Common use of Shareholders, Directors, Officers or Employees as Government Officials Clause in Contracts

Shareholders, Directors, Officers or Employees as Government Officials. Vistana represents and warrants that no Individual is a Related Official or is expected to become a Related Official during the Term (or any Tail Period). At least thirty (30) days before any Individual becomes a Related Official, Vistana shall disclose to Starwood the expectation that such Individual will become a Related Official and the compensation payable to such Individual or their immediate family member by virtue of their status as an equityholder, director, officer or employee of Vistana or director of an equityholder of Vistana. For the purpose of this Section 21.3, “Related Official” means any (i) equityholder, director, officer or employee of Vistana, (ii) director of an equityholder of Vistana, or (iii) immediate family member of any of the foregoing, who in each case is a Non-US Government Official with the ability to take or influence official action in relation to the development or operation of any Licensed Vacation Ownership Property.