MARRIOTT Sample Clauses

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 ▇▇▇▇▇▇▇▇, 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.

MARRIOTT. The Starwood financial advisors applied, based on their review of the selected public companies and their experience and professional judgment, a reference range of multiples of 13.1x to 14.1x (the midpoint of which corresponds to the median of the estimated TEV/2015E EBITDA multiples for the selected public companies) to the estimated Adjusted EBITDA of Marriott for the calendar year ending on December 31, 2015 based on the Starwood-adjusted Marriott financial forecasts, which projected the same amount of Adjusted EBITDA for Marriott in both the Starwood-adjusted Marriott Forecasts—Base Case and the Starwood-adjusted Marriott Forecasts—Conservative Case for the calendar year ending on December 31, 2015, 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 $65.99 to $72.14. The Starwood financial advisors also applied, based on their review of the selected public companies and their experience and professional judgment, a reference range of multiples of 12.4x to 13.4x (the midpoint of which corresponds to the median of the estimated TEV/2016E EBITDA multiples for the selected public companies) to the estimated Adjusted EBITDA of Marriott for the calendar year ending on December 31, 2016 based on the Starwood-adjusted Marriott financial forecasts, which projected the same amount of Adjusted EBITDA for Marriott in both the Starwood-adjusted Marriott Forecasts—Base Case and the Starwood-adjusted Marriott Forecasts—Conservative Case for the calendar year ending on December 31, 2016, 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,...

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. ▇▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇▇▇’s principal executive offices are located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Marriott’s telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. 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., 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and their telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. 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 “Starwood Merger”), with Starwood surviving the merger as a wholly owned subsidia...

MARRIOTT. Marriott" means Marriott Corporation, a Delaware -------- corporation, now known as Host Marriott Corporation.

MARRIOTT. Recitals Marriott Lease: Recitals Marriott Lease Guaranty: Recitals Marriott Tenant: Recitals Net Proceeds: Subsection 4.2(b)

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;