Common use of Managed Facilities IP Clause in Contracts

Managed Facilities IP. 7.1.1 Subject to, and solely in accordance with, the terms, conditions and provisions set forth in this Agreement, Caesars IP Holder and Tenant hereby grant to Manager (and Manager hereby accepts) a non-exclusive, royalty-free, fully-paid up, worldwide right and license to use, modify, distribute, copy/reproduce, publish, create derivative works of, and otherwise commercialize or exploit, the Managed Facilities IP as necessary to Operate, promote and market the Managed Facility in accordance with the terms of this Agreement throughout the Term of this Agreement and during the Transition Period. 7.1.2 Any and all uses of the Trademarks included in the Managed Facilities IP (including any Trademarks that comprise any Brands) by Manager shall be subject to the prior written consent of Caesars IP Holder or Tenant, or any of their respective designees, as applicable, such consent to be provided or withheld in Caesars IP Holder’s, Tenant’s or such designee’s sole discretion; provided, however, that Caesars IP Holder and Tenant acknowledge and agree that (i) with respect to any uses consistent with the uses of the Trademarks as were in effect on or prior to the Commencement Date, or (ii) to the extent such uses by Manager are otherwise consistent with those uses of the Trademarks included in the Licensed IP (as defined in the Omnibus Agreement) that are permitted pursuant to the terms of the Omnibus Agreement, such uses (collectively, the “Permitted Uses”) are in each case hereby deemed approved; provided, further, that consent required under this Section 7.1.2 shall be provided in a Non-Discriminatory manner. Caesars IP Holder, Tenant, or any of their respective designees, as applicable, shall have the sole and exclusive right to determine the form and manner of presentation of the applicable Trademarks included in the Managed Facilities IP (including any Trademarks that comprise any Brands) in connection with the Operation of the Managed Facility, including all uses of such Trademarks in marketing, sales, advertising and promotional materials of the Managed Facility, any goods or services relating to the Managed Facility and any signage for the Managed Facility (subject, in each case, to the deemed approval of any Permitted Uses); provided that such determination shall be made in accordance with the Operating Standard, and in any event, in a Non-Discriminatory manner. 7.1.3 All rights not expressly granted hereunder are reserved by Caesars IP Holder or Tenant, as applicable. Notwithstanding that Manager shall use the Managed Facilities IP in connection with the Operation of the Managed Facility, Manager acknowledges that, as between Caesars IP Holder or Tenant, on the one hand, and Manager, on the other hand, this use of the Managed Facilities IP shall not create in Manager’s favor any proprietary right, title, or interest in or to any of the Managed Facilities IP, and all rights of ownership and control of the Managed Facilities IP shall (subject to Section 7.2.

Managed Facilities IP. 7.1.1 Subject to, and solely in accordance with, the terms, conditions and provisions set forth in this Agreement, Caesars IP Holder and Tenant hereby grant to Manager (and Manager hereby accepts) a non-exclusive, royalty-free, fully-paid up, worldwide right and license to use, modify, distribute, copy/reproduce, publish, create derivative works of, and otherwise commercialize or exploit, the Managed Facilities IP as necessary to Operate, promote and market the Managed Facility in accordance with the terms of this Agreement throughout the Term of this Agreement and during the Transition Period. 7.1.2 Any and all uses of the Trademarks included in the Managed Facilities IP (including any Trademarks that comprise any Brands) by Manager shall be subject to the prior written consent of Caesars IP Holder or Tenant, or any of their respective designees, as applicable, such consent to be provided or withheld in Caesars IP Holder’s, Tenant’s or such designee’s sole discretion; provided, however, that Caesars IP Holder and Tenant acknowledge and agree that (i) with respect to any uses consistent with the uses of the Trademarks as were in effect on or prior to the Commencement Date, or (ii) to the extent such uses by Manager are otherwise consistent with those uses of the Trademarks included in the Licensed IP (as defined in the Omnibus Agreement) that are permitted pursuant to the terms of the Omnibus Agreement, such uses (collectively, the “Permitted Uses”) are in each case hereby deemed approved; provided, further, that consent required under this Section 7.1.2 shall be provided in a Non-Discriminatory manner. Caesars IP Holder, Tenant, or any of their respective designees, as applicable, shall have the sole and exclusive right to determine the form and manner of presentation of the applicable Trademarks included in the Managed Facilities IP (including any Trademarks that comprise any Brands) in connection with the Operation of the Managed Facility, including all uses of such Trademarks in marketing, sales, advertising and promotional materials of the Managed Facility, any goods or services relating to the Managed Facility and any signage for the Managed Facility (subject, in each case, to the deemed approval of any Permitted Uses); provided that such determination shall be made in accordance with the Operating Standard, and in any event, in a Non-Discriminatory manner. 7.1.3 All rights not expressly granted hereunder are reserved by Caesars IP Holder or Tenant, as applicable. Notwithstanding that Manager shall use the Managed Facilities IP in connection with the Operation of the Managed Facility, Manager acknowledges that, as between Caesars IP Holder or Tenant, on the one hand, and Manager, on the other hand, this use of the Managed Facilities IP shall not create in Manager’s favor any proprietary right, title, or interest in or to any of the Managed Facilities IP, and all rights of ownership and control of the Managed Facilities IP shall (subject to Section 7.27.2.2.3) reside solely with Caesars IP Holder or Tenant, as applicable. If and to the extent Manager acquires any proprietary right, title or interest in or to any of the Managed Facilities IP, Manager hereby irrevocably assigns all such right, title and interest therein to Caesars IP Holder or Tenant, as applicable. 7.1.4 Manager acknowledges and agrees that the right to use the Managed Facilities IP in connection with the Operation, promotion and marketing of the Managed Facility (a) excludes any right granted to Manager to apply to register or register any Trademarks, copyrights or domain names, in each case that include, are included in or that would be reasonably likely to cause confusion with any Trademark, copyright, or domain name included in the Managed Facilities IP, or seek any patents which cover any proprietary element of the Managed Facilities IP; (b) excludes any right of Manager to sublicense or subcontract or permit other Persons to use the Managed Facilities IP (including the production of branded products) without the prior written consent of Caesars IP Holder or Tenant or any of their respective designees, as applicable, subject, in each case, to the deemed approval for any Permitted Uses as set forth in Section 7.1.2, (c) excludes any right to initiate or control any cease and desist letters, litigations, arbitrations and other disputes, actions or proceedings with respect to actual or alleged third-party infringements, misappropriations or other violations of the Managed Facilities IP or claims concerning the Managed Facilities IP, including the right to settle disputes in connection therewith, and (d) does not permit Manager to acquire, or represent in any manner that Manager has acquired, in any manner any ownership rights in the Managed Facilities IP or any Trademarks that are confusingly similar to the Trademarks included in the Managed Facilities IP, including any Trademarks that comprise any Brands. 7.1.5 Manager acknowledges and agrees that all uses by Manager of the Trademarks included in the Managed Facilities IP (including any Trademarks that comprise any Brands) and any combinations, enhancements, improvements, modifications or derivatives (including derivative works) thereof, and the goodwill created therein shall inure solely to the benefit of Caesars IP Holder or Tenant, as applicable, and Manager agrees to assign and hereby assigns to Caesars IP Holder or Tenant, as applicable, all of Manager’s right, title and interest therein. Manager will execute all documents reasonably requested by Caesars IP Holder or Tenant to evidence Caesars IP Holder’s or Tenant’s ownership rights in the Managed Facilities IP, as applicable, and Caesars IP Holder and/or Tenant, as applicable, will execute all documents reasonably requested by or on behalf of Manager to evidence Manager’s right to use the Managed Facilities IP as set forth in this Agreement. Manager shall not, directly or indirectly, contest or aid others in contesting Caesars IP Holder’s or Tenant’s respective ownership of the Managed Facilities IP, or the validity, enforceability or registrability of the Managed Facilities IP. Manager shall not, and shall cause its Affiliates not to, do anything which impairs Caesars IP Holder’s or Tenant’s ownership, or the validity, of their respective Managed Facilities IP. Each of Caesars IP Holder and Tenant shall not, directly or indirectly, contest or aid others in contesting, Manager’s right to use the Managed Facilities IP as set forth in this Agreement. 7.1.6 Manager shall promptly notify Caesars IP Holder and Tenant in writing of (a) any alleged infringement, misappropriation or other violation of the Managed Facilities IP by another Person’s actions, products or services, and (b) any other Claim concerning the Managed Facilities IP. 7.1.7 Manager shall promptly notify Landlord in writing of any action filed with any Governmental Authority against Manager, or to Manager’s knowledge, against Caesars IP Holder or Tenant, alleging infringement, misappropriation, or other violation of any alleged material Intellectual Property right of any third party relating to or arising out of the use or registration of any material Managed Facilities IP over which Landlord has been granted a lien pursuant to the Lease or otherwise. 7.1.8 Manager acknowledges and agrees that any unauthorized use of the Managed Facilities IP by Manager may result in irreparable harm to Caesars IP Holder or Tenant, as applicable, for which remedies other than injunctive relief may be inadequate, and that Caesars IP Holder or Tenant, as applicable, may be entitled to receive from a court of competent jurisdiction injunctive or other equitable relief to restrain such unauthorized acts in addition to other appropriate remedies.

Managed Facilities IP. 7.1.1 Subject to, and solely in accordance with, the terms, conditions and provisions set forth in this Agreement, Caesars IP Holder and Tenant hereby grant to Manager (and Manager hereby accepts) a non-exclusive, royalty-free, fully-paid up, worldwide right and license to use, modify, distribute, copy/reproduce, publish, create derivative works of, and otherwise commercialize or exploit, the Managed Facilities IP as necessary to Operate, promote and market the Managed Facility Facilities in accordance with the terms of this Agreement throughout the Term of this Agreement and during the Transition Period. 7.1.2 Any and all uses of the Trademarks included in the Managed Facilities IP (including any Trademarks that comprise any Brands) by Manager shall be subject to the prior written consent of Caesars IP Holder or Tenant, or any of their respective designees, as applicable, such consent to be provided or withheld in Caesars IP Holder’s, Tenant’s or such designee’s sole discretion; provided, however, that Caesars IP Holder and Tenant acknowledge and agree that (i) with respect to any uses consistent with the uses of the Trademarks as were in effect on or prior to the Commencement Date, or (ii) to the extent such uses by Manager are otherwise consistent with those uses of the Trademarks included in the Licensed IP (as defined in the Omnibus Agreement) that are permitted pursuant to the terms of the Omnibus Agreement, such uses (collectively, the “Permitted Uses”) are in each case hereby deemed approved; provided, further, that consent required under this Section 7.1.2 shall be provided in a Non-Discriminatory manner. Caesars IP Holder, Tenant, or any of their respective designees, as applicable, shall have the sole and exclusive right to determine the form and manner of presentation of the applicable Trademarks included in the Managed Facilities IP (including any Trademarks that comprise any Brands) in connection with the Operation of the Managed FacilityFacilities, including all uses of such Trademarks in marketing, sales, advertising and promotional materials of the Managed FacilityFacilities, any goods or services relating to the Managed Facility Facilities and any signage for the Managed Facility Facilities (subject, in each case, to the deemed approval of any Permitted Uses); provided that such determination shall be made in accordance with the Operating Standard, and in any event, in a Non-Non- Discriminatory manner. 7.1.3 All rights not expressly granted hereunder are reserved by Caesars IP Holder or Tenant, as applicable. Notwithstanding that Manager shall use the Managed Facilities IP in connection with the Operation of the Managed FacilityFacilities, Manager acknowledges that, as between Caesars IP Holder or Tenant, on the one hand, and Manager, on the other hand, this use of the Managed Facilities IP shall not create in Manager’s favor any proprietary right, title, or interest in or to any of the Managed Facilities IP, and all rights of ownership and control of the Managed Facilities IP shall (subject to Section 7.2.