Deflagging Sample Clauses

Deflagging. Upon the occurrence of any of the events below (each a “Deflagging Event”), without limiting its other rights and remedies herein, Licensor has the right to require Licensee to Deflag the applicable Licensed Vacation Ownership Property and terminate access to or use of all Licensed IP, Hilton Data and Loyalty Program by the applicable Licensed Vacation Ownership Property, whether or not it is Controlled by an HOA or Controlled by Licensee (the “Deflagged Property”), and Licensor may exercise the applicable remedy as set forth below: (a) If execution is levied against any Licensed Vacation Ownership Property in connection with a final, non-appealable judgment for the payment of an amount in excess of $10,000,000 USD (as adjusted annually after the Effective Date by the CPI Adjustment), or a suit to foreclose any lien, mortgage or security interest (except for foreclosures with respect to consumer financing and mechanics liens that are placed on such Licensed Vacation Ownership Property in the ordinary course of business) on such Licensed Vacation Ownership Property or any property necessary for the operation of such Licensed Vacation Ownership Property in accordance with Standards and Agreements, is initiated and not vacated within ninety (90) days, then Licensor may issue of notice of breach to Licensee with respect to such Licensed Vacation Ownership Property. Licensee shall have thirty (30) days following notice of breach to post a bond or provide other financial assurances reasonably acceptable to Licensor that such Licensed Vacation Ownership Property can continue to operate as part of the Licensed Vacation Ownership Business in accordance with this Agreement. Licensee’s failure to obtain such bond or provide adequate financial assurances is a Deflagging Event and Licensor may Deflag such Licensed Vacation Ownership Property immediately upon notice to Licensee. (b) An on-going threat or danger to public health or safety occurs at any Licensed Vacation Ownership Property, and such occurrence has or is reasonably expected to have a substantial, material and adverse effect on such Licensed Vacation Ownership Property, Licensor, the Licensed IP or any goodwill associated therewith, Licensee will notify Licensor of the threat or danger and Licensee will provide Licensor with a plan to address such threat or danger in a manner reasonably acceptable to Licensor, which plan may include proposed arrangements to accommodate guests at alternative lodging faciliti...
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Deflagging. (a) In the event any Licensed VO Product is operated in a manner that does not comply, in all material respects, with Section 6.1, SpinCo may issue a written notice of breach to RemainCo with respect to such Licensed VO Product. If RemainCo fails to cure such breach, or enter into a remediation arrangement with SpinCo containing terms reasonably acceptable to SpinCo within twenty-one (21) days following receipt of such notice from SpinCo, or fails to improve the performance of such Licensed VO Product in accordance with such remediation arrangement, SpinCo shall issue another written notice of breach to RemainCo with respect to such Licensed VO Product, and the right of RemainCo to use the Licensed Marks in connection with such Licensed VO Product shall immediately cease with respect to such Licensed VO Product (such property, a “Deflagged Licensed VO Product”). Except as set forth in Section 17.2(b) or Section 17.2(c), the rights and remedies of SpinCo set forth in this Section 17.1(a) shall be SpinCo’s sole and exclusive remedy with respect to the failure of any Licensed VO Product to comply with Section 6.1 of this Agreement. (b) In the event any Licensed VR Property is operated in a manner that does not comply, in all material respects, with Section 6.2, SpinCo may issue a written notice of breach to RemainCo with respect to such Licensed VR Property. If RemainCo fails to cure such breach, or enter into a remediation arrangement with SpinCo containing terms reasonably acceptable to SpinCo within twenty-one (21) days following receipt of such notice from SpinCo, or fails to improve the performance of such Licensed VR Property in accordance with such remediation arrangement, SpinCo shall issue another written notice of breach to RemainCo with respect to such Licensed VR Property, and the right of RemainCo to use the Licensed Marks in connection with such Licensed VR Property shall immediately cease with respect to such Licensed VR Property (such property, a “Deflagged Licensed VR Property”). Except as set forth in Section 17.2(b) or Section 17.2(c), the rights and remedies of SpinCo set forth in this Section 17.1(b) shall be SpinCo’s sole and exclusive remedy with respect to any failure of any Licensed VR Property to comply with Section 6.2 of this Agreement. (c) In the event any Licensed VO Product or Licensed VR Property becomes a Deflagged Licensed VO Product or Deflagged Licensed VR Property in accordance with this Section 17.1, RemainCo shall have t...
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Deflagging. Seller hereby agrees to use commercially reasonable efforts to remove all signs, logos and other identifying marks, except as relates to the Xxxxxxxxx Brand, from the Hotels and to repair any damage caused by such removal within sixty (60) days after Closing at Seller’s sole cost and expense, in compliance of all Laws, and in a manner so as to minimize interference with the operation of the Property. Seller will discuss and coordinate any work to be performed by or on behalf of Seller after the Closing Date pursuant to this Section with Buyer prior to the performance of such work. The provisions of this Section 17 shall survive the Closing.
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Related to Deflagging

  • Food and Beverages No Exhibitor shall sell or distribute food or beverages of any type without the express, written consent of Management and/or Center.

  • As-Builts Seller shall provide final as-built drawings of the Seller-Owned Interconnection Facilities within 30 Days of the successful completion of the Acceptance Test.

  • Food and Beverage All food and beverages (alcoholic and non alcoholic) which are located at the Hotel (whether opened or unopened), or ordered for future use at the Hotel as of the Closing, including, without limitation, all food and beverages located in the guest rooms, but expressly excluding any alcoholic beverages to the extent the sale or transfer of the same is not permitted under Applicable Law (the “F&B”);

  • Catering Cafeteria style of serving meals will be acceptable, providing dishes are carried back by the Culinary Staff. The food shall be of good quality and have the approval of the Camp Committee of the Building and Construction Trades Council of Ontario. There shall be sufficient housekeeping staff supplied by the Culinary Workers to keep the bunkhouses clean, and beds shall be made up each day by such staff. Kitchen facilities, equipment and food supplies shall be subject to inspection by the duly authorized Camp Committee at any and all times and further all grievances shall be dealt with by said Committee.

  • System Logging The system must maintain an automated audit trail which can 20 identify the user or system process which initiates a request for PHI COUNTY discloses to 21 CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY, 22 or which alters such PHI. The audit trail must be date and time stamped, must log both successful and 23 failed accesses, must be read only, and must be restricted to authorized users. If such PHI is stored in a 24 database, database logging functionality must be enabled. Audit trail data must be archived for at least 3 25 years after occurrence.

  • Shopping Goods and works estimated to cost less than $100,000 equivalent per contract may be procured under contracts awarded on the basis of Shopping.

  • Operators Any and all Operators of the Equipment shall be duly experienced, trained and qualified to operate Equipment of this type. Although We may, from time to time, recommend certain qualified Operators with whom We are familiar, We do not supply Operators. You must supply and employ any Operator who operates the Equipment (even if the Operator is the owner of the Equipment or owner of a company that owns the Equipment) and that Operator shall be deemed to be Your employee and acting under Your supervision or control for all purposes and shall be covered as an insured on all of Your applicable insurance policies.

  • Tickets Each Ticket represents a limited, revocable license to enter the Venue to attend the specific Event listed on the applicable Ticket. No person, except for attendees under the age of three, may enter the Venue without a Ticket, and re-entry is prohibited. Failure to comply with this Agreement shall result in forfeiture of this license and all rights arising hereunder without refund or credit and shall entitle KSE to pursue all legal remedies available.

  • Classroom Management The certificated classroom teacher demonstrates in his/her performance a competent level of knowledge and skill in organizing the physical and human elements in the educational setting.

  • Bill xx Sale Purchaser shall have executed and delivered the Bill xx Sale.

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