Sonder Notice Clause Samples

Sonder Notice. ▇▇ ▇▇▇▇▇▇▇▇ confirms no Marriott Restriction exists under Section 1.5.A.ii.2 or does not respond within the 10 business day period Sonder provides Marriott a Follow-Up Notice, then Sonder may notify Marriott in writing with respect to each New Sonder Property, as follows (each, a “Second Notice”): (i) for acquisitions of a Controlling Ownership Interest by a Sonder Party in any open and operating Lodging Facilities, no fewer than 30 days prior to the closing of the acquisition (and if Sonder desires that such New Sonder Property that will become a Sonder Controlled Property be operated by a Management Company, such notice to Marriott will also include the Due Diligence Information regarding the proposed Management Company); (ii) for acquisitions of a Controlling Ownership Interest by a Sonder Party in any under development or to be developed Lodging Facilities, no fewer than 30 days prior to the closing of the acquisition (and if Sonder desires that such New Sonder Property be operated by a Management Company, such notice to Marriott will also include the Due Diligence Information regarding the proposed Management Company); or (iii) for a Lodging Facility that will be operated by a Sonder Party (each, an “Operated Property”) under an operating or management agreement (such agreement, the 3632659v2 –License Agreement 3 “Management Agreement”) between a Sonder Party and an Unaffiliated Person (each, a “New Owner”), no fewer than 90 days prior to the applicable Sonder Party assuming operations of such Lodging Facility (and such notice to Marriott will also include the Due Diligence Information regarding the New Owner). Any Second Notice provided by ▇▇▇▇▇▇ must be delivered within 90 days following the First Notice; provided, however, in the event that ▇▇▇▇▇▇ is in active negotiations regarding the New Sonder Property and provides written notice to Marriott of the same, ▇▇▇▇▇▇ will have an additional 90 days to deliver the Second Notice (for a total of 180 days). Each Follow-Up Notice regarding a New Sonder Property that would become an Operated Property will include a representation by Sonder that (A) the Management Agreement for such New Sonder Property complies with the terms of Section 26.11, and (B) no Marriott Restriction exists with respect to clause (v) of the definition of “Marriott Restriction” with respect to such New Sonder Property.