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).
Appears in 3 contracts
Samples: Separation Agreement (Starwood Hotel & Resorts Worldwide, Inc), License, Services and Development Agreement (Vistana Signature Experiences, Inc.), Separation Agreement (Starwood Hotel & Resorts Worldwide, Inc)
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).
Appears in 1 contract
Samples: License, Services and Development Agreement (Starwood Hotel & Resorts Worldwide, Inc)