Licensed Clubs Sample Clauses

Licensed Clubs. A. Vistana shall not create or operate any Licensed Club during the Term (or any Tail Period), or add any Licensed Vacation Ownership Properties to any Licensed Club, except in each case with Starwood’s prior written consent. As of the Effective Date, the only Licensed Club approved by Starwood is “Sheraton Flex.” Vistana shall continue to operate such Licensed Club in the same manner as the operation thereof immediately prior to the Effective Date. Vistana shall obtain Starwood’s written consent prior to modifying any material feature of the “Sheraton Flex” Licensed Club (including the addition or removal of any Licensed Vacation Ownership Properties to or from such Licensed Club or any material change in the rights or obligations of Owners in connection with such Licensed Club). For the avoidance of doubt, Starwood does not waive any claims related to misuses of the Licensed Marks in connection with any Licensed Club first arising after the Effective Date. B. With respect to any Licensed Club proposed to be created or operated by Vistana after the Effective Date, Vistana shall provide Starwood with reasonably detailed specifications regarding such Licensed Club (including how such Licensed Club will be operated, the rights and obligations of Owners in connection with such Licensed Club, and the specific defined criteria for determining whether a Licensed Vacation Ownership Property may be included in such Licensed Club) (“Licensed Club Specifications”). C. Vistana shall operate each Licensed Club approved by Starwood in accordance with the applicable Licensed Club Specifications approved by Starwood, and shall obtain Starwood’s written consent prior to modifying in any material respect Licensed Club Specifications. Only Licensed Vacation Ownership Properties may be included in a Licensed Club, and, unless and until Deflagged, all such Licensed Vacation Ownership Properties will be included in a Licensed Club, unless otherwise agreed to by Starwood in writing, or required by Starwood in the event a particular Licensed Vacation Ownership Property does not comply with the Licensed Club Specifications, subject to the provisions of Section 20.1 of this Agreement. D. For the avoidance of doubt, Vistana’s rights to use the “Sheraton Flex” Licensed Xxxx for the “Sheraton Flex” Licensed Club are further set forth in Section 13.2A(v).
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Licensed Clubs. (a) Licensee must comply with the terms of this Agreement, the System, the applicable Brand Standards, and Applicable Law in connection with the operation of any Licensed Club. Without limiting the foregoing, Licensee shall be required in connection with the operation of a Licensed Club to (i) comply with appropriate and commercially reasonable procedures and processes established by Licensor (and communicated to Licensee), or acceptable to Licensor, to prevent Licensee from doing business with Members in contravention of Applicable Law; (ii) comply in all material respects with applicable Club Documents; (iii) comply with Disclosed Territorial Restrictions relating to or associated with hotels, resorts, lodging facilities and Residential Projects operated under brands owned or controlled by Licensor or its Affiliates that are in place as of the Effective Date in accordance with Section 5.5(a) of this Agreement; (iv) comply in all respects with Licensor’s Privacy Policy; and (v) not knowingly engage in any act or omission which is reasonably likely to diminish, impair or damage the goodwill, name or reputation of Licensor, its Affiliates or Licensor Intellectual Property. (b) Any Licensed Club must meet, and the Club Documents for such Licensed Club must provide for, the following requirements: (i) All Shared Ownership Projects in the Licensed Club must comply with standards, specifications, policies and procedures to ensure that all Projects in such Licensed Club that are designed, constructed, maintained, operated, managed and marketed in a first class manner consistent with the Upper-Upscale Brand Segment and Luxury Brand Segment (as modified from time to time to conform to modifications made to Brand Standards in accordance with Section 6.2 above, the “Club Standards”), which, in all instances, other than with respect to use of the “Hyatt” name, shall conform with the Brand Standards; (ii) Subject to Section 8.7 of this Agreement, only Licensed Projects and Affiliated Unbranded Shared Ownership Projects authorized pursuant to Section 5.2 of this Agreement may be included in a Licensed Club, either as a component site or as an affiliated site, to the extent then applicable, and, unless and until Deflagged, all such Projects will be included in a Licensed Club, unless otherwise agreed to by Licensor, in its reasonable discretion; (iii) The Licensed Projects and Affiliated Unbranded Shared Ownership Projects authorized pursuant to Section 5.2 of this Agre...
Sample 1

Related to Licensed Clubs

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Exploitation (i) Exploitation of intellectual property may take the form of patenting by the originator singly or in combination with other agencies. (ii) The parties patenting the property shall reach a mutually agreeable arrangement including ownership and revenue sharing which shall be reduced to writing. (iii) In the event that the employee reaches an agreement to use the offices of the Innovation Transfer Office, disputes shall be handled in accordance with Article

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Licensed Patents 9.1.1 Oculis shall be responsible for and shall have the exclusive right with respect to, the preparation, filing, prosecution, protection, maintenance and enforcement of all Patent Rights in respect of the Licensed Technology in its discretion using its patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and serial number; and keep Accure advised of the status of actual and prospective Patent Right filings, including office actions, and keep Accure informed about and provide copies of all the relevant information exchanged between Oculis and the different Industrial or Intellectual Property Registration Offices regarding the prosecution, maintenance, defense and enforcement of the Licensed Patents. The cost and expense of filing, prosecuting, maintaining and enforcing all Licensed Patents shall be borne by Oculis. Accure shall, and hereby procures its personnel will, provide all requested information and perform all acts reasonably requested by Oculis in connection with the prosecution, maintenance, defense or enforcement of the Licensed Technology. Without limiting the foregoing, Accure and its Affiliates may not file for further Patent Rights relating to Licensed Technology. 9.1.2 Should Oculis not be interested in the prosecution, defense and maintenance of any or all of the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses with respect to the prosecution, defense or maintenance of any Licensed Patent before any upcoming deadline, Oculis shall give reasonable advance notice to Accure (no less than [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the Territory.

  • Product Trademarks BMS shall be solely responsible for the selection (including the creation, searching and clearing), registration, maintenance, policing and enforcement of all trademarks developed for use in connection with the marketing, sale or distribution of Products in the Field in the Territory (the “Product Marks”). BMS shall own all Product Marks, and all trademark registrations for said marks.

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

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