Common use of Proxy Statement; Registration Statements Clause in Contracts

Proxy Statement; Registration Statements. None of the information regarding any of Starwood or any of its Subsidiaries (including the Vistana Entities), the Vistana Business, or the transactions contemplated by this Agreement or any Transaction Document to be provided by Starwood or Vistana or any of their respective Subsidiaries specifically for inclusion in, or incorporation by reference into, the Proxy Statement, the Registration Statement, the Vistana Registration Statement or the documents relating to the Distribution that are filed with the SEC and/or distributed to Starwood stockholders (the “Distribution Documents”) will, in the case of the definitive Proxy Statement and the Distribution Documents or any amendment or supplement thereto, at the time of the mailing of the definitive Proxy Statement and the Distribution Documents and any amendment or supplement thereto, or, in the case of the Registration Statement and the Vistana Registration Statement, at the time such registration statement becomes effective, at the Distribution Date and at the Effective Time, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Vistana Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, except that no representation is made by Starwood or Vistana with respect to information provided by ILG specifically for inclusion in, or incorporation by reference into, the Vistana Registration Statement.

Proxy Statement; Registration Statements. None of the information regarding any of Starwood the Company or any of its Subsidiaries (including the Vistana SpinCo Entities), the Vistana SpinCo Business, or the transactions contemplated by this Agreement or any Transaction Document Transactions to be provided by Starwood the Company or Vistana SpinCo or any of their respective Subsidiaries specifically for inclusion in, or incorporation by reference into, the Proxy Statement, the Parent Registration Statement, the Vistana SpinCo Registration Statement or the documents relating to the Distribution that are filed with the SEC and/or distributed to Starwood Company stockholders or Parent shareholders (the “Distribution Documents”) will, in the case of the definitive Proxy Statement and the Distribution Documents or any amendment or supplement thereto, at the time of the first mailing of the definitive Proxy Statement and the Distribution Documents and of any amendment or supplement thereto, or, in the case of the Parent Registration Statement and or the Vistana SpinCo Registration Statement, at the time such registration statement becomes effective, on the date of the Parent Shareholders Meeting, at the Distribution Date and Time or at the Effective Time, contain an untrue or false statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading. The Vistana SpinCo Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, except that no representation is made by Starwood the Company or Vistana SpinCo with respect to information provided by ILG Parent specifically for inclusion in, or incorporation by reference into, the Vistana SpinCo Registration Statement.

Proxy Statement; Registration Statements. None of the information regarding any of Starwood or any of its Subsidiaries the Moon Entities (including the Vistana SpinCo Entities), the Vistana SpinCo Business, or the transactions contemplated by this Agreement or any the Transaction Document to be Documents provided by Starwood or Vistana Moon, SpinCo or any of their respective Subsidiaries other Moon Entity (including the SpinCo Entities) specifically for inclusion in, or incorporation by reference into, the Proxy Statement, the Clover Registration Statement, the Vistana SpinCo Registration Statement or the documents relating to the Distribution that are filed with the SEC and/or or distributed to Starwood Moon stockholders (the “Distribution Documents”) will, in the case of the definitive Proxy Statement and the Distribution Documents or any amendment or supplement thereto, at the time of the mailing of the definitive Proxy Statement and the Distribution Documents and any amendment or supplement thereto, or, in the case of the Clover Registration Statement and the Vistana SpinCo Registration Statement, at the time such registration statement becomes effective, at the Distribution Date and at the Effective Time, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Vistana SpinCo Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, except that no representation is made by Starwood Moon or Vistana SpinCo with respect to information provided by ILG Clover specifically for inclusion in, or incorporation by reference into, the Vistana SpinCo Registration Statement.