REPRESENTATIONS AND WARRANTIES OF STARWOOD. Except as otherwise disclosed or identified in (i) the Starwood SEC Documents filed on or prior to the date hereof (excluding any risk factor disclosure and disclosure of risks included in any “forward-looking statements” disclaimer included in such Starwood SEC Documents that are predictive, forward-looking or primarily cautionary in nature); provided, this exception shall apply only to the extent that the relevance of such disclosure to the applicable representation and warranty is reasonably apparent on its face, or (ii) the Starwood Disclosure Schedule, Starwood hereby represents and warrants to ILG and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF STARWOOD. Except as set forth in any Starwood SEC Document filed with the Securities and Exchange Commission (the “SEC”) since January 1, 2015 and publicly available at least one business day prior to the date of this Agreement (as amended to the date of this Agreement, the “Starwood Filed SEC Documents”) (excluding any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature) or as disclosed in the disclosure letter delivered by Starwood to Marriott prior to the execution of this Agreement (the “Starwood Disclosure Letter”) and making reference to the particular subsection of this Agreement to which exception is being taken (provided, that such disclosure shall be deemed to qualify that particular subsection and such other subsections of this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to such other subsections), Starwood represents and warrants to Marriott as follows:
REPRESENTATIONS AND WARRANTIES OF STARWOOD. 18 4.1 Organization and Corporate Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 4.2
REPRESENTATIONS AND WARRANTIES OF STARWOOD. As a material inducement to the WD Parties to enter into this Agreement, Starwood hereby represents and warrants to the WD Parties that:
REPRESENTATIONS AND WARRANTIES OF STARWOOD. Section 4.01. Organization of Starwood 24 Section 4.02. Due Authorization 25 Section 4.03. No Conflict 25 Section 4.04. Governmental Consents 25 Section 4.05. Litigation and Proceedings 26 Section 4.06. Brokers’ Fees 26 ARTICLE V
