MARRIOTT Sample Clauses

MARRIOTT. Borrower has assigned a first in priority security interest (subject to perfection) in the distribution interest of Borrower in the Marriott Joint Venture.
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MARRIOTT. The Residence Owner acknowledges that: (i) the Hotel is independently owned by INVERSIONES MARINA GOLFITO S.A., a company organized and existing under the laws of Costa Rica (“Licensee”) and not by Xxxxxxxx, and Licensee has been granted a license to use Marriott’s trademarks pursuant to a franchise agreement with Marriott (the “Franchise Agreement”); and (ii) the Hotel is operated by ENJOY GROUP DE COSTA RICA EGCR S.A. (in such capacity, “Hotel Management Company”), an operator Affiliated with Licensee that has been retained by Licensee pursuant to a management agreement between Licensee and Hotel Management Company to which Marriott is not a party. The relationship of Marriott to the Hotel and the Unit is merely that of a licensor of a franchise to operate a hotel and a license to market, offer, and sell branded residences, using certain of Marriott’s trademarks accordance with and subject to the terms and conditions contained in the Franchise Agreement, the Residential Marketing License Agreement, and the Residential Trademark License Agreement, and neither Seller nor the Hotel is affiliated with Marriott in any way. The Franchise Agreement is limited in duration and there is no guarantee or other assurance of any kind that the Hotel or the Unit will continue to be associated with Marriott’s trademarks for any period of time. Residence Owner will not have any interest in the Franchise Agreement whatsoever. Residence Owner represents, warrants and covenants that it will not bring any Claim against Marriott or any of its Affiliates in respect of any alleged Claims or Damages arising, relating or pertaining to the purchase of the Unit under the Agreement, including any Claims or Damages relating to any actual or alleged construction or other defect relating to the Unit. Residence Owner acknowledges that: (i) the Condominium is not managed or operated by Marriott, and Licensee (in its capacity as the manager and authorized representative of the Condominium Governance Structure) has been granted a limited license to use the Licensed Marks pursuant to a Residential Trademark License Agreement with Marriott; and (ii) the Condominium is operated by ENJOY GROUP DE COSTA RICA EGCR S.A. (in such capacity, “Association Management Company”), an operator Affiliated with Licensee that has been retained by Licensee and/or the Condominium Governance Structure pursuant to a management agreement between Licensee and/or the Condominium Governance Structure and Association ...
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MARRIOTT. Marriott, a Delaware corporation, is one of the world’s leading lodging companies. Marriott is a worldwide operator, franchisor, and licensor of hotels and timeshare properties in 85 countries and territories under 19 brand names. Marriott also operates, markets, and develops residential properties and provides services to home/ condominium owner associations. Marriott operated or franchised 4,364 properties (749,990 rooms) as of the end of the 2015 third quarter, including 41 home and condominium products (4,203 units) for which Marriott manages the related owners’ associations. Xxxxxxxx believes that its portfolio of brands is the broadest of any lodging company in the world. Consistent with its focus on management, franchising, and licensing, Marriott owns very few of its lodging properties. Xxxxxxxx’s principal executive offices are located at 00000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000. Marriott’s telephone number is (000) 000-0000. Shares of Marriott common stock are listed on the NASDAQ Global Select Market (“NASDAQ”) and the Chicago Stock Exchange and trade under the symbol “MAR.” This joint proxy statement/prospectus incorporates important business and financial information about Marriott from other documents that are incorporated by reference; see the section entitled “Where You Can Find More Information” beginning on page 191. Mars Merger Sub, Inc. and Mars Merger Sub, LLC Mars Merger Sub, Inc., a Maryland corporation, and Mars Merger Sub, LLC, a Delaware limited liability company, are direct wholly owned subsidiaries of Marriott that were formed solely in contemplation of the Combination Transactions, have not commenced any operations, have only nominal assets and have no liabilities or contingent liabilities, and have not entered into any agreements or arrangements with any third parties other than the merger agreement. Their principal executive offices are located at 00000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 and their telephone number is (000) 000-0000. The Combination Transactions The merger agreement provides that, on the terms and subject to the conditions set forth in the merger agreement and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and the General Corporation Law of the State of Maryland (the “MGCL”), Marriott will combine with Starwood in the following series of transactions, which are Combination Transactions: • first, Starwood Merger Sub will be merged with and into Starwood (the “Star...
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MARRIOTT. The Starwood financial advisors performed a discounted cash flow analysis for the purpose of determining the implied per share equity value of Marriott on a standalone basis. In conducting the discounted cash flow analysis, the Starwood financial advisors utilized the Starwood-adjusted Marriott Forecasts—Base Case and the Starwood-adjusted Marriott Forecasts—Conservative Case. The Starwood financial advisors arithmetically derived the estimated standalone unlevered, after-tax free cash flows that Marriott was forecasted to generate from January 1, 2016 through December 31, 2019 based on the Starwood-adjusted Marriott Forecasts—Base Case and the Starwood-adjusted Marriott Forecasts—Conservative Case prepared and provided to the Starwood financial advisors by Xxxxxxxx’s management as further described in the section entitled “The Combination Transactions—Certain Starwood Financial Forecasts.” The Starwood financial advisors also calculated a range of terminal values for Marriott utilizing the EBITDA multiple method by applying a forward multiple, based on the Starwood financial advisors’ professional judgment given the nature of Marriott and its business and industry, and taking into account their observation that Xxxxxxxx had generally traded at a premium to Starwood based on the companies’ respective long-term historical trading averages, of 12.5 x to 13.5x, to the estimated Adjusted EBITDA of Marriott in the terminal year ending on December 31, 2020. The unlevered, after-tax free cash flows and the range of terminal values were then discounted to present value using a discount rate of 8.4% to 9.4%, based on an estimate of Marriott’s weighted average cost of capital, to derive a range of implied enterprise values for Marriott. A range of implied equity values for Marriott was then calculated by reducing the range of implied enterprise values by the amount of Marriott’s projected net debt (calculated as debt less excess cash) and increasing the range of implied enterprise values by the projected amount of Marriott’s outstanding notes receivable, in each case as of December 31, 2015 and as provided in the Starwood-adjusted Marriott financial forecasts. The Starwood financial advisors’ analysis indicated an implied per share equity value reference range for Marriott on a standalone basis of $101.17 to $113.36 utilizing the Starwood-adjusted Marriott Forecasts— Base Case and of $92.21 to $103.37 utilizing the Starwood-adjusted Marriott Forecasts—Conservative C...
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MARRIOTT. Marriott" means Marriott Corporation, a Delaware -------- corporation, now known as Host Marriott Corporation.
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MARRIOTT. Reasonable evidence that Seller has (i) given notice to Marriott terminating the Existing Management Agreement as of the Closing Date (which may be in the form of a copy of the written notice from Seller to Manager terminating the Existing Management Agreement), and (ii) paid Manager any portion of any termination fees due and payable at or before the Close of Escrow under the Existing Management Agreement;
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MARRIOTT. Recitals Marriott Lease: Recitals Marriott Lease Guaranty: Recitals Marriott Tenant: Recitals Net Proceeds: Subsection 4.2(b)
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Related to MARRIOTT

  • Franchisee A “franchisee” is a retailer or distributor who is authorized or permitted, under a franchise, to use a trademark in connection with the sale, consignment, or distribution of motor fuel.

  • Franchise Agreement (a) Except as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Borrower or Operating Lessee of any default by Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender.

  • Property Manager Any entity that has been retained to perform and carry out property rental, leasing, operation and management services at one or more of the Properties, excluding persons, entities or independent contractors retained or hired to perform facility management or other services or tasks at a particular Property.

  • Property Management Borrower will provide for professional management of the Mortgaged Property by the Property Manager at all times under a property management agreement approved by Lender in writing. Borrower will not surrender, terminate, cancel, modify, renew or extend its property management agreement, or enter into any other agreement relating to the management or operation of the Mortgaged Property with Property Manager or any other Person, or consent to the assignment by the Property Manager of its interest under such property management agreement, in each case without the consent of Lender, which consent will not be unreasonably withheld.

  • Management of the Company The Company's business and affairs shall be conducted and managed by the Member(s) in accordance with this Agreement and the laws of the State of the Formation. Single-Member (Applies ONLY if Single-Member): The Member(s) of the Company has sole authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company or incur any expenditures on behalf of the Company. The Member(s) shall not be liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree, or order of a court. The Company is organized as a “member-managed” limited liability company. The Member(s) is designated as the initial managing Member(s). Multi-Member (Applies ONLY if Multi-Member): Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation, and control of the business and affairs of the Company and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests. Notwithstanding any other provision of this Agreement, the Member shall not, without the prior written consent of the unanimous vote or consent of the Member(s), sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Company; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Company’s assets; mortgage, pledge or encumber the Company’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Company; lend any Company funds or other assets to any person or entity; establish any reserves for working capital repairs, replacements, improvements or any other purpose; confess a judgment against the Company; settle, compromise or release, discharge or pay any claim, demand or debt, including claims for insurance; approve a merger or consolidation of the Company with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Company. The Member(s) shall receive such sums for compensation as Member(s) of the Company as may be determined from time to time by the affirmative vote or consent of Member(s) holding a majority of the Member(s)’ Percentage Interests.

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