Timeshare Matters Sample Clauses

The 'Timeshare Matters' clause governs the rights and obligations of parties in relation to timeshare interests, typically in real estate or vacation properties. It outlines how timeshare arrangements are managed, including the allocation of usage periods, maintenance responsibilities, and procedures for transferring or selling timeshare interests. By clearly defining these aspects, the clause helps prevent disputes over property use and ensures all parties understand their entitlements and duties within the timeshare structure.
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 Le...
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Timeshare Matters. (a) All ILG Offering Documents are in full force and effect and are in material compliance with Laws, and there are no material defaults by ILG and the ILG Subsidiaries or, to their knowledge, by any party under any ILG Offering Document. ILG and the ILG Subsidiaries have good and marketable title to all ILG Vacation Ownership Interests not yet sold, subject to any pending contracts. (b) The registration statements filed with Governmental Authorities in connection with the offering, marketing and sale of Vacation Ownership Interests by ILG or any of the ILG Subsidiaries complied at the time of filing in all material respects with Laws including registration and disclosure requirements and regulations applicable to timeshare offerings made under the laws of all states and other jurisdictions in which timeshare offerings are made. All marketing and sales of Vacation Ownership Interests by ILG or any of the ILG Subsidiaries have been made in material compliance with Laws or applicable exemptions. (c) Section 6.29(c) of the ILG Disclosure Schedule provides a complete and accurate list of each Association for which maintenance fees are being subsidized or guaranteed by ILG or an ILG Subsidiary as of the date of the Agreement. (d) None of ILG or any of the ILG Subsidiaries has offered or sold any number of Vacation Ownership Interests at an ILG Vacation Ownership Property that would cause the total number of Vacation Ownership Interests offered at that Vacation Ownership Property to exceed a “one-to-one use right to use night requirement ratio.”
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Timeshare Matters. (a) All Vistana Offering Documents are in full force and effect and are in material compliance with Laws, and there are no material defaults by the Vistana Entities or, to their knowledge, by any party under any Vistana Offering Document. The Vistana Entities have good and marketable title to all Vistana Vacation Ownership Interests not yet sold, subject to any pending contracts. (b) The registration statements filed with Governmental Authorities in connection with the offering, marketing and sale of Vacation Ownership Interests by the Vistana Entities complied at the time of filing in all material respects with Laws including registration and disclosure requirements and regulations applicable to timeshare offerings made under the laws of all states and other jurisdictions in which timeshare offerings are made. All marketing and sales of Vacation Ownership Interests by the Vistana Entities have been made in material compliance with Laws or applicable exemptions. (c) Section 5.28(c) of the Vistana Disclosure Schedule provides a complete and accurate list of each Association for which maintenance fees are being subsidized or guaranteed by a Vistana Entity as of the date of the Agreement. (d) No Vistana Entity has offered or sold any number of Vacation Ownership Interests at a Vistana Vacation Ownership Property that would cause the total number of Vacation Ownership Interests offered at that Vacation Ownership Property to exceed a “one-to-one use right to use night requirement ratio.”
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Timeshare Matters. (a) Schedule 4.09(a) hereto sets forth, as of April 25, 2014 a complete and accurate listing of the name, location and legal description of each Shared Ownership Project (the “HRG Shared Ownership Projects”), the total number of existing Shared Ownership Interests, the total number of Shared Ownership Interests sold as of the date of this Agreement, an itemized list of Shared Ownership Interests to which each Acquired Company has good and marketable fee simple title as of April 25, 2014 and whether it is an annual or biennial interest and the name of the management company of each HRG Shared Ownership Project, and the club point chart as of the date hereof. Schedule 4.09(a) sets forth as of April 25, 2014 a complete and accurate list of all pending Contracts for the sale of any Shared Ownership Interest, setting forth with respect to each, the date of such pending Contract, the parties thereto, the purchase price, the anticipated closing date and the amount of any deposit made by such purchaser. For the purposes of this Section 4.09(a), the term “fee simple” is limited by the terms and conditions of any ground leases related to any (i) HRG Shared Ownership Project or (ii) Shared Ownership Interest. A true and correct copy of the point chart for the Hyatt Gold Passport Program has been delivered or made available to Purchaser. (b) True and correct copies of the Resort Documents for each HRG Shared Ownership Project have been delivered or made available to Purchaser. All Resort Documents are in full force and effect, are in material compliance with all Applicable Laws and there are no material defaults by any Acquired Company or, to the Knowledge of Sellers, by any party other than an Acquired Company under any Resort Document. (c) Schedule 4.09(c) sets forth a complete and accurate list of the Club Documents, and true and correct copies of the Club Documents have been delivered or made available to Purchaser. All Club Documents are in full force and effect, are in material compliance with all Applicable Laws and there are no material defaults by an Acquired Company or, to the Knowledge of Sellers, by any party other than an Acquired Company under any Club Document. (d) Schedule 4.09(d) sets forth a complete and accurate list of each jurisdiction in which the HRG Shared Ownership Projects and the Club are offered, marketed, sold and registered. The registration statements filed with Governmental Authorities in connection with such offering, marketing and sal...
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Timeshare Matters. Except as set forth in Section 4.24 of the Company Disclosure Schedule: (a) With respect to the offer of sale of any Timeshare Interest, there is no outstanding material violation or order against the Company or any affiliate of the Company by any Governmental Entity, nor is there any material action or investigation pending or, to the Company’s knowledge, threatened against the Company or any affiliate of the Company by any such agency. Each legally required public disclosure document used in connection with the sales of Timeshare Interests was prepared and properly delivered to Timeshare Owners in material compliance with all Timeshare Laws. (b) The Company is unaware of any material untrue, incorrect, deceptive or misleading statement, fact, representation or warranty contained in any brochures, pamphlets or in other information given to or directed at a Timeshare Owner or prospective Timeshare Owner. All sales of Timeshare Interests were made in material compliance with, and presently are in material compliance with all Timeshare Laws, usury and other consumer protection Laws of any jurisdiction where sales or offers of sales of Timeshare Interests were made or are governed. (c) All financing of the sales of Timeshare Interests were made in material compliance with, and presently are in material compliance with the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Electronic Fund Transfer Act, the Real Estate Settlement Procedures Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Service Members Civil Relief Act, the Military Lending Act, the Telephone Consumer Protection Act, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Consumer Financial Protection Act prohibition against unfair, deceptive or abusive acts or practices, the Federal Trade Commission Act prohibition against unfair or deceptive acts or practices and other federal consumer protection Laws. (d) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its affiliates have good and marketable title to all unsold Timeshare Interests free and clear of all Liens (other than Permitted Liens). (e) To the Company’s knowledge, the Company has made available to Parent true, correct and complete copies of all documents that under applicable Law create and provide for the use of a Timeshare Interest, which in each case, are in full force and effect and in material compliance with all ap...
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Timeshare Matters 
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Timeshare Matters 
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Related to Timeshare Matters

  • Subservicing Agreements between the Servicer and Subservicers (a) The Servicer may enter into subservicing agreements with subservicers (each, a "Subservicer"), for the servicing and administration of the Mortgage Loans ("Subservicing Agreements"). The Servicer shall, within a reasonable period of time, give notice to the Trustee of any such Subservicing Agreement. The Trustee shall not be required to review or consent to such Subservicing Agreements and shall have no liability in connection therewith. (b) Each Subservicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution that has deposit accounts insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage servicer. Each Subservicing ▇▇▇▇▇▇ent must ▇▇▇▇▇e on the Subservicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will examine each Subservicing Agreement and will be familiar with the terms thereof. The terms of any Subservicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and the Subservicers may enter into and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Trustee, without the consent of the Trustee. Any variation without the consent of the Trustee from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Subservicing Accounts, or credits and charges to the Subservicing Accounts or the timing and amount of remittances by the Subservicers to the Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the Trustee and the Depositor copies of all Subservicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer's execution and delivery of such instruments. (c) As part of its servicing activities hereunder, the Servicer (except as otherwise provided in the last sentence of this paragraph), for the benefit of the Trustee, shall enforce the obligations of each Subservicer under the related Subservicing Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed.

  • Sub-Servicing Agreements Between Servicer and Sub-Servicers (a) The Servicer may enter into Sub-Servicing Agreements with Sub-Servicers, which may be Affiliates of the Servicer, for the servicing and administration of the Mortgage Loans; provided, however, such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangement contemplated hereunder. The Trustee is hereby authorized to acknowledge, at the request of the Servicer, any Sub-Servicing Agreement. No such acknowledgment shall be deemed to imply that the Trustee has consented to any such Sub-Servicing Agreement, has passed upon whether such Sub-Servicing Agreement meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement or has passed upon whether such Sub-Servicing Agreement is otherwise permitted under this Agreement. Each Sub-Servicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub- Servicing Agreement and (ii) a ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae approved mortgage servicer. Each Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. Any variation in any Sub-Servicing Agreements from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the Trustee copies of all Sub- Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer's execution and delivery of such instruments. (b) As part of its servicing activities hereunder, the Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Sub-Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed.

  • Purchased Assets Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest of Seller in, to and under the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all ▇▇▇▇▇▇▇ money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations.

  • of the Interim Servicing Agreement All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor's cost and expense, and to seek reimbursement therefor from the Mortgagor. Where required by state law or regulation, the Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a "master" or "blanket" hazard insurance policy covering a condominium, or any hazard insurance policy covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Purchaser upon the consummation of the transactions contemplated by this Agreement. The Seller has not engaged in, and has no knowledge of the Mortgagor's having engaged in, any act or omission which would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the Seller;

  • Sub-Servicing Agreements Between Master Servicer and Sub-Servicers (a) The Master Servicer may enter into Sub-Servicing Agreements with Sub- Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Sub-Servicing Agreement, or to purchase a Mortgage Loan on account of defective documentation or on account of a breach of a representation or warranty, as described in Section 2.02. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed.