Severability If any provision of this Consulting Agreement is invalid, illegal, or unenforceable, the balance of this Consulting Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
Applicable Law means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.
Other Provisions As specified in the Preliminary Prospectus Supplement dated March 23, 2023 relating to the Securities. Securities Exchange: The Series KK Notes will not be listed on any exchange. Ratings: Baa2 by Xxxxx’x Investors Service, Inc. BBB by S&P Global Ratings Closing Date and Delivery Date: March 27, 2023 Closing Location: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxx. New York, New York 10017 Address for Notices to Underwriters: X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Deutsche Bank Securities Inc. 0 Xxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx Xxxxxxx, XX 00000 ANNEX A Permitted Free Writing Prospectus Final Term Sheet dated March 23, 2023 ANNEX B Issuer Free Writing Prospectus Filed Pursuant to Rule 433 supplementing the Preliminary Prospectus Supplement dated March 23, 2023 Registration No. 333-253260 MARRIOTT INTERNATIONAL, INC. $800,000,000 4.900% Series KK Notes due 2029 PRICING TERM SHEET Dated: March 23, 2023 Issuer: Marriott International, Inc. (the “Company”) Anticipated Ratings (Moody’s / S&P)*: Baa2 / BBB Security: 4.900% Series KK Notes due 2029 (the “Series KK Notes”) Aggregate Principal Amount: $800,000,000 Maturity Date: April 15, 2029 Coupon: 4.900% Interest Payment Dates: April 15 and October 15, commencing on October 15, 2023 Day Count Convention: 360-day year consisting of twelve 30-day months Price to Public: 98.732% of the principal amount Benchmark Treasury: 4.000% due February 29, 2028 Benchmark Treasury Price / Yield: 102-15 3⁄4 / 3.446% Spread to Benchmark Treasury: +170 basis points Yield to Maturity: 5.146%
Applicable Legal Requirements means all laws (including common law), statutes, regulations, codes, rules, treaties, ordinances, judgments, directives, permits, decrees, decisions, approvals, interpretations, injunctions, writs, orders or other similar legal requirements in effect of any governmental authority relating to the Work, either of the Parties, ADA-ES, Inc., the Project or any of the activities of either of the Parties contemplated by the Potential Transaction.
Legal Requirements means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.
Governing Law This Agreement is governed by, and shall be construed in accordance with, English law.
Burdensome Restrictions means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.08.
Governing Laws means the CRLPA, DRULPA, MULPL, KRULPA, TRLPA and FRULPA, as applicable.
former provisions means the provisions of the Petroleum Act 1936 which, by force of section 134 of the Petroleum Act are deemed to subsist and enure in their application to or in relation to the Xxxxxx Island Lease;
Unsuitable for Its Permitted Use means, with respect to any Facility, a state or condition of such Facility such that (a) following any damage or destruction involving a Facility, (i) such Facility cannot be operated on a commercially practicable basis for its Permitted Use and it cannot reasonably be expected to be restored to substantially the same condition as existed immediately before such damage or destruction, and as otherwise required by Section 10.2.4, within twelve (12) months following such damage or destruction or such longer period of time as to which business interruption insurance is available to cover Rent and other costs related to the applicable Property following such damage or destruction, (ii) the damage or destruction, if uninsured, exceeds $1,000,000 or (iii) the cost of such restoration exceeds ten percent (10%) of the fair market value of such Property immediately prior to such damage or destruction, or (b) as the result of a partial taking by Condemnation, such Facility cannot be operated, in the good faith judgment of Tenant, on a commercially practicable basis for its Permitted Use.
Applicable Laws means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.
provisions means "provisions, terms, agreements, covenants and/or conditions"; (iii) "lien" shall mean "lien, charge, encumbrance, title retention agreement, pledge, security interest, mortgage and/or deed of trust"; (iv) "obligation" shall mean "obligation, duty, agreement, liability, covenant and/or condition"; (v) "any of the Leased Premises" shall mean "the Leased Premises or any part thereof or interest therein"; (vi) "any of the Land" shall mean "the Land or any part thereof or interest therein"; (vii) "any of the Improvements" shall mean "the Improvements or any part thereof or interest therein"; (viii) "any of the Equipment" shall mean "the Equipment or any part thereof or interest therein"; and (ix) "any of the Adjoining Property" shall mean "the Adjoining Property or any part thereof or interest therein".
Enforceability Limitations means limitations on enforcement and other remedies by or arising under or in connection with applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws affecting creditors’ rights generally or general principles of equity.
statutory provision means a provision of an Act or of an instrument made under an Act.
Applicable Laws and Regulations means all duly promulgated applicable federal, State and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders, permits and other duly authorized actions of any Governmental Authority having jurisdiction over the relevant parties, their respective facilities, and/or the respective services they provide.
Conditions of Use means Conditions 1 to 10 and the Schedules and Appendices of this document.
Limitation of Liability Insert the following Section 15, after Section 14:
Ordinances means the ordinances of the City of Polk City, Iowa, as embodied in this Code of Ordinances, ordinances not repealed by the ordinance adopting this Code of Ordinances, and those enacted hereafter.