Common use of Title to and Condition of Property Clause in Contracts

Title to and Condition of Property. (a) The Company does not own any real property. The Disclosure Schedule identifies all of the rights and interests in leasehold estates owned by the Company as of the date hereof, and the nature and amount of its interest therein. To the Knowledge of the Company, the Company has valid, subsisting and enforceable leases to all leasehold estates identified and reflected in the Disclosure Schedule and either good and marketable title or rights as lessee to all personalty of any kind or nature owned or used by the Company in connection with the Business, in each case free and clear of all Liens except for (i) Liens, defects or irregularities of title identified on the Disclosure Schedule which, individually or in the aggregate, do not detract from or materially interfere with the present or reasonably foreseeable use or value of the properties subject thereto or otherwise have or reasonably could have a Material Adverse Effect on the Company, and (ii) Liens for non-delinquent Taxes and non-delinquent statutory liens arising other than by reason of default by the Company. The assets and properties owned or leased by the Company are sufficient to operate and conduct the Business in a manner consistent with at least the same standards of quality and reliability as have been achieved as of the date hereof. The Company's possession of such property has not been disturbed and no claim has been asserted, whether oral or in writing, against the Company adverse to its rights in such leasehold interests. (b) All buildings, structures, appurtenances and material items of machinery, equipment and other material tangible assets used by the Company in connection with the Business are in good operating condition and repair, normal wear and tear excepted, are usable in the ordinary course of business, are adequate and suitable for the uses to which they are being put and conform in all material respects to all applicable laws, ordinances, codes, rules, regulations and authorizations relating to their construction, use and operation, except where such non-compliance would not have a Material Adverse Effect on the Company.

Title to and Condition of Property. (a) The Company does not and its Subsidiaries each have good and marketable title to or other legal right to use all properties and assets (real, personal and mixed, tangible, and intangible), including, without limitation, all such properties and assets that it or they purport to own or have a legal right to use as reflected on the Balance Sheet or acquired after the date of the Balance Sheet (except for properties and assets disposed of for full and fair value since the date of the Balance Sheet, in the ordinary course of business and consistent with past prac ▇▇▇▇). None of such properties or assets reflected on the Balance Sheet or acquired after the date of the Balance Sheet is subject to any Encumbrance except Permitted Encumbrances The Company and its Subsidiaries own, hold or lease all of the assets, properties, licenses and right which are reasonably necessary to carry on the Business as presently conducted (and will continue to do so immediately after giving effect to the Closing). (b) Except as set forth in Schedule 4.6, neither the Company nor any of its Subsidiaries owns any real property. The Disclosure Schedule identifies all of the rights and interests in material leasehold estates owned properties held by the Company and its Subsidiaries as lessee and the properties listed on Schedule 4.6 are collectively referred to herein as the "Real Properties." To the Company's knowledge, there are no (i) plans by any Governmental Entity which may result in the imposition of any general or special assessment relating to any of the date hereofReal Properties; (ii) variances, and the nature and amount of its interest therein. To the Knowledge special exceptions, conditions or agreements pertaining to any of the Company, the Company has valid, subsisting and enforceable leases to all leasehold estates identified and reflected in the Disclosure Schedule and either good and marketable title Real Properties imposed on or rights as lessee to all personalty of any kind granted by or nature owned or used entered into by the Company or any of its Subsidiaries, which are enforceable by any Governmental Entity; or (iii) written notices from any Governmental Entity (other than notices relating to the environmental matters disclosed with respect to Section 4.20) which have been received by the Company or Subsidiary requiring or calling attention to the need for any work, repair, construction, alteration or installation on, or in connection with with, any of the BusinessReal Properties, except which in each case free and clear of all Liens except for (i) Liens, defects or irregularities of title identified on the Disclosure Schedule which, individually or in the aggregate, do would not detract from or materially interfere with the present or reasonably foreseeable use or value of the properties subject thereto or otherwise have or reasonably could be expected to have a Material Adverse Effect on Effect. Except as disclosed in Schedule 4.6, to the Companyknowledge of such Seller, no condemnation or emi nent domain proceeding against any Real Property is pending or threatened. All of such Company and Subsidiary properties and assets consisting of real estate, buildings, and equipment (ii) Liens for non-delinquent Taxes and non-delinquent statutory liens arising other than by reason of default by the Company. The assets and properties whether owned or leased leased) currently used in the normal operations of the Business have been maintained in normal operating condition by the Company are sufficient to operate and conduct the Business in a manner consistent with at least the same standards of quality and reliability as have been achieved as normal maintenance procedures of the date hereof. The Company and, to the Company's possession of such property has not been disturbed and no claim has been asserted, whether oral or in writing, against the Company adverse to its rights in such leasehold interests. (b) All buildings, structures, appurtenances and material items of machinery, equipment and other material tangible assets used by the Company in connection with the Business are in good operating condition and repair, normal wear and tear exceptedknowledge, are usable in the ordinary course of business, are adequate and suitable for the uses to which they are being put and conform in all free from material respects to all applicable laws, ordinances, codes, rules, regulations and authorizations relating to their construction, use and operation, except where such non-compliance would not have a Material Adverse Effect on the Companydefects.

Title to and Condition of Property. (a) The Each Company does not own any real property. The Disclosure Schedule identifies has good and valid title to all of the rights and interests in leasehold estates tangible personal property owned by the Company as of it on the date hereof, and the nature and amount of its interest therein. To the Knowledge of the Company, the Company has valid, subsisting and enforceable leases to all leasehold estates identified and reflected in the Disclosure Schedule and either good and marketable title or rights as lessee to all personalty of any kind or nature owned or used by the Company in connection with the Business, in each case free and clear of all Liens except other than Permitted Liens. All parcels of owned real property used in the Business, including the Lake Property and the real property underlying the residence, are listed by assessor parcel number on Section 2.13(a) of the Company Disclosure Schedule. All tangible personal property used by any of the Companies in the operation of the Business is in good condition and repair, subject to reasonable wear and tear considering the age of such property. (b) All leases of real property and all other leases material to a Company under which such Company, as lessee, leases real or personal property are valid and binding in accordance with their respective terms, there is not under such lease any material existing default by such Company or, to the knowledge of any Company, the lessors thereunder, or any event which with notice or lapse of time would constitute such a default, and in the case of real estate leases such Company quietly enjoys the premises provided for (i) Liensin such lease except, defects or irregularities of title identified on the Disclosure Schedule whichin each case, as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect. (c) All of the Companies’ inventory as of the most recent practicable date is listed and described on Section 2.13(c) of the Company Disclosure Schedule with the same level of detail as the Companies maintain in the ordinary course of business. (d) All of the Companies’ equipment with a value in excess of $5,000 and used in the Business as of the most recent practicable date is listed and described in Section 2.13(d) of the Company Disclosure Schedule with the same level of detail as the Companies maintain in the ordinary course of business. (e) All vineyards located on the Companies’ real property are in a condition suitable for growing of grapes and production of wine in quantities and of a quality comparable to those of the three (3) most recent years and, to the knowledge of the Companies, are not currently subject to any infestation of pests, including without limitation phylloxera, P▇▇▇▇▇’▇ disease and leaf roll virus to any greater extent than comparable vineyards in the Napa Valley. (f) The Companies possess all necessary rights, licenses, permits and other authorizations, including any riparian, appropriative and prescriptive rights, to appropriate and use water, and they have full right and access to all the sources and sufficient quantities of water, for all historical (within the past five years) and current operations and activities of the Companies in the Business, as well as the future operations and activities of the Companies in the Business for the next five (5) years at the same levels as such operations and activities are currently conducted (“Water Rights”). To the knowledge of the Companies, there are no facts or circumstances which would limit or reduce the Water Rights after expiration of the five (5) year period. The Companies have all permits and licenses required for the operation and use of any w▇▇▇▇ from which water for use in the Business is drawn. To the knowledge of the Companies, (i) all such w▇▇▇▇ have the capacity to produce water at current levels of operation for the next five (5) years and (ii) there are no facts or circumstances which would limit or reduce such capacity after expiration of the five (5) year period. All Water Rights are freely transferable to Buyer without modification, revocation, amendment or review by any third person, including any Governmental Entity or third party. (g) To the Companies’ knowledge, there are no state or federal permits or approvals, or consultations with any state or federal agency, required to continue to use the properties owned or leased by the Companies as they have been used for the past five years because of the protected or special status of any plant or animal species or protected habitat, or any wetlands or other waters under the jurisdiction of any state or federal agency. (h) As used herein, “Permitted Liens” means (i) Liens disclosed in the Financial Statements, (ii) Liens disclosed in Section 2.13(a) of the Company Disclosure Schedule, (iii) Liens for current Taxes not yet due and payable and other standard exceptions commonly found in title policies in the jurisdiction where the property is located, (iv) such encumbrances and imperfections of title, if any, as do not materially detract from or the value of the properties and do not materially interfere with the present or reasonably foreseeable proposed use or value of the such properties subject thereto or otherwise have or reasonably could have a Material Adverse Effect on the Companymaterially impair such operations, and (iiv) Liens for non-delinquent Taxes imposed or promulgated by laws with respect to real property and non-delinquent statutory liens arising other than by reason of default by the Company. The assets improvements, (vi) mechanics’, carriers’, workmen’s, repairmen’s and properties owned or leased by the Company are sufficient to operate and conduct the Business in a manner consistent with at least the same standards of quality and reliability as have been achieved as of the date hereof. The Company's possession of such property has not been disturbed and no claim has been asserted, whether oral or in writing, against the Company adverse to its rights in such leasehold interests. (b) All buildings, structures, appurtenances and material items of machinery, equipment and other material tangible assets used by the Company in connection with the Business are in good operating condition and repair, normal wear and tear excepted, are usable similar Liens incurred in the ordinary course of business, business evidencing amounts that are adequate and suitable for the uses to which they are being put and conform in all material respects to all applicable laws, ordinances, codes, rules, regulations and authorizations relating to their construction, use and operation, except where such non-compliance not yet due or (vii) Liens that would not have reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.

Title to and Condition of Property. (a) The Company does not own any real property. The Disclosure Schedule identifies all Except as specifically disclosed in Section 3.16(a)(i) of the rights and interests in leasehold estates owned by the Company as of the date hereof, and the nature and amount of its interest therein. To the Knowledge of the CompanyDisclosure Letter, the Company and each Subsidiary thereof has valid, subsisting and enforceable leases to all leasehold estates identified and reflected in the Disclosure Schedule and either good and marketable title to, or rights as lessee to in the case of leased property have valid leasehold interests in, all personalty of any kind or nature owned or used by the Company in connection with the Businessits properties and assets, in each case free and clear of all Liens except for (i) mortgages, Liens, defects restrictions or irregularities encumbrances. All owned or leased real property of title identified the Company or any Subsidiary thereof is described in Section 3.16(a)(ii) of the Company Disclosure Letter. A true copy of each deed for each parcel of real property owned by the Company or any Subsidiary thereof and each lease to which the Company or any Subsidiary thereof is a party, is listed in Section 3.16(a)(ii) of the Company Disclosure Letter and has been delivered by the Company to Parent. Each lease is in full force and effect and affords the Company or the Subsidiary, as the case may be, peaceful and undisturbed possession of the subject matter of such lease. No default or event of default on the Disclosure Schedule which, individually or in the aggregate, do not detract from or materially interfere with the present or reasonably foreseeable use or value part of the properties subject thereto Company or otherwise have or reasonably could have a Material Adverse Effect on its Subsidiary or, to the knowledge of the Company, on the part of the lessor, exists under any lease, and (ii) Liens for non-delinquent Taxes and non-delinquent statutory liens arising other than by reason neither the Company nor its Subsidiary has received any notice of default under any such lease or any indication that the owner of the leased property intends to terminate such lease, and, no event has occurred which with notice or the lapse of time, or both, would constitute a default under any such lease. Except as specifically disclosed in Section 3.16(a)(iii) of the Company Disclosure Letter, each of the Company and its Subsidiaries holds all easements, rights-of-way and other rights (all of which are properly recorded) necessary to own, operate and maintain its physical plant and business operations as currently conducted and contemplated, and is not in breach of, or default under, any such easement, right-of-way or other right and there are not any burdensome limitations or obligations on the Company or any Subsidiary thereof under any such easement, right-of-way or other right. A listing and true copies of all easements and rights-of-way is provided in Section 3.16(a)(iv) of the Company Disclosure Letter. (b) Except as set forth in Section 3.16(b) of the Company Disclosure Letter, neither the Company nor any Subsidiary thereof is in violation of any zoning, land-use, building or safety law, ordinance, regulation or requirement or other law or regulation applicable to the operation of its owned or leased properties, nor has it received any notice of violation with which it has not complied, in any case in which the consequences of such violation if asserted by the Companyapplicable regulatory authority would be adverse with respect to the Company or its Subsidiary. The assets All real property owned or leased and properties all tangible personal property owned or leased by the Company are sufficient to operate and conduct any Subsidiary thereof taken as a whole and required for the Business purpose of carrying on its business and operations, is in a manner consistent with at least the same standards of quality and reliability as have been achieved as of the date hereof. The Company's possession of such property has not been disturbed and no claim has been asserted, whether oral or in writing, against the Company adverse to its rights in such leasehold interests. (b) All buildings, structures, appurtenances and material items of machinery, equipment and other material tangible assets used by the Company in connection with the Business are in good adequate operating condition and repair, normal reasonable wear and tear excepted, are usable and no portion of any such real or personal property has suffered any damage by fire or other casualty which has not heretofore been completely repaired and restored to its original condition to the extent necessary or useful in the ordinary course continued operation of its business, are adequate and suitable for the uses to which they are being put and conform in all material respects to all applicable laws, ordinances, codes, rules, regulations and authorizations relating to their construction, use and operation, except where such non-compliance would not have a Material Adverse Effect on the Company.