Common use of Licensee’s Reserved Rights Clause in Contracts

Licensee’s Reserved Rights. A. Licensor agrees that, except as set forth in the Noncompetition Agreement and the Marriott License Agreement, Licensee and its Affiliates expressly retain the right to engage in the Lodging Business; all subject to Section 9.3.B. and provided that, unless Licensor otherwise agrees in writing, no such activities above may involve or utilize in any way the Licensor Intellectual Property or the Branded Elements. B. Licensor agrees that, except with respect to such limitations as are set forth in this Agreement solely with respect to the MVW Xxxx-Xxxxxxx Business and in the Marriott License Agreement with respect to the Marriott Licensed Business, Licensee and its Affiliates expressly retain the right to (i) engage in any Destination Club Business, including under existing Licensee brands and brands that Licensee or its Affiliates may develop or acquire in the future, without restriction of any kind, and to use and sublicense the use of the Licensee Intellectual Property in connection therewith; and (ii) engage in any Whole Ownership Residential Business, including under existing Licensee brands and brands that Licensee or its Affiliates may develop or acquire in the future, without restriction of any kind, and to use and sublicense the use of the Licensee Intellectual Property in connection therewith; all provided that, unless Licensor otherwise agrees in writing, no such activities above may involve or utilize in any way the Licensor Intellectual Property or the Branded Elements, other than in connection with the MVW Xxxx-Xxxxxxx Business and the Marriott Licensed Business. C. Licensee reserves all rights in the Licensee Intellectual Property, including without limitation any individual elements or components thereof. D. Licensor acknowledges and agrees that, other than as set forth in Section 2.5.B, Licensee shall not be restricted in any manner from using the terms “hotel”, “inn”, or similar terms in connection with the development, promotion, or operation of any of Licensee’s businesses.

Licensee’s Reserved Rights. A. Licensor agrees that, except as set forth in the Noncompetition Agreement and the Marriott Xxxx-Xxxxxxx License Agreement, Licensee and its Affiliates expressly retain the right to engage in the Lodging Business; all subject to Section 9.3.B. and provided that, unless Licensor otherwise agrees in writing, no such activities above may involve or utilize in any way the Licensor Intellectual Property or the Branded Elements. B. Licensor agrees that, except with respect to such limitations as are set forth in this Agreement solely with respect to the MVW Xxxx-Xxxxxxx Licensed Business and in the Marriott Xxxx-Xxxxxxx License Agreement with respect to the Marriott Licensed BusinessAgreement, Licensee and its Affiliates expressly retain the right to (i) engage in any Destination Club Business, including under existing Licensee brands (including under the “Horizons” and “Grand Residences” names without use or reference to the name “Marriott”) and brands that Licensee or its Affiliates may develop or acquire in the future, without restriction of any kind, and to use and sublicense the use of the Licensee Intellectual Property in connection therewith; and (ii) engage in any Whole Ownership Residential Business, including under existing Licensee brands (including under the “Horizons” and “Grand Residences” names without use or reference to the name “Marriott”) and brands that Licensee or its Affiliates may develop or acquire in the future, without restriction of any kind, and to use and sublicense the use of the Licensee Intellectual Property in connection therewith; all provided that, unless Licensor otherwise agrees in writing, no such activities above may involve or utilize in any way the Licensor Intellectual Property or the Branded Elements, other than in connection with the MVW Xxxx-Xxxxxxx Business and the Marriott Licensed Business. C. Licensee reserves all rights in the Licensee Intellectual Property, including without limitation any individual elements or components thereof. D. Licensor acknowledges and agrees that, other than as set forth in Section 2.5.B, Licensee shall not be restricted in any manner from using the terms “hotel”, “inn”, or similar terms in connection with the development, promotion, or operation of any of Licensee’s businesses.

Licensee’s Reserved Rights. A. (a) Subject to Sections 8.3(b) and 8.3(c) of this Agreement, Licensor agrees that, except as set forth in the Noncompetition Agreement and the Marriott License Agreement, that Licensee and its Affiliates expressly retain the right to engage in the any Whole Ownership Residential Business or Lodging Business, including under existing brands owned by Licensee or any of its Affiliates and brands that Licensee or its Affiliates may develop or acquire in the future and to use and sublicense the Licensee Intellectual Property and Licensee Member Information in connection therewith; all subject to Section 9.3.B. and provided that, unless Licensor otherwise agrees in writingwriting in its sole discretion, no such activities above may involve or utilize in any way the Licensor Intellectual Property Property, the Branded Elements or the Branded ElementsSystem. B. (b) Licensor agrees that, except with respect to such limitations as are set forth in this Agreement solely with respect to the MVW Xxxx-Xxxxxxx Business and in the Marriott License Agreement with respect to the Marriott Licensed BusinessAgreement, Licensee and its Affiliates expressly retain the right to engage in the Shared Ownership Business, including in the following manners: (i) engage under the PHG Brand in any Destination Club Business, including a manner reasonably consistent with the operations of the Shared Ownership Business under existing Licensee brands and brands the PHG Brand as of the Effective Date, (ii) under another brand that Licensee or its Affiliates an Affiliate owns as of the Effective Date or may own, acquire or develop subsequent to the Effective Date; provided, however, during the Exclusivity Period, such business does not include owning, developing or acquire acquiring a Shared Ownership Project (other than in connection with a Multi-Tier Acquisition) or selling or marketing Shared Ownership Products, under a Lodging Competitor Brand or a brand of a Licensor SOI Branded Competitor (except as expressly permitted under Section 8.4(a) of this Agreement) in the futureUpper-Upscale Brand Segment and Luxury Brand Segment in which the Licensed Shared Ownership Business operates, (iii) on an unbranded basis, (iv) at and with respect to Unbranded Shared Ownership Projects permitted under Section 5.2(d) of this Agreement, (v) at and with respect to any Shared Ownership Projects that are acquired as part of a Multi-Tier Acquisition, and (vi) general Shared Ownership Business (not otherwise limited as set forth in this Agreement), including, without restriction of any kindlimitation, management operations, exchange company operations, reservation servicing, loan servicing and to use and sublicense the use of the Licensee Intellectual Property collections operations; provided, however, that, except as expressly provided in connection therewith; and (ii) engage in any Whole Ownership Residential Business, including under existing Licensee brands and brands that Licensee or its Affiliates may develop or acquire in the future, without restriction of any kind, and to use and sublicense the use of the Licensee Intellectual Property in connection therewith; all provided thatthis Agreement, unless Licensor otherwise agrees in writingwriting in its sole discretion, no such none of the activities above in this Section 2.5(b) may involve or utilize in any way the Licensor Intellectual Property Property, the Branded Elements or the Branded Elements, other than in connection with the MVW Xxxx-Xxxxxxx Business and the Marriott Licensed BusinessSystem. C. (c) Licensee reserves all rights in the Licensee Intellectual PropertyProperty and Licensee Confidential Information, including including, without limitation limitation, any Licensee individual elements or components thereof. D. (d) Licensor acknowledges and agrees that, other than as set forth notwithstanding anything in Section 2.5.Bthis Agreement to the contrary, Licensee shall not be restricted in any manner from using the terms “hotelvacation”, “innresort”, “club”, “lodge”, “residence”, “villa”, “destination”, or similar generic terms in connection with the development, promotion, or operation of any of Licensee’s businesses. In addition, Licensor acknowledges and agrees that during the Term and pursuant to the terms of this Agreement, Licensee shall not be restricted in any manner from using any of the Reserved Names or the Additional Names (in such exact order and form) in connection with the development, promotion, or operation of the Licensed Shared Ownership Business. In connection with the foregoing uses, Licensor and Licensee agree to use good faith efforts to establish reasonable parameters and to take reasonable steps to provide for appropriate brand separation sufficient to avoid customer confusion. For the avoidance of doubt, Licensee, its Permitted Affiliates and Permitted Sublicensees shall be prohibited from using any of the following word combinations: “Hyatt Club” or “Hyatt Club” preceding any other word, including, but not limited to, “Vacation(s)”, “Residence(s)”, “Vacation(s) International” or “Residence(s) International.” (e) Licensee and its Affiliates may engage in any activity that is not prohibited under this Agreement or the Transaction Agreements.