Destination Club Projects at Third-Party Owned Xxxx-Xxxxxxx Hotels Sample Clauses

Destination Club Projects at Third-Party Owned Xxxx-Xxxxxxx Hotels. If a third-party developer of a Xxxx-Xxxxxxx Hotel desires to have a Destination Club Project as a component of or adjacent to such Xxxx-Xxxxxxx Hotel project (the “Co-Located Xxxx-Xxxxxxx Hotel”), Licensor will use commercially reasonable efforts to secure for Licensee a right to negotiate with such developer regarding Licensee’s involvement in such Destination Club Project. Licensor shall provide Licensee with notice (the “Negotiation Opportunity Notice”) of any opportunity for Licensee to negotiate regarding Licensee’s involvement in such Destination Club Project. If Licensee declines to participate or cannot reach agreement with such developer and Licensor regarding Licensee’s involvement in such Destination Club Project within sixty (60) business after the date on which Licensee receives the Negotiation Opportunity Notice, then Licensor will have the right to proceed (and permit such developer to proceed) with such Destination Club Project without Licensee’s involvement. Licensor shall not use or permit the use of any of the Licensed Marks or Branded Elements in connection with such Destination Club Project; provided, however, that (x) the marketing, offering, and selling of units in any such Destination Club Project at the Co-Located Xxxx-Xxxxxxx Hotel to any Person, including guests of the Co-Located Xxxx-Xxxxxxx Hotel, whether or not such guest is a member of any Brand Loyalty Program, provided, that such Destination Club Project is not affiliated with a Destination Club Competitor (y) the placing of overflow guests of the Co-Located Xxxx-Xxxxxxx Hotel in such Destination Club Project on a transient basis, and (z) the offering of potential customers of such Destination Club Project stays at the Co-Located Xxxx-Xxxxxxx Hotel in connection with the marketing and sale of the units of such adjacent Destination Club Project, shall not be deemed to be a violation hereof.
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