Common use of Delegation of Certain Functions; Sublicensing of Marketing Functions Clause in Contracts

Delegation of Certain Functions; Sublicensing of Marketing Functions. A. Licensee may delegate property-level, non-management functions of the MVW Xxxx-Xxxxxxx Business related to recreational activities at Non-RCHC Managed Projects to vendors without Licensor’s consent, provided, that (i) such delegated or subcontracted functions are conducted in accordance with the Brand Standards and this Agreement; (ii) such delegated or subcontracted functions are covered by insurance policies that satisfy the applicable requirements of Sections 16.2 and 16.4; and (iii) any party to which such function has been delegated or subcontracted and that will have access to any Licensor Confidential Information agrees to keep such Licensor Confidential Information confidential in accordance with this Agreement. B. Licensee may delegate non-management functions of the MVW Xxxx-Xxxxxxx Business involving regional and/or local sales and marketing (including brokerage arrangements) of Xxxx-Xxxxxxx Destination Club Products and Xxxx-Xxxxxxx Residential Units for Xxxx-Xxxxxxx Residential Projects to any Affiliate or unrelated third party, provided, that (i) Licensee must ensure such functions are conducted in accordance with the Brand Standards and this Agreement; (ii) such functions are covered by insurance policies that satisfy the applicable requirements of Sections 16.2 and 16.4; (iii) any party to which such function has been delegated or subcontracted and that will have access to any Licensor Confidential Information agrees to keep such Licensor Confidential Information confidential in accordance with this Agreement; (iv) any Affiliate to which such function has been delegated or subcontracted will agree to be bound by the same responsibilities, limitations, and duties of Licensee hereunder that have been delegated to such party, and any third party to which such function has been delegated will agree to be bound by certain terms and conditions as set forth in the applicable sublicense and undertaking; and (v) where the sublicense of the right to use the Licensed Marks and System is required in Licensor’s judgment, (i) if the sublicensee is an Affiliate of Licensee, Licensee shall sublicense to such Affiliate the right to use the Licensed Marks and the System, as necessary to fulfill such function(s) under a sublicense agreement in a form substantially similar to the form attached hereto as Exhibit E and (ii) if the sublicensee is an unrelated third party, Licensee shall sublicense to such third party the right to use the Licensed Marks, as necessary to fulfill such function(s) under an undertaking and sublicense that contains provisions in a form substantially similar to the provisions set forth in Exhibit F. Such delegation shall not result in a novation of any of Licensee’s obligations under this Agreement. Licensee shall provide Licensor with a fully-executed copy of each sublicense agreement and undertaking entered into hereunder promptly following their execution and will notify Licensor in writing upon the termination or expiration of any sublicense agreement or undertaking. Licensee shall not, without Licensor’s prior consent in Licensor’s sole discretion, delegate such functions to an unrelated third party who is known in the community as being of bad moral character; has been convicted in any court of a felony or other offense that could result in imprisonment for one (1) year or more or a fine or penalty of one million dollars ($1,000,000) (as adjusted annually after the Effective Date by the GDP Deflator) or more (or is in control of or controlled by Persons who have been convicted in any court of felonies or such offenses); is a Specially Designated National or Blocked Person; or is a Lodging Competitor. Licensee acknowledges that RHL may have certain consent rights with respect to Licensee’s sublicensing as described above within the RHL Territory. C. Notwithstanding Section 5.8.B. and subject to Section 8.3., (i) Except as provided in Section 5.8.A., no property-level, non-management functions of the MVW Xxxx-Xxxxxxx Business at Projects, such as housekeeping and security, that do not involve the sales or marketing of Xxxx-Xxxxxxx Destination Club Products or Xxxx-Xxxxxxx Residential Units may be delegated without Licensor’s prior consent, which consent Licensor may grant or withhold in its sole discretion. (ii) Licensee may not delegate any of the key functions of the MVW Xxxx-Xxxxxxx Business, including Member services, brand-level marketing, and substantially all of the consumer financing servicing function of the notes for which Licensor or any of its Affiliates is a guarantor, without Licensor’s consent in Licensor’s reasonable business judgment. Notwithstanding Sections 5.8.A. and B., subject to Section 8.3.B(iv), Licensee may not delegate to any person who is not a Related Party any of the key functions of the MVW Xxxx-Xxxxxxx Business, including Member services, senior management of any Project, brand-level marketing, and substantially all of the consumer financing servicing function of the notes for which Licensor or any of its Affiliates is a guarantor, without Licensor’s consent in Licensor’s reasonable business judgment. For avoidance of doubt, Licensee shall be permitted to delegate any of the functions of the MVW Xxxx-Xxxxxxx Business to a Related Party without Licensor’s consent, subject in each case to execution of a sublicense agreement in accordance with Section 5.1, 5.2, and 5.8 hereof to the extent required thereunder. For purposes of this Section 5.8.C, “Related Party” means (i) any wholly-owned subsidiary of Licensee or (ii) any Affiliate of Licensee in which an unrelated third-party holds a passive, minority interest in such Affiliate and such unrelated third-party will not be involved in the performance of any of the key functions of the Licensed Business that are delegated to such Affiliate.

Delegation of Certain Functions; Sublicensing of Marketing Functions. A. Licensee may delegate property-level, non-management functions of the MVW Xxxx-Xxxxxxx Business related to Licensed Business, such as housekeeping, security, and recreational activities at Non-RCHC Managed Projects activities, that do not involve the sales or marketing of Licensed Destination Club Products or Licensed Residential Units to vendors without Licensor’s consent, provided, that (i) such the delegated or subcontracted functions are conducted in accordance with the Brand Standards and this Agreement; (ii) such the delegated or subcontracted functions are covered by insurance policies that satisfy the applicable requirements of Sections 16.2 and 16.416.4 ; and (iii) any party to which such function has been delegated or subcontracted and that will have access to any Licensor Confidential Information agrees to keep such Licensor Confidential Information confidential in accordance with this Agreement. B. Licensee may delegate non-management functions of the MVW Xxxx-Xxxxxxx Licensed Business involving regional and/or local sales and marketing (including brokerage arrangements) of Xxxx-Xxxxxxx Licensed Destination Club Products and Xxxx-Xxxxxxx Licensed Residential Units for Xxxx-Xxxxxxx Licensed Residential Projects to any Affiliate or unrelated third party, provided, that (i) Licensee must ensure such functions are conducted in accordance with the Brand Standards and this Agreement; (ii) such functions are covered by insurance policies that satisfy the applicable requirements of Sections 16.2 and 16.4; (iii) any party to which such function has been delegated or subcontracted and that will have access to any Licensor Confidential Information agrees to keep such Licensor Confidential Information confidential in accordance with this Agreement; (iv) any Affiliate to which such function has been delegated or subcontracted will agree to be bound by the same responsibilities, limitations, and duties of Licensee hereunder that have been delegated to such party, and any third party to which such function has been delegated will agree to be bound by certain terms and conditions as set forth in the applicable sublicense and undertaking; and (v) where the sublicense of the right to use the Licensed Marks and System is required in Licensor’s judgment, (i) if the sublicensee is an Affiliate of Licensee, Licensee shall sublicense to such Affiliate the right to use the Licensed Marks and the System, as necessary to fulfill such function(s) under a sublicense agreement in a form substantially similar to the form attached hereto as Exhibit E and (ii) if the sublicensee is an unrelated third party, Licensee shall sublicense to such third party the right to use the Licensed Marks, as necessary to fulfill such function(s) under an undertaking and sublicense that contains provisions in a form substantially similar to the provisions set forth in Exhibit F. Such delegation shall not result in a novation of any of Licensee’s obligations under this Agreement. Licensee shall provide Licensor with a fully-executed copy of each sublicense agreement and undertaking entered into hereunder promptly following their execution and will notify Licensor in writing upon the termination or expiration of any sublicense agreement or undertaking. Licensee shall not, without Licensor’s prior consent in Licensor’s sole discretion, delegate such functions to an unrelated third party who is known in the community as being of bad moral character; has been convicted in any court of a felony or other offense that could result in imprisonment for one (1) year or more or a fine or penalty of one million dollars ($1,000,000) (as adjusted annually after the Effective Date by the GDP Deflator) or more (or is in control of or controlled by Persons who have been convicted in any court of felonies or such offenses); is a Specially Designated National or Blocked Person; or is a Lodging Competitor. Licensee acknowledges that RHL may have certain consent rights with respect to Licensee’s sublicensing as described above within the RHL Territory. C. Notwithstanding Section 5.8.B. and subject to Section 8.3., (i) Except as provided in Section 5.8.A., no property-level, non-management functions of the MVW Xxxx-Xxxxxxx Business at Projects, such as housekeeping and security, that do not involve the sales or marketing of Xxxx-Xxxxxxx Destination Club Products or Xxxx-Xxxxxxx Residential Units may be delegated without Licensor’s prior consent, which consent Licensor may grant or withhold in its sole discretion. (ii) Licensee may not delegate any of the key functions of the MVW Xxxx-Xxxxxxx Business, including Member services, brand-level marketing, and substantially all of the consumer financing servicing function of the notes for which Licensor or any of its Affiliates is a guarantor, without Licensor’s consent in Licensor’s reasonable business judgment. Notwithstanding Sections 5.8.A. and B., subject to Section 8.3.B(iv), Licensee may not delegate to any person who is not a Related Party any of the key functions of the MVW Xxxx-Xxxxxxx Licensed Business, including Member services, senior management of any Project, brand-level marketing, and substantially all of the consumer financing servicing function of the notes for which Licensor or any of its Affiliates is a guarantor, without Licensor’s consent in Licensor’s reasonable business judgment. For avoidance of doubt, Licensee shall be permitted to delegate any of the functions of the MVW Xxxx-Xxxxxxx Licensed Business to a Related Party without Licensor’s consent, subject in each case to execution of a sublicense agreement in accordance with Section 5.1, 5.2, and 5.8 hereof to the extent required thereunder. For purposes of this Section 5.8.C, “Related Party” means (i) any wholly-owned subsidiary of Licensee or (ii) any Affiliate of Licensee in which an unrelated third-party holds a passive, minority interest in such Affiliate and such unrelated third-party will not be involved in the performance of any of the key functions of the Licensed Business that are delegated to such Affiliate.

Delegation of Certain Functions; Sublicensing of Marketing Functions. A. Licensee may delegate property-level, non-management functions of the MVW Xxxx-Xxxxxxx Business related to Licensed Business, such as housekeeping, security, and recreational activities at Non-RCHC Managed Projects activities, that do not involve the sales or marketing of Licensed Destination Club Products or Licensed Residential Units to vendors without Licensor’s consent, provided, that (i) such the delegated or subcontracted functions are conducted in accordance with the Brand Standards and this Agreement; (ii) such the delegated or subcontracted functions are covered by insurance policies that satisfy the applicable requirements of Sections 16.2 and 16.416.4 ; and (iii) any party to which such function has been delegated or subcontracted and that will have access to any Licensor Confidential Information agrees to keep such Licensor Confidential Information confidential in accordance with this Agreement. B. Licensee may delegate non-management functions of the MVW Xxxx-Xxxxxxx Licensed Business involving regional and/or local sales and marketing (including brokerage arrangements) of Xxxx-Xxxxxxx Licensed Destination Club Products and Xxxx-Xxxxxxx Licensed Residential Units for Xxxx-Xxxxxxx Licensed Residential Projects to any Affiliate or unrelated third party, provided, that (i) Licensee must ensure such functions are conducted in accordance with the Brand Standards and this Agreement; (ii) such functions are covered by insurance policies that satisfy the applicable requirements of Sections 16.2 and 16.4; (iii) any party to which such function has been delegated or subcontracted and that will have access to any Licensor Confidential Information agrees to keep such Licensor Confidential Information confidential in accordance with this Agreement; (iv) any Affiliate to which such function has been delegated or subcontracted will agree to be bound by the same responsibilities, limitations, and duties of Licensee hereunder that have been delegated to such party, and any third party to which such function has been delegated will agree to be bound by certain terms and conditions as set forth in the applicable sublicense and undertaking; and (v) where the sublicense of the right to use the Licensed Marks and System is required in Licensor’s judgment, (i) if the sublicensee is an Affiliate of Licensee, Licensee shall sublicense to such Affiliate the right to use the Licensed Marks and the System, as necessary to fulfill such function(s) under a sublicense agreement in a form substantially similar to the form attached hereto as Exhibit E and (ii) if the sublicensee is an unrelated third party, Licensee shall sublicense to such third party the right to use the Licensed Marks, as necessary to fulfill such function(s) under an undertaking and sublicense that contains provisions in a form substantially similar to the provisions set forth in Exhibit F. Such delegation shall not result in a novation of any of Licensee’s obligations under this Agreement. Licensee shall provide Licensor with a fully-executed copy of each sublicense agreement and undertaking entered into hereunder promptly following their execution and will notify Licensor in writing upon the termination or expiration of any sublicense agreement or undertaking. Licensee shall not, without Licensor’s prior consent in Licensor’s sole discretion, delegate such functions to an unrelated third party who is known in the community as being of bad moral character; has been convicted in any court of a felony or other offense that could result in imprisonment for one (1) year or more or a fine or penalty of one million dollars ($1,000,000) (as adjusted annually after the Effective Date by the GDP Deflator) or more (or is in control of or controlled by Persons who have been convicted in any court of felonies or such offenses); is a Specially Designated National or Blocked Person; or is a Lodging Competitor. Licensee acknowledges that RHL may have certain consent rights with respect to Licensee’s sublicensing as described above within the RHL Territory. C. Notwithstanding Section 5.8.B. and subject to Section 8.3., (i) Except as provided in Section 5.8.A., no property-level, non-management functions of the MVW Xxxx-Xxxxxxx Business at Projects, such as housekeeping and security, that do not involve the sales or marketing of Xxxx-Xxxxxxx Destination Club Products or Xxxx-Xxxxxxx Residential Units may be delegated without Licensor’s prior consent, which consent Licensor may grant or withhold in its sole discretion. (ii) Licensee may not delegate any of the key functions of the MVW Xxxx-Xxxxxxx Business, including Member services, brand-level marketing, and substantially all of the consumer financing servicing function of the notes for which Licensor or any of its Affiliates is a guarantor, without Licensor’s consent in Licensor’s reasonable business judgment. Notwithstanding Sections 5.8.A. and B., subject to Section 8.3.B(iv), Licensee may not delegate to any person who is not a Related Party any of the key functions of the MVW Xxxx-Xxxxxxx Licensed Business, including Member services, senior management of any Project, brand-level marketing, and substantially all of the consumer financing servicing function of the notes for which Licensor or any of its Affiliates is a guarantor, without Licensor’s consent in Licensor’s reasonable business judgment. For avoidance of doubt, Licensee shall be permitted to delegate any of the functions of the MVW Xxxx-Xxxxxxx Business to a Related Party without Licensor’s consent, subject in each case to execution of a sublicense agreement in accordance with Section 5.1, 5.2, and 5.8 hereof to the extent required thereunder. For purposes of this Section 5.8.C, “Related Party” means (i) any wholly-owned subsidiary of Licensee or (ii) any Affiliate of Licensee in which an unrelated third-party holds a passive, minority interest in such Affiliate and such unrelated third-party will not be involved in the performance of any of the key functions of the Licensed Business that are delegated to such Affiliate.

Delegation of Certain Functions; Sublicensing of Marketing Functions. A. Licensee may delegate property-level, non-management functions of the MVW Xxxx-Xxxxxxx Business related to recreational activities at Non-RCHC Managed Projects to vendors without Licensor’s consent, provided, that (i) such delegated or subcontracted functions are conducted in accordance with the Brand Standards and this Agreement; (ii) such delegated or subcontracted functions are covered by insurance policies that satisfy the applicable requirements of Sections 16.2 and 16.4; and (iii) any party to which such function has been delegated or subcontracted and that will have access to any Licensor Confidential Information agrees to keep such Licensor Confidential Information confidential in accordance with this Agreement. B. Licensee may delegate non-management functions of the MVW Xxxx-Xxxxxxx Business involving regional and/or local sales and marketing (including brokerage arrangements) of Xxxx-Xxxxxxx Destination Club Products and Xxxx-Xxxxxxx Residential Units for Xxxx-Xxxxxxx Residential Projects to any Affiliate or unrelated third party, provided, that (i) Licensee must ensure such functions are conducted in accordance with the Brand Standards and this Agreement; (ii) such functions are covered by insurance policies that satisfy the applicable requirements of Sections 16.2 and 16.4; (iii) any party to which such function has been delegated or subcontracted and that will have access to any Licensor Confidential Information agrees to keep such Licensor Confidential Information confidential in accordance with this Agreement; (iv) any Affiliate to which such function has been delegated or subcontracted will agree to be bound by the same responsibilities, limitations, and duties of Licensee hereunder that have been delegated to such party, and any third party to which such function has been delegated will agree to be bound by certain terms and conditions as set forth in the applicable sublicense and undertaking; and (v) where the sublicense of the right to use the Licensed Marks and System is required in Licensor’s judgment, (i) if the sublicensee is an Affiliate of Licensee, Licensee shall sublicense to such Affiliate the right to use the Licensed Marks and the System, as necessary to fulfill such function(s) under a sublicense agreement in a form substantially similar to the form attached hereto as Exhibit E and (ii) if the sublicensee is an unrelated third party, Licensee shall sublicense to such third party the right to use the Licensed Marks, as necessary to fulfill such function(s) under an undertaking and sublicense that contains provisions in a form substantially similar to the provisions set forth in Exhibit F. Such delegation shall not result in a novation of any of Licensee’s obligations under this Agreement. Licensee shall provide Licensor with a fully-executed copy of each sublicense agreement and undertaking entered into hereunder promptly following their execution and will notify Licensor in writing upon the termination or expiration of any sublicense agreement or undertaking. Licensee shall not, without Licensor’s prior consent in Licensor’s sole discretion, delegate such functions to an unrelated third party who is known in the community as being of bad moral character; has been convicted in any court of a felony or other offense that could result in imprisonment for one (1) year or more or a fine or penalty of one million dollars ($1,000,000) (as adjusted annually after the Effective Date by the GDP Deflator) or more (or is in control of or controlled by Persons who have been convicted in any court of felonies or such offenses); is a Specially Designated National or Blocked Person; or is a Lodging Competitor. Licensee acknowledges that RHL may have certain consent rights with respect to Licensee’s sublicensing as described above within the RHL Territory. C. Notwithstanding Section 5.8.B. and subject to Section 8.3., (i) Except as provided in Section 5.8.A., no property-level, non-management functions of the MVW Xxxx-Xxxxxxx Business at Projects, such as housekeeping and security, that do not involve the sales or marketing of Xxxx-Xxxxxxx Destination Club Products or Xxxx-Xxxxxxx Residential Units may be delegated without Licensor’s prior consent, which consent Licensor may grant or withhold in its sole discretion. (ii) Licensee may not delegate any of the key functions of the MVW Xxxx-Xxxxxxx Business, including Member services, brand-level marketing, and substantially all of the consumer financing servicing function of the notes for which Licensor or any of its Affiliates is a guarantor, without Licensor’s consent in Licensor’s reasonable business judgment. Notwithstanding Sections 5.8.A. and B., subject to Section 8.3.B(iv), Licensee may not delegate to any person who is not a Related Party any of the key functions of the MVW Xxxx-Xxxxxxx Business, including Member services, senior management of any Project, brand-level marketing, and substantially all of the consumer financing servicing function of the notes for which Licensor or any of its Affiliates is a guarantor, without Licensor’s consent in Licensor’s reasonable business judgment. For avoidance of doubt, Licensee shall be permitted to delegate any of the functions of the MVW Xxxx-Xxxxxxx Business to a Related Party without Licensor’s consent, subject in each case to execution of a sublicense agreement in accordance with Section 5.1, 5.2, and 5.8 hereof to the extent required thereunder. For purposes of this Section 5.8.C, “Related Party” means (i) any wholly-owned subsidiary of Licensee or (ii) any Affiliate of Licensee in which an unrelated third-party holds a passive, minority interest in such Affiliate and such unrelated third-party will not be involved in the performance of any of the key functions of the Licensed Business that are delegated to such Affiliate.