Common use of Capitalization; Title Clause in Contracts

Capitalization; Title. (a) Set forth on Schedule 3.4(a) of the Group LLC Disclosure Schedules is a true and complete of the list of the following with respect to each member of the Contributed Companies other than Group LLC: (i) the name and jurisdiction of organization of such Contributed Company, (ii) the issued and outstanding equity interests of such Contributed Company and the beneficial and record holder(s) thereof, and (iii) the directors and managers of each Contributed Company. (b) Group LLC is the lawful record and beneficial owner of, and has good and valid title to, the Contributed Interests free and clear of all Encumbrances, other than restrictions on transfer under applicable securities Laws, or the terms of any agreement entered into between the Parties. There are no outstanding options, warrants, Contracts, calls, puts, rights to subscribe, conversion rights, profits participation rights, rights of first refusal or rights of first offer, preemptive rights or other similar rights of any kind to which any member of the Contributed Companies is a party or which are binding upon any member of the Contributed Companies. No member of the Contributed Companies is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of the Contributed Interests. (c) Except for the twenty-five percent (25%) membership interest of GDOGP held by a Third Party and the Contributed Interests, the Contributed Companies do not have any other authorized or issued equity securities. (d) Except as set forth on Schedule 3.4(d) of the Group LLC Disclosure Schedules, and except to the extent any Encumbrances will be fully released and discharged at the Closing, the Contributed Interests are free and clear of all Encumbrances, other than restrictions on transfer under applicable securities Laws. (e) None of the Contributed Companies has violated in any material respect any applicable securities Laws or any preemptive or similar rights created by statute, Organizational Documents or agreement in connection with the offer, sale, issuance or allotment of any of the Contributed Interests. (f) The Contributed Companies do not have any liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are not contractual restrictions of any kind which prevent the payment of the foregoing by the Contributed Companies. (g) The Contributed Companies have good, valid, and marketable title to all material tangible personal property and other material assets reflected in the Financial Statements. Group LLC has good, valid, and marketable title to the Contributed Assets that it purports to own, free and clear of all Encumbrances other than Encumbrances for or in respect of Taxes or governmental levies not yet due and payable. Each of the Contributed Assets is suitable for the purpose for which it is intended to be used, and has been maintained in good operating condition, ordinary wear and tear excepted (as applicable). Assuming the consummation of the Contribution, GREC LLC will have all of the assets necessary for the Contributed Companies to conduct the Business in substantially the same manner as such Business is being conducted and such services are being provided as of the date hereof.

Capitalization; Title. (a) Set forth on Schedule 3.4(a) The authorized capital stock of the Group LLC Disclosure Schedules is a true Company consists of one thousand (1,000) shares of common stock, par value $1.00, of which one thousand (1,000) shares are issued and complete outstanding. Except for the Shares, there are no Equity Interests of the list Company issued or outstanding. The Shares have been duly authorized, validly issued, fully paid, are non-assessable and were not issued in violation of any rights of first refusal, preemptive or anti-dilutive rights, options, warrants, calls or subscriptions or similar rights or Contracts or any applicable securities Laws. There are no outstanding Contracts (including options, warrants, rights or convertible securities) obligating the Company to sell, issue, repurchase or redeem any Equity Interests of the following with respect to each member of the Contributed Companies other than Group LLC: (i) the name and jurisdiction of organization of such Contributed Company, (ii) the issued and outstanding equity interests of such Contributed Company and the beneficial and record holder(s) thereof, and (iii) the directors and managers of each Contributed Company. (b) Group LLC is Seller owns all of the lawful record Shares beneficially and beneficial owner ofof record, and has good and valid title to, the Contributed Interests free and clear of all Encumbrances, Liens other than restrictions on transfer under applicable securities Lawsthe types of Liens described in subsection (i), or (iii) and (vi) of the terms definition of any agreement entered into between the PartiesPermitted Liens. There are no outstanding optionsvoting trusts, warrantsstockholder agreements, Contracts, calls, puts, rights to subscribe, conversion rights, profits participation rights, rights of first refusal or rights of first offer, preemptive rights proxies or other similar rights Contracts (other than this Agreement) in effect with respect to the voting or transfer of any kind to which any member of the Contributed Companies is a party or which are binding upon any member of the Contributed Companies. No member of the Contributed Companies is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of the Contributed InterestsShares. (c) Except Section 4.03(c) of the Disclosure Schedules lists each Company Subsidiary and sets forth for each such Company Subsidiary: (i) its name and jurisdiction of formation; (ii) its authorized Equity Interests; (iii) its issued and outstanding Equity Interests; and (iv) the twenty-five percent (25%) membership interest record holder or holders of GDOGP held by a Third Party and the Contributed its outstanding Equity Interests, the Contributed Companies do not have any other authorized or issued equity securities. (d) . Except as set forth on Schedule 3.4(din Section 4.03(c) of the Group LLC Disclosure Schedules, the Company does not own, or have any interest in, any Equity Interests in any other Person other than another Acushnet Company. Except as set forth in Section 4.03(c) of the Disclosure Schedules, all of the issued and except to outstanding Equity Interests of each Company Subsidiary (i) are owned beneficially and of record either by the extent any Encumbrances will be fully released and discharged at the ClosingCompany or by another Company Subsidiary, the Contributed Interests (ii) are free and clear of all Encumbrances, Liens other than restrictions on transfer under applicable securities Laws. the types of Liens described in subsection (ei), (iii) None and (vi) of the Contributed Companies has violated definition of Permitted Liens, (iii) have been duly authorized and validly issued, (iv) to the extent required by applicable Law governing the organization of such Company Subsidiary, are fully paid, (v) are either non-assessable or not subject to an obligation to make additional capital contributions, subscription payments or similar payments by a holder of such Equity Interests, as such, to the Company Subsidiary in respect of such Equity Interests under the applicable Law or Organizational Documents governing the organization of such Company Subsidiary, (vi) were not issued in violation of any material respect any applicable securities Laws rights of first refusal, preemptive or any preemptive anti-dilutive rights, options, warrants, calls or subscriptions or similar rights created by statuteor Contracts. Except as set forth in Section 4.03(c) of the Disclosure Schedules, Organizational Documents there are no outstanding Contracts (including options, warrants, rights or agreement in connection with convertible securities) obligating the offerCompany or any Company Subsidiary to sell, saleissue, issuance repurchase or allotment redeem any Equity Interests of any of the Contributed InterestsCompany Subsidiary. (f) The Contributed Companies do not have any liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are not contractual restrictions of any kind which prevent the payment of the foregoing by the Contributed Companies. (g) The Contributed Companies have good, valid, and marketable title to all material tangible personal property and other material assets reflected in the Financial Statements. Group LLC has good, valid, and marketable title to the Contributed Assets that it purports to own, free and clear of all Encumbrances other than Encumbrances for or in respect of Taxes or governmental levies not yet due and payable. Each of the Contributed Assets is suitable for the purpose for which it is intended to be used, and has been maintained in good operating condition, ordinary wear and tear excepted (as applicable). Assuming the consummation of the Contribution, GREC LLC will have all of the assets necessary for the Contributed Companies to conduct the Business in substantially the same manner as such Business is being conducted and such services are being provided as of the date hereof.

Capitalization; Title. (a) Set Schedule 2.3(a) sets forth on Schedule 3.4(a) the number of outstanding Equity Securities of each WM Company and the record owner thereof. No other Equity Securities of any of the Group LLC Disclosure Schedules is a true WM Companies are issued and complete outstanding and the WM Equity Interests constitute all of the list of the following with respect to each member of the Contributed Companies other than Group LLC: (i) the name and jurisdiction of organization of such Contributed Company, (ii) the issued and outstanding equity interests Equity Securities of such Contributed Company and the beneficial and record holder(s) thereof, and (iii) the directors and managers of each Contributed CompanyWM Companies. (b) Group LLC is the lawful record and beneficial owner of, and has good and valid title to, the Contributed Interests free and clear of all Encumbrances, other than restrictions on transfer under applicable securities Laws, or the terms of any agreement entered into between the Parties. There are no outstanding options, warrants, Contracts, calls, puts, rights to subscribe, conversion rights, profits participation rights, rights of first refusal or rights of first offer, preemptive rights or other similar rights of any kind to which any member All of the Contributed Companies is a party or which are binding upon any member issued and outstanding Equity Securities of the Contributed Companies. No member WM Companies were validly issued and are fully paid, nonassessable and are owned beneficially and of the Contributed Companies is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of the Contributed Interests. (c) Except for the twenty-five percent (25%) membership interest of GDOGP held by a Third Party and the Contributed Interests, the Contributed Companies do not have any other authorized or issued equity securities. (d) Except as set forth on Schedule 3.4(d) of the Group LLC Disclosure Schedules, and except to the extent any Encumbrances will be fully released and discharged at the Closing, the Contributed Interests are free and clear of all Encumbrances, other than restrictions on transfer under applicable securities Laws. (e) None of the Contributed Companies has violated in any material respect any applicable securities Laws or any preemptive or similar rights created by statute, Organizational Documents or agreement in connection with the offer, sale, issuance or allotment of any of the Contributed Interests. (f) The Contributed Companies do not have any liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are not contractual restrictions of any kind which prevent the payment of the foregoing record by the Contributed Companies. (g) The Contributed Companies have goodWM Equity Sellers, valid, and marketable title to all material tangible personal property and other material assets reflected in the Financial Statements. Group LLC has good, valid, and marketable title to the Contributed Assets that it purports to ownas applicable, free and clear of all Encumbrances (other than Encumbrances restrictions on transfer of securities imposed by applicable state and federal securities Laws). The WM Equity Interests have not been issued in violation of, and are not subject to, any preemptive, subscription or similar rights under any Contract or any provision of applicable Law or any Organizational Document of any WM Company. (c) There are no outstanding (i) subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, “phantom” stock rights, stock appreciation rights, stock based performance units, convertible or exchangeable securities, including any right of conversion or exchange under any outstanding security, debenture, instrument or other agreement obligating any of the WM Companies to issue, deliver or sell, or cause to be issued, delivered or sold, additional Equity Securities of any of the WM Companies or obligating any of the WM Companies to grant, extend or enter into any such agreement or commitment, or (ii) obligations of any of the WM Companies to repurchase, redeem or otherwise acquire any securities referred to in clause (i). (d) Except for this Agreement, there are no voting trusts, proxies or in other Contracts to which any of the WM Companies or any of the WM Equity Sellers is a party or is bound with respect to the voting of Taxes any of the Equity Securities of any of the WM Companies, including any such voting trusts, proxies or governmental levies not yet due and payableother Contracts restricting or otherwise relating to the voting, dividend rights or disposition of the Equity Interests. (e) There are no Contracts to which any WM Company is a party or bound thereby which require the purchase by any WM Company of any Equity Securities of, or investment in, any Person. Each WM Equity Seller has good and valid title to the WM Equity Interests set forth opposite its name on Schedule 2.3(a), free and clear of any Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities Laws) and at the Closing, such WM Equity Seller shall deliver to the Buyer good and marketable title to such WM Equity Interests, free and clear of any Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities Laws). (f) As of the Contributed Assets is suitable for Execution Date, none of the purpose for which it is intended to be used, and has been maintained in good operating condition, ordinary wear and tear excepted (WM Companies have any Indebtedness except as applicableset forth on Schedule 2.3(f). Assuming At the consummation Time of Closing, none of the Contribution, GREC LLC WM Companies will have all of the assets necessary for the Contributed Companies to conduct the Business in substantially the same manner as such Business is being conducted and such services are being provided as of the date hereofany Indebtedness.

Capitalization; Title. (a) Set Schedule 3.3(a) sets forth on Schedule 3.4(a) the number of outstanding Equity Securities of each ADS Company and the record owner thereof. No other Equity Securities of any of the Group LLC Disclosure Schedules is a true ADS Companies are issued and complete outstanding and the ADS Equity Interests constitute all of the list of the following with respect to each member of the Contributed Companies other than Group LLC: (i) the name and jurisdiction of organization of such Contributed Company, (ii) the issued and outstanding equity interests Equity Securities of such Contributed Company and the beneficial and record holder(s) thereof, and (iii) the directors and managers of each Contributed CompanyADS Companies. (b) Group LLC is the lawful record and beneficial owner of, and has good and valid title to, the Contributed Interests free and clear of all Encumbrances, other than restrictions on transfer under applicable securities Laws, or the terms of any agreement entered into between the Parties. There are no outstanding options, warrants, Contracts, calls, puts, rights to subscribe, conversion rights, profits participation rights, rights of first refusal or rights of first offer, preemptive rights or other similar rights of any kind to which any member All of the Contributed Companies is a party or which are binding upon any member issued and outstanding Equity Securities of the Contributed Companies. No member ADS Companies were validly issued and are fully paid, nonassessable and are owned beneficially and of the Contributed Companies is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of the Contributed Interests. (c) Except for the twenty-five percent (25%) membership interest of GDOGP held by a Third Party and the Contributed Interests, the Contributed Companies do not have any other authorized or issued equity securities. (d) Except as set forth on Schedule 3.4(d) of the Group LLC Disclosure Schedules, and except to the extent any Encumbrances will be fully released and discharged at the Closing, the Contributed Interests are free and clear of all Encumbrances, other than restrictions on transfer under applicable securities Laws. (e) None of the Contributed Companies has violated in any material respect any applicable securities Laws or any preemptive or similar rights created by statute, Organizational Documents or agreement in connection with the offer, sale, issuance or allotment of any of the Contributed Interests. (f) The Contributed Companies do not have any liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are not contractual restrictions of any kind which prevent the payment of the foregoing record by the Contributed Companies. (g) The Contributed Companies have goodADS Equity Sellers, valid, and marketable title to all material tangible personal property and other material assets reflected in the Financial Statements. Group LLC has good, valid, and marketable title to the Contributed Assets that it purports to ownas applicable, free and clear of all Encumbrances (other than Encumbrances restrictions on transfer of securities imposed by applicable state and federal securities Laws). The ADS Equity Interests have not been issued in violation of, and are not subject to, any preemptive, subscription or similar rights under any Contract or any provision of applicable Law or any Organizational Document of any ADS Company. (c) There are no outstanding (i) subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, “phantom” stock rights, stock appreciation rights, stock based performance units, convertible or exchangeable securities, including any right of conversion or exchange under any outstanding security, debenture, instrument or other agreement obligating any of the ADS Companies to issue, deliver or sell, or cause to be issued, delivered or sold, additional Equity Securities of any of the ADS Companies or obligating any of the ADS Companies to grant, extend or enter into any such agreement or commitment, or (ii) obligations of any of the ADS Companies to repurchase, redeem or otherwise acquire any securities referred to in clause (i). (d) Except for this Agreement, there are no voting trusts, proxies or in other Contracts to which any of the ADS Companies or any of the ADS Equity Sellers is a party or is bound with respect to the voting of Taxes any of the Equity Securities of any of the ADS Companies, including any such voting trusts, proxies or governmental levies not yet due and payableother Contracts restricting or otherwise relating to the voting, dividend rights or disposition of the Equity Interests. (e) There are no Contracts to which any ADS Company is a party or bound thereby which require the purchase by any ADS Company of any Equity Securities of, or investment in, any Person. Each ADS Equity Seller has good and valid title to the ADS Equity Interests set forth opposite its name on Schedule 3.3(a), free and clear of any Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities Laws) and at the Closing, such ADS Equity Seller shall deliver to the Buyer good and marketable title to such ADS Equity Interests, free and clear of any Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities Laws). (f) As of the Contributed Assets is suitable for Execution Date, none of the purpose for which it is intended to be used, and has been maintained in good operating condition, ordinary wear and tear excepted (ADS Companies have any Indebtedness except as applicableset forth on Schedule 3.3(f)(i). Assuming At the consummation Time of Closing, none of the Contribution, GREC LLC ADS Companies will have all of the assets necessary for the Contributed Companies to conduct the Business in substantially the same manner any Indebtedness, except as such Business is being conducted and such services are being provided as of the date hereofset forth on Schedule 3.3(f)(ii).