply with all Time Share Laws, except for any non-compliance that could not reasonably be expected to result in which the applicable Units are locateda Material Adverse Effect.

Time Share Interests. The sale, offering of sale, and financing of -------------------- Time-Share Interests in the Projects (i) do not constitute the sale, or the offering of sale, of securities subject to registration requirements of the Securities Act of 1933, as amended, or any state or foreign securities Law, (ii) except to the extent that any such violation(s), either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, do not violate any time-sharing or other Law of any state or foreign country in which sales or solicitation of Time-Share Interests occur, and (iii) except to the extent that any such violation(s), either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, do not violate any consumer credit or usury Laws of any state or foreign country in which sales or solicitation of Time-Share Interests occur. Except to the extent that any such failure(s), either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Subsidiaries have not failed to make or cause to be made any registrations or declarations with any Tribunal necessary to the ownership of the Projects or to the conduct of its business, including, without limitation, the operation of the Projects and the sale, or offering for sale, of Time-Share Interests therein. Except to the extent that any such noncompliance(s), either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Borrower and its Subsidiaries have, to the extent required by its activities and businesses, fully complied with (i) all of the applicable provisions of (A) the Consumer Credit Protection Act, as amended, (B) the Federal Trade Commission Act, as amended, (C) the Federal Interstate Land Sales Full Disclosure Act, as amended, (D) any other Laws of any Tribunal otherwise applicable, and (E) all rules and regulations promulgated under any of the foregoing. True and complete copies of the Purchase Documents and other documents requested by the Administrative Lender Agent which have been and are being used by the Borrower and its Subsidiaries in connection with the Projects and the sale or offering for sale of Time-Share Interests therein have been delivered to the Administrative LenderAgent. The Other than the Time-Share Interests attributable to Right-To-Use Receivables, the Time-Share Interests in the Projects constitute undivided interests in real property under the Laws of the jurisdictions in which the applicable Units are located.