Common use of Block Exemption Clause in Contracts

Block Exemption. Starwood and Vistana acknowledge and agree that the license is granted on the assumption that this Agreement complies, and will continue to comply, with the European Commission’s Block Exemption Regulation for Vertical Agreements (EU No. 330/2010) (the “Regulation”) and with Article 101 of the Treaty on the Functioning of the European Union (“Article 101”) and with the official interpretative guidelines of 2010, and any successor to the Regulation and to the guidelines. If, at any time, questions arise concerning this Agreement’s compliance with the Regulation, the parties shall use their commercially reasonable efforts to cooperate with each other to amend this Agreement, either to bring it into conformity with the requirements of the Regulation or to seek an alternative way to comply with Article 101. If, in Starwood’s sole judgment, this Agreement cannot be modified to comply with Article 101, including the Regulation, without undermining material elements of the license relationship, Starwood may, at its option, without liability for such action or any further obligation to Vistana, terminate the provisions of this Agreement and the license upon thirty (30) days’ notice to Vistana as to the portions of the Agreement or Territory that violate the Regulation. In such event, with respect to any change in the territorial rights that are materially adverse to Vistana or a material decrease in revenue of the Licensed Business that are directly attributable to such termination, the Base Royalty shall be equitably adjusted to take into account the termination of the provisions of this Agreement and the license as to the portions of the Territory that include the European Union. To the extent that the post-termination obligations described in Section 20 of this Agreement would be applicable, Vistana and its Affiliates will comply with such obligations.

Block Exemption. Starwood Licensor and Vistana Licensee acknowledge and agree that the license is granted on the assumption that this Agreement complies, and will continue to comply, with the European Commission’s Block Exemption Regulation for Vertical Agreements (EU No. 330/2010) (the “Regulation”) and with Article 101 of the Treaty on the Functioning of the European Union (“Article 101”) and with the official interpretative guidelines of 2010, and any successor to the Regulation and to the guidelines. If, at any time, questions arise concerning this Agreement’s compliance with the Regulation, the parties shall agree to use their commercially reasonable best efforts and to cooperate with each other to amend this Agreement, Agreement either to bring it into conformity with the requirements of the Regulation or to seek an alternative way to comply with Article 101. If, in StarwoodLicensor’s sole judgment, this Agreement cannot be modified to comply with Article 101, including the Regulation, without undermining material elements of the license relationship, Starwood Licensor may, at its option, without liability for such action or any further obligation to VistanaLicensee, terminate the provisions of this Agreement and the license upon thirty (30) days’ notice to Vistana Licensee as to the portions of the Agreement or Territory that violate the Regulation. In such event, with respect to any change in the territorial rights that are materially adverse to Vistana Licensee or a material decrease in revenue of the Licensed Business that are directly attributable to such termination, the Base Royalty shall be equitably adjusted to take into account the termination of the provisions of this Agreement and the license as to the portions of the Territory that include the European Union. To the extent that the post-termination obligations described in Section 20 19 of this Agreement would be applicable, Vistana Licensee and its Affiliates will comply with such obligations.