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.
Conditions of Use means Conditions 1 to 10 and the Schedules and Appendices of this document.
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%
Contractual Requirement shall have the meaning provided in Section 8.3.
Burdensome Restrictions means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.08.
Governing Law This Agreement is governed by, and shall be construed in accordance with, English law.
Subordination Provisions has the meaning specified in Section 8.01(l).
Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.
Conditions of Approval means condition(s) imposed by the Municipality in the approval of a land development application, including any conditions contained in the annexure(s) and/or plans and/or attachment(s) that form part of the approval and/or are referred to in the approval of the land development application;
Governing Laws means the CRLPA, DRULPA, MULPL, KRULPA, TRLPA and FRULPA, as applicable.
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.
Permitted Non-Recourse Guarantees means customary completion or budget guarantees or indemnities (including by means of separate indemnification agreements and carve-out guarantees) provided under Non-Recourse Debt in the ordinary course of business by the Company or any Subsidiary of the Company in financing transactions that are directly or indirectly secured by real estate assets or other real estate-related assets (including equity interests) of a Subsidiary of the Company (or entity in which the Company is the general partner or managing member), in each case that is the borrower in such financing, but is non-recourse to the Company or any of the Company’s other Subsidiaries, except for customary completion or budget guarantees or indemnities (including by means of separate indemnification agreements or carve-out guarantees) as are consistent with customary industry practice (such as environmental indemnities and recourse triggers based on violation of transfer restrictions and other customary exceptions to nonrecourse liability).
Compliance Obligations means obligations of the AMC to comply with: (a) laws or international guidance and internal policies or procedures, (b) any demand or request from authorities or reporting, disclosure or other obligations under laws, and (c) laws requiring us to verify the identity of our customers.
Remedies Exception means (a) applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application, heretofore or hereafter enacted or in effect, affecting the rights and remedies of creditors generally, and (b) the exercise of judicial or administrative discretion in accordance with general equitable principles, particularly as to the availability of the remedy of specific performance or other injunctive relief.
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.
Compliance agreement means a written agreement between a person and the Commissioner to achieve compliance with this quarantine.
Conditions of Carriage means these conditions of carriage.
Indemnification Agreements has the meaning set forth in Section 2.5.
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.
Environmental Indemnity Agreement means the Environmental Indemnity Agreement dated as of the Closing Date, from Borrower and the Guarantor, collectively, as indemnitor, to Lender, as indemnitee, as the same may be amended, modified or supplemented from time to time.
Limitation of Liability Insert the following Section 15, after Section 14:
Conditions of Contract means those statements contained in or delivered with your Ticket/s or Itinerary/Receipt, identified as such and which incorporate by reference, these Conditions of Carriage and notices.