Excluded Property; Termination of Certain Marks Sample Clauses

Excluded Property; Termination of Certain Marks. Neither SCI or FG Manager shall be required to, directly or indirectly, provide to the Company any information, data or inspection of any of the following which is used both at the Hotel and at other properties managed by SCI or FG Manager, as applicable, all of which is and shall remain property of SCI and/or FG Manager, as applicable: proprietary operating practices; proprietary software; trade secrets; proprietary player tracking systems (including the Boarding Pass Program); customer promotions; employee compensation or other competitive information. Except to the extent (a) required in order for SCI or FG Manager to perform its obligations under this Agreement to provide Services to the Company, or (b) expressly provided in Section 3.1, the Company shall not have any use of or rights in any trademarks (including any Station Marks), other intellectual property, general intangibles, player tracking or reservation services used by SCI or FG Manager in connection with the management of the Hotel, all of which shall remain the sole property of SCI or FG Manager, as applicable. The Company agrees that neither SCI’s or FG Manager’s obligations under Section 2.3, nor SCI’s or FG Manager’s obligations to provide Services creates in favor of the Company any rights in, and the Company shall not at any time have any rights in, use of or access to the Boarding Pass Program, any other customer-affinity programs operated by SCI, FG Manager and/or Manager, any brand-wide promotions operated by SCI, FG Manager and/or Manager, any brand wide progressive games operated by SCI, FG Manager and/or Manager, any other promotion or system that is used commonly by other hotels and casinos operated by SCI, FG Manager and/or Manager; provided, however, that (i) the Company may, at its election, continue to participate in the Boarding Pass Program during the Transition Period (and, if the Company so elects, SCI, FG Manager and/or Manager shall make the Boarding Pass Program available throughout the applicable Transition Period or such shorter period that the Company requests), and (ii) SCI and FG Manager shall promptly after the Start Date take appropriate steps to wind-down the Company’s participation in, and the use at the Hotel of, any brand-wide promotions utilized in connection with the Hotel as of the Start Date. Not later than the end of the four-month transition period provided in Section 3.2 for the use of Composite Marks, the Company, the Successor Owner, SCI and FG Man...
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Related to Excluded Property; Termination of Certain Marks

  • Notification of Certain Matters The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

  • Certification Regarding Prohibition of Certain Terrorist Organizations (Tex Gov. Code 2270) Vendor certifies that Vendor is not a company identified on the Texas Comptroller’s list of companies known to have contracts with, or provide supplies or services to, a foreign organization designated as a Foreign Terrorist Organization by the U.S. Secretary of State. Does Vendor certify? 3 Yes

  • Termination of Agreement, Resignation, or Removal of Custodian Either party may terminate this agreement at any time by giving written notice to the other. We can resign as custodian at any time effective 30 days after we send written notice of our resignation to you. Upon receipt of that notice, you must make arrangements to transfer your Xxxx XXX to another financial organization. If you do not complete a transfer of your Xxxx XXX within 30 days from the date we send the notice to you, we have the right to transfer your Xxxx XXX assets to a successor Xxxx XXX trustee or custodian that we choose in our sole discretion, or we may pay your Xxxx XXX to you in a single sum. We will not be liable for any actions or failures to act on the part of any successor trustee or custodian, nor for any tax consequences you may incur that result from the transfer or distribution of your assets pursuant to this section. If this agreement is terminated, we may charge to your Xxxx XXX a reasonable amount of money that we believe is necessary to cover any associated costs, including but not limited to one or more of the following. • Any fees, expenses, or taxes chargeable against your Xxxx XXX • Any penalties or surrender charges associated with the early withdrawal of any savings instrument or other investment in your Xxxx XXX If we are a nonbank custodian required to comply with Regulations section 1.408-2(e) and we fail to do so or we are not keeping the records, making the returns, or sending the statements as are required by forms or regulations, the IRS may require us to substitute another trustee or custodian. We may establish a policy requiring distribution of the entire balance of your Xxxx XXX to you in cash or property if the balance of your Xxxx XXX drops below the minimum balance required under the applicable investment or policy established.

  • Liability Upon Termination Termination of this Agreement, or any part hereof, for any cause shall not release either Party from any liability which at the time of termination had already accrued to the other Party or which thereafter accrues in any respect to any act or omission occurring prior to the termination or from an obligation which is expressly stated in this Agreement to survive termination.

  • Incorporation of Certain Terms You acknowledge that You have entered a Product Lease Agreement with MailFinance Inc. (the “Lease”). Any defined terms in the Lease shall have the same meanings in this Maintenance Agreement, except that “We,” “Us,” and “Our,” refer to Neopost USA Inc. Sections 17 through 25 of the Lease are hereby incorporated into this Maintenance Agreement, except that any reference in those sections to the “Lease” refers to this Maintenance Agreement.

  • ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS The Assuming Institution agrees with the Receiver and the Corporation as follows:

  • Exclusion of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Transfer of Responsibility on Expiry or Termination 15.1 The Contractor shall, at no cost to the Department, promptly provide such assistance and comply with such timetable as the Department may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of this Contract. The Department shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of this Contract.

  • EFFECT OF SUSPENSION OR TERMINATION 18.1 The Department may exercise its right to give the Training Provider a direction under Clause 4.7 if:

  • Notice of Certain Events If the Company proposes at any time to:

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