Common use of Title to Units Clause in Contracts

Title to Units. When certificates representing the Preferred Stock shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Preferred Stock, and, upon conversion of such Preferred Stock, will have good and marketable title to the Common Stock issuable upon such conversion (the "Conversion Shares"), free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Warrants shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Warrants, and upon exercise of such Warrants and payment of the exercise price therefor, will have good and marketable title to the Common Stock issuable upon such exercise (the "Warrant Shares"), free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Placement and Advisory Warrants shall have been duly delivered to the Placement Agent, the Placement Agent shall have good and marketable title to the Placement and Advisory Warrants, and upon exercise of such Placement and Advisory Warrants and payment of the exercise price therefor, will have good and marketable title to the Preferred Stock and Common Stock issuable upon such exercise, and upon conversion of the Preferred Stock acquired upon exercise of the Placement and Advisory Warrants, will have good and marketable title to 9 the Common Stock into which such Preferred Stock is converted, free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all the taxes, if any, in respect of the original issuance thereof.

Title to Units. When certificates representing the Preferred Stock shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Preferred Stock, and, upon conversion of such Preferred Stock, will have good and marketable title to the Common Stock issuable upon such conversion (the "Conversion Shares"), free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Class C Warrants shall have been duly delivered to the purchasers Purchasers and payment shall have been made thereforfor the Units, the several purchasers Purchasers shall have good and marketable valid title to the WarrantsCommon Stock and the Class C Warrants and, and upon exercise of such Warrants and payment of the exercise price thereforClass C Warrants, will have good and marketable valid title to the Common Stock issuable upon such exercise (the "Warrant Conversion Shares"), in each case, free and clear of all liens, encumbrances and claims and adverse claims, whatsoever (with the exception of claims arising through the acts of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Placement Options and Advisory Warrants Options shall have been duly delivered to the Placement Agent, the Placement Agent or its designees shall have good and marketable valid title to the Placement Options and Advisory WarrantsOptions, and upon exercise of such Placement and Options and/or Advisory Warrants and payment of the exercise price thereforOptions, will have good and marketable valid title to the Preferred Common Stock and Common Stock Class C Warrants issuable upon such exercise, and upon conversion exercise of the Preferred Stock acquired such Class C Warrants issuable upon exercise of the such Placement and Options and/or Advisory WarrantsOptions, will have good and marketable valid title to 9 the Common Stock into which such Preferred Stock is Class C Warrants are converted, in each case, free and clear of all liens, encumbrances and claims adverse claims, whatsoever (with the exception of claims arising through the acts of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all the taxes, if any, in respect of the original issuance thereof. When certificates representing the Common Stock issuable pursuant to Article VI of the Subscription Agreement (the "Article VI Issuances") shall have been duly delivered to the Purchasers, the several Purchasers shall have good and valid title to the Common Stock constituting such Article VI Issuances free and clear of all liens, encumbrances and claims and adverse claims, whatsoever (except as arising from applicable Federal and state securities laws), such Common Stock shall be duly authorized, validly issued, fully paid and non-assessable, and the Company shall have paid all taxes, if any, in respect of the original issuances thereof.

Title to Units. When certificates representing Title to each Unit will be conveyed by the Preferred Stock shall have been duly delivered Seller by delivery to Buyer of a special warranty deed (for a total of 21 special warranty deeds) and title will be good, marketable and insurable subject to the purchasers following matters ("Permitted Exceptions"): (a) Liability for all taxes and payment assessments on the Units for the year Buyer receives title and for all subsequent years, subject to the proration provisions hereof. (b) Restrictions, covenants, conditions, limitations or easements recorded in the public records, which shall have been be identified on Exhibit C attached hereto and made therefora part hereof. (c) Zoning, the several purchasers major use special permit for this project, the covenant in lieu of unity of title and other restrictions, requirements or prohibitions imposed by governmental authority. (d) Restrictions, covenants, conditions, terms and other provisions imposed by the recorded Declaration of Condominium and the declaration of covenants and easements and their exhibits as they may be amended from time to time, which shall be identified on Exhibit C attached hereto and made a part hereof. (e) Liens for work, materials or services furnished on behalf of Buyer. (f) Any mortgage executed or assumed by Buyer that encumbers one or more Units. (g) Matters disclosed by the condominium survey and/or personal inspection and the Condominium Documents. (h) Pending liens for any public improvements which have good not been certified as of the date of this Agreement. (i) Intentionally deleted. (j) Any standard printed exceptions contained in an ALTA’s Owners title insurance policy issued in Miami-Dade County, Florida; (k) Any matters not listed above as long as affirmative title insurance is given for these matters. (1) Buyer may accept title in the condition Seller offers it (with defects) and marketable pay the full Purchase Price for the Units; if Buyer elects this option, Buyer will not make, nor will Buyer have the right to make, any claims against Seller because of the defects; or (2) Buyer may cancel this Agreement and receive a full refund of all the deposits; if Buyer’s deposits are refunded in accordance with the foregoing, Buyer agrees to accept them as full payment of Seller's liability to Buyer and Buyer will not make, and will not have the right to make additional claims against Seller. Seller will not be required to provide the Buyer with an abstract of title for the Units. Title to the Preferred StockUnits for all purposes shall conclusively be deemed good, and, upon conversion of such Preferred Stock, will have good marketable and marketable insurable if Buyer is able to obtain an ALTA Form "B" owner's title insurance policy insuring the Units subject only to the Common Stock issuable upon Permitted Exceptions within a reasonable time following Closing. At closing, Seller agrees to deliver to the title agent a signed title affidavit in the form attached hereto as Exhibit D and any such conversion (other document that the "Conversion Shares"), free and clear of all liens, encumbrances and claims whatsoever (title agent may reasonably require in connection with the exception of claims arising through the acts issuance of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Warrants shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable owner’s title to the Warrants, and upon exercise of such Warrants and payment of the exercise price therefor, will have good and marketable title to the Common Stock issuable upon such exercise (the "Warrant Shares"), free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Placement and Advisory Warrants shall have been duly delivered to the Placement Agent, the Placement Agent shall have good and marketable title to the Placement and Advisory Warrants, and upon exercise of such Placement and Advisory Warrants and payment of the exercise price therefor, will have good and marketable title to the Preferred Stock and Common Stock issuable upon such exercise, and upon conversion of the Preferred Stock acquired upon exercise of the Placement and Advisory Warrants, will have good and marketable title to 9 the Common Stock into which such Preferred Stock is converted, free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all the taxes, if any, in respect of the original issuance thereofinsurance policy.

Title to Units. When certificates representing the Preferred Stock shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have The Selling Unitholder has good and marketable valid title to the Preferred Stock, and, upon conversion of such Preferred Stock, will have good and marketable title Units to be sold at the Common Stock issuable upon such conversion (Closing Date by the "Conversion Shares")Selling Unitholder hereunder, free and clear of all liens, encumbrances and claims whatsoever (with encumbrances, equities or adverse claims; the exception of claims arising through the acts of the purchasers and except as arising from applicable Federal and state securities laws)Selling Unitholder will have, and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Warrants shall have been duly delivered immediately prior to the purchasers and payment shall have been made therefor, the several purchasers shall have Closing Date good and marketable valid title to the Warrants, and upon exercise of such Warrants and payment of Units to be sold at the exercise price therefor, will have good and marketable title to Closing Date by the Common Stock issuable upon such exercise (the "Warrant Shares")Selling Unitholder, free and clear of all liens, encumbrances encumbrances, equities or adverse claims; and, upon payment for the Units to be sold by the Selling Unitholder pursuant to this Agreement, delivery of such Units, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Units in the name of Cede or such other nominee and claims whatsoever (with the exception crediting of claims arising through such Units on the acts books of DTC to securities accounts of the purchasers and except as arising from applicable Federal and state securities lawsRepresentatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Units)), and (A) under Section 8-501 of the Company shall have paid all taxesUCC, if any, the Representatives will acquire a valid security entitlement in respect of such Units and (B) no action based on any “adverse claim,” within the original issuance thereof. When certificates representing meaning of Section 8-102 of the Placement UCC, to such Units may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, the Selling Unitholder may assume that when such payment, delivery and Advisory Warrants shall crediting occur, (x) such Units will have been duly delivered registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s unit registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the Placement Agent, accounts of the Placement Agent shall Representatives on behalf of the several Underwriters on the records of DTC will have good and marketable title been made pursuant to the Placement and Advisory Warrants, and upon exercise of such Placement and Advisory Warrants and payment of the exercise price therefor, will have good and marketable title to the Preferred Stock and Common Stock issuable upon such exercise, and upon conversion of the Preferred Stock acquired upon exercise of the Placement and Advisory Warrants, will have good and marketable title to 9 the Common Stock into which such Preferred Stock is converted, free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all the taxes, if any, in respect of the original issuance thereofUCC.

Title to Units. When certificates representing the Preferred Stock shall have been duly delivered to the purchasers Purchasers and payment shall have been made thereforfor the Units, the several purchasers Purchasers shall have good and marketable valid title to the Preferred Stock, and, and upon conversion of such Preferred Stock, will have good and marketable valid title to the Common Stock issuable upon such conversion (the "Conversion Shares"), in each case, free and clear of all liens, encumbrances and claims whatsoever (and adverse claims with the exception of claims arising through from the acts of the purchasers and Purchasers themselves, whatsoever (except as arising from applicable Federal and state securities laws), and the Company BGDC shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Warrants shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Warrants, and upon Upon exercise of such Warrants and payment by a Purchaser of the exercise price thereforInitial Exchange Right or the Exchange Right (each as defined in the Term Sheet), as applicable, if payment thereof is made by Pacific through the issuance of shares of common stock of Pacific, par value $.02 per share ("Pacific Common Stock"), each such Purchaser will have good and marketable valid title to the Pacific Common Stock issuable upon such exercise (the "Warrant Exchange Shares"), in each case, free and clear of all liens, encumbrances and claims whatsoever (and adverse claims with the exception of claims arising through from the acts of the purchasers and Purchasers themselves, whatsoever (except as arising from applicable Federal and state securities laws), and the Company Pacific shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Placement and Advisory Warrants shall have been duly delivered to the Placement AgentAgent and payment shall have been made for the Placement and Advisory Warrants, the Placement Agent or its designees shall have good and marketable valid title to the Placement and Advisory Warrants, and upon exercise of such Placement and or Advisory Warrants and payment of the exercise price thereforWarrants, in accordance with their respective terms, will have good and marketable valid title to the Preferred Stock and Common Stock issuable upon such exercise, and upon conversion of the Preferred Stock acquired issuable upon exercise of the such Placement and Advisory Warrants, will have good and marketable valid title to 9 the Common Stock into which such Preferred Stock is converted, in each case, free and clear of all liens, encumbrances and adverse claims whatsoever (with the exception of claims arising through from the acts of the purchasers and Purchasers themselves, whatsoever (except as arising from applicable Federal and state securities laws), and the Company BGDC shall have paid all taxes, if any, in respect of the original issuance thereof. The Preferred Stock issuable upon exercise of the Placement and Advisory Warrants, will be entitled to the Initial Exchange Right and/or the Exchange Right and upon exercise of either the Initial Exchange Right or the Exchange Right, as applicable, the holders of the Placement and Advisory Warrants shall have good and valid title to the Exchange Shares issuable upon such exercise, in each case, free and clear of all liens, encumbrances and adverse claims with the exception of claims arising from the acts of the Purchasers themselves, whatsoever (except as arising from applicable Federal and state securities laws), and Pacific shall have paid all taxes, if any, in respect of the original issuance thereof.

Title to Units. When certificates representing the Preferred Stock shall have been duly delivered to the purchasers Purchasers and payment shall have been made thereforfor the Units, the several purchasers Purchasers shall have good and marketable valid title to the Preferred Stock, and, and upon conversion of such Preferred Stock, will have good and marketable valid title to the Common Stock issuable upon such conversion (the "Conversion Shares"), in each case, free and clear of all liens, encumbrances and claims claims, including without limitation, adverse claims, whatsoever (with the exception of claims arising through the acts of the purchasers Purchasers themselves and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Warrants shall have been duly delivered to the purchasers Purchasers and payment shall have been made thereforfor the Units, the several purchasers Purchasers shall have good and marketable valid title to the Warrants, and upon exercise of such Warrants and the payment of the exercise price thereforthereof, will have good and marketable valid title to the Common Stock issuable upon such exercise (the "Warrant Shares"), in each case, free and clear of all liens, encumbrances and claims claims, including without limitation, adverse claims, whatsoever (with the exception of claims arising through the acts of the purchasers Purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Placement Unit Purchase Options and the Advisory Warrants Options shall have been duly delivered to the Placement Agent, the Placement Agent or its designees shall have good and marketable valid title to the Placement Unit Purchase Options and the Advisory WarrantsOptions, and upon exercise of either such Placement and Advisory Warrants and payment of the exercise price thereforOptions, will have good and marketable valid title to the Preferred Stock and Common Stock Warrants issuable upon such exercise, and upon conversion of the Preferred Stock acquired issuable upon exercise of such Options or upon exercise of the Placement Warrants issuable upon such exercise and Advisory Warrantsthe payment of the exercise price thereof, will have good and marketable valid title to 9 the Common Stock into which such Preferred Stock is convertedconverted or for which such Warrants are exercised, in each case, free and clear of all liens, encumbrances and claims claims, including without limitation, adverse claims, whatsoever (with the exception of claims arising through the acts of the purchasers Placement Agent and except as arising from applicable Federal and state securities laws), and the Company shall have paid all the taxes, if any, in respect of the original issuance thereof.