Common use of New Projects Clause in Contracts

New Projects. A. Licensee shall provide Licensor with an application (“New Project Application”) in the form attached hereto as Exhibit K for each proposed New Project. The form of New Project Application may be modified by Licensor as required for compliance with Applicable Law or as mutually agreed by the parties hereto. B. Licensor may reject a proposed New Project only if: (i) Licensor determines that the proposed New Project does not meet the applicable Brand Standards related to construction and design or that the location of the proposed New Project does not meet applicable Brand Standards or is otherwise not appropriate for the proposed New Project; (ii) Licensor determines that the development of the proposed New Project would breach, or be reasonably likely to breach, any Permitted Territorial Restrictions or restrictions imposed by Applicable Law on Licensor and its Affiliates; (iii) Licensor determines that it is unable, or it is not feasible for Licensor, to manage the proposed New Project in compliance with Brand Standards (other than a proposed New Project that meets the requirements of Section 8.3.B(ii) and that a Management Company approved by Licensor will manage as a Non-RCHC Managed Project); (iv) the proposed New Project will involve a co-investor with Licensee and such co-investor is (a) a Lodging Competitor of Licensor, (b) is known in the community as being of bad moral character, (c) has been convicted in any court of a felony or other offense that could result in imprisonment for one (1) year or more or a fine or penalty of one million dollars ($1,000,000) (as adjusted annually after the Effective Date by the GDP Deflator) or more (or is in control of or controlled by Persons who have been convicted in any court of felonies or such offenses), or (d) is, or has an Affiliate that is, a Specially Designated National or Blocked Person; (v) Licensee or its Affiliate, as applicable, fails or refuses to undertake at the time that the New Project Application is submitted to execute an RCHC Management Agreement for such proposed New Project under which Licensor or its Affiliate will provide on-site management of the proposed New Project at least thirty (30) days prior to the opening of the applicable New Project to the public for business and, in fact, execute such RCHC Management Agreement within such timeframe, unless such proposed New Project is a Non-RCHC Managed Project pursuant to Section 8.3.B. The fee payable to Licensor or its Affiliate under such RCHC Management Agreement must be consistent with past practice and the then-prevailing market conditions; or (vi) Licensee or its Affiliate fails or refuses to undertake at the time that the New Project Application is submitted to execute an operating agreement with the applicable Property Owners’ Association at least thirty (30) days prior to the opening of the applicable New Project to the public for business and, in fact, execute such operating agreement within such timeframe. Such operating agreement shall not include any material changes from the form of operating agreement that is generally in use as of the Effective Date that are materially adverse to Licensee or Licensor as reasonably determined by Licensor, and such operating agreement must accommodate the then-current RCHC Management Agreement template. Any proposed New Projects that are Non-RCHC Managed Projects pursuant to Section 8.3.B. and that are located in a larger development that includes Destination Club Units or Residential Units that has a separate identifying name shall be identified using the following (or substantially similar) convention: “The [Xxxx-Xxxxxxx Club][Xxxx-Xxxxxxx Residences] at [name of project in which units are located].” If Licensor does not approve the proposed New Project under Sections 5.2.B(i), (ii), (iii), (iv), (v), or (vi) above and Licensee disagrees with such determination, then Licensee may refer the matter for Expert resolution pursuant to Section 22.5. The Expert shall make its determination based upon whether Licensor’s rejection was reasonable, given the market positioning and Brand Standards applicable to the proposed New Project. Additionally, if Licensor did not approve the proposed New Project based on its determination that the location of the proposed New Project did not meet applicable Brand Standards or was otherwise not appropriate for the proposed New Project, the Expert shall determine whether the proposed location would be appropriate for Xxxx-Xxxxxxx Hotels based on the market positioning and brand standards applicable to Xxxx-Xxxxxxx Hotels, and if the Expert determines that the proposed location would be so appropriate, then the proposed location shall be deemed appropriate for the proposed New Project. C. Each New Project may operate only under the applicable Project name agreed to by the parties in accordance with the naming protocol set forth in the Brand Standards, which Project name may be changed only in accordance with the naming protocol set forth in the Brand Standards. (1) In the event that Licensee delegates the authority to develop a New Project to an Affiliate, Licensee shall sublicense to such Affiliate the right to develop such New Project under the form of sublicense agreement attached as Exhibit E, under which such Affiliate will be required to develop the New Project in accordance with the sublicense agreement and the terms and conditions of this Agreement, and such Affiliate will agree to be bound by the same responsibilities, limitations, and duties of Licensee under this Agreement with respect to such New Project. (2) In the event that Licensee delegates the authority to operate a New Project to an Affiliate, Licensee shall sublicense to such Affiliate the right to operate such New Project under the form of sublicense agreement attached as Exhibit E, under which such Affiliate will be required to operate the New Project in accordance with the sublicense agreement and the terms and conditions of this Agreement, and such Affiliate will agree to be bound by the same responsibilities, limitations, and duties of Licensee under this Agreement with respect to such New Project. (3) Licensee shall provide Licensor with a fully-executed copy of each sublicense agreement entered into hereunder promptly following its execution and will notify Licensor in writing upon the termination or expiration of any sublicense agreement. Except to the extent required by Applicable Law, Licensee shall not amend or otherwise modify any such sublicense agreement without Licensor’s prior written approval. E. If the offer or execution of the sublicense agreement for any Existing Project or proposed New Project (including any New Project that is to be developed through a third party) results in a requirement for Licensee to comply with regulatory requirements, including, without limitation, the preparation and provision to the Project developer of a disclosure document or filing of the disclosure document or other documents with regulatory authorities, Licensee shall comply with such regulatory requirements at its sole cost and expense and provide Licensor with evidence satisfactory to Licensor of Licensee’s compliance therewith within the timeframe required by the applicable regulations. If Licensor determines that Licensor is required to comply with such regulatory requirements in connection with any Existing Project or proposed New Project, Licensee will fully cooperate with Licensor with respect to Licensor’s compliance requirements, and Licensor will not charge Licensee any amounts for costs incurred by Licensor in connection with Licensor’s compliance requirements. F. Notwithstanding anything in Section 5.2.B. to the contrary, Licensor has the right to approve or reject proposed New Projects that include Xxxx-Xxxxxxx Residential Units in Licensor’s sole discretion; provided, however, that, instead of Licensor’s sole discretion, the approval conditions in Section 5.2.B. shall apply if Licensee wishes to pursue the development, sale, marketing, operation, or financing of Xxxx-Xxxxxxx Residential Units as part of a Xxxx-Xxxxxxx Destination Club Project (“Mixed-Use Project”), where both (i) the number of Xxxx-Xxxxxxx Destination Club Units in such Mixed-Use Project is at least thirty-five percent (35%) of the combined number of Xxxx-Xxxxxxx Destination Club Units and Xxxx-Xxxxxxx Residential Units in such Mixed-Use Project, and (ii) the total number of Xxxx-Xxxxxxx Residential Units in such Mixed-Use Project is thirty-five (35) or fewer. Additionally, Licensor hereby pre-approves Residential Units to be developed at Licensee’s Existing Projects, subject to such Residential Units meeting the then-current Design Guide for new Xxxx-Xxxxxxx Residential Units. G. All New Projects that are added to Licensed Non-Site Specific Destination Club Programs must initially be operated under the Licensed Marks in accordance with the System and this Agreement, it being acknowledged that such New Projects are subject to being Deflagged in accordance with the terms of this Agreement. At Licensor’s request, Licensee’s rights to include a Non-Site Specific Destination Club Ownership Vehicle as part of a Licensed Non-Site Specific Destination Club Program shall be discontinued if at any time the aggregate interests in Xxxx-Xxxxxxx Destination Club Units that are held by such Non-Site Specific Destination Club Ownership Vehicle is less than one-half (1/2) of the aggregate interests in all Destination Club Units that are held by such Non-Site Specific Destination Club Ownership Vehicle. H. Pursuant to Section 5.2.G. of the Marriott License Agreement, Licensee shall have the right to include inventory of Destination Club Units in Existing Projects and Residential Units in Existing Projects as part of Licensed Destination Club Products (as defined in the Marriott License Agreement) under the Marriott License Agreement, provided, that Licensee provide prior notice to Licensor thereof. I. With respect to any new Xxxx-Xxxxxxx Residential Projects, Licensor will agree not to develop, operate, or authorize a third-party to develop or operate a Xxxx-Xxxxxxx Residential Project for a period of four (4) years from the commencement of residential sales, or the initial sale of all of the Xxxx-Xxxxxxx Residential Units in such Project, whichever comes first, within a geographic area to be agreed to by the parties on a case-by-case basis based on market characteristics and other relevant factors. Licensee shall only have the right to develop and sell one (1) such Mixed-Use Project within any such territorial area for the term of the territorial restriction.

New Projects. A. Licensee shall provide Licensor with an application (“New Project Application”) in the form attached hereto as Exhibit K for each proposed New Project. The form of New Project Application may be modified by Licensor as required for compliance with Applicable Law or as mutually agreed by the parties hereto. B. Licensor may reject a proposed New Project only if: (i) Licensor determines that the proposed New Project does not meet the applicable Brand Standards related to construction and design or that the location of the proposed New Project does not meet applicable Brand Standards or is otherwise not appropriate for the proposed New Project; (ii) Licensor determines that the development of the proposed New Project would breach, or be reasonably likely to breach, any Permitted Territorial Restrictions or restrictions imposed by Applicable Law on Licensor and its Affiliates;; or (iii) Licensor determines that it is unable, or it is not feasible for Licensor, to manage the proposed New Project in compliance with Brand Standards (other than a proposed New Project that meets the requirements of Section 8.3.B(ii) and that a Management Company approved by Licensor will manage as a Non-RCHC Managed Project); (iv) the proposed New Project will involve a co-investor with Licensee and such co-investor is (a) a Lodging Competitor of Licensor, (b) is known in the community as being of bad moral character, (c) has been convicted in any court of a felony or other offense that could result in imprisonment for one (1) year or more or a fine or penalty of one million dollars ($1,000,000) (as adjusted annually after the Effective Date by the GDP Deflator) or more (or is in control of or controlled by Persons who have been convicted in any court of felonies or such offenses), or (d) is, or has an Affiliate that is, a Specially Designated National or Blocked Person; (v) Licensee or its Affiliate, as applicable, fails or refuses to undertake at the time that the New Project Application is submitted to execute an RCHC Management Agreement for such proposed New Project under which Licensor or its Affiliate will provide on-site management of the proposed New Project at least thirty (30) days prior to the opening of the applicable New Project to the public for business and, in fact, execute such RCHC Management Agreement within such timeframe, unless such proposed New Project is a Non-RCHC Managed Project pursuant to Section 8.3.B. The fee payable to Licensor or its Affiliate under such RCHC Management Agreement must be consistent with past practice and the then-prevailing market conditions; or (vi) Licensee or its Affiliate fails or refuses to undertake at the time that the New Project Application is submitted to execute an operating agreement with the applicable Property Owners’ Association at least thirty (30) days prior to the opening of the applicable New Project to the public for business and, in fact, execute such operating agreement within such timeframe. Such operating agreement shall not include any material changes from the form of operating agreement that is generally in use as of the Effective Date that are materially adverse to Licensee or Licensor as reasonably determined by Licensor, and such operating agreement must accommodate the then-current RCHC Management Agreement template. Any proposed New Projects that are Non-RCHC Managed Projects pursuant to Section 8.3.B. and that are located in a larger development that includes Destination Club Units or Residential Units that has a separate identifying name shall be identified using the following (or substantially similar) convention: “The [Xxxx-Xxxxxxx Club][Xxxx-Xxxxxxx Residences] at [name of project in which units are located].” If Licensor does not approve the proposed New Project under Sections 5.2.B(i), (ii), or (iii), (iv), (v), or (vi) above and Licensee disagrees with such determination, then Licensee may refer the matter for Expert resolution pursuant to Section 22.5. The Expert shall make its determination based upon whether Licensor’s rejection was reasonable, given the market positioning and Brand Standards applicable to the proposed New Project. Additionally, if Licensor did not approve the proposed New Project based on its determination that the location of the proposed New Project did not meet applicable Brand Standards or was otherwise not appropriate for the proposed New Project, the Expert shall determine whether the proposed location would be appropriate for XxxxLicensor Lodging Facilities in the Upscale Brand Segment or Upper-Xxxxxxx Hotels Upscale Brand Segment, as applicable, based on the market positioning and brand standards applicable to Xxxx-Xxxxxxx Hotelssuch Licensor Lodging Facilities, and if the Expert determines that the proposed location would be so appropriate, then the proposed location shall be deemed appropriate for the proposed New Project. C. Each New Project may operate only under the applicable Project name agreed to by the parties in accordance with the naming protocol set forth in the Brand Standards, which Project name may be changed only in accordance with the naming protocol set forth in the Brand Standards. (1) In the event that Licensee delegates the authority to develop a New Project to an Affiliate, Licensee shall sublicense to such Affiliate the right to develop such New Project under the form of sublicense agreement attached as Exhibit E, under which such Affiliate will be required to develop the New Project in accordance with the sublicense agreement and the terms and conditions of this Agreement, and such Affiliate will agree to be bound by the same responsibilities, limitations, and duties of Licensee under this Agreement with respect to such New Project. (2) In the event that Licensee delegates the authority to operate a New Project to an Affiliate, Licensee shall sublicense to such Affiliate the right to operate such New Project under the form of sublicense agreement attached as Exhibit E, under which such Affiliate will be required to operate the New Project in accordance with the sublicense agreement and the terms and conditions of this Agreement, and such Affiliate will agree to be bound by the same responsibilities, limitations, and duties of Licensee under this Agreement with respect to such New Project. (3) Licensee shall provide Licensor with a fully-executed copy of each sublicense agreement entered into hereunder promptly following its execution and will notify Licensor in writing upon the termination or expiration of any sublicense agreement. Except to the extent required by Applicable Law, Licensee shall not amend or otherwise modify any such sublicense agreement without Licensor’s prior written approval. E. If the offer or execution of the sublicense agreement for any Existing Project or proposed New Project (including any New Project that is to be developed through a third party) results in a requirement for Licensee to comply with regulatory requirements, including, without limitation, the preparation and provision to the Project developer of a disclosure document or filing of the disclosure document or other documents with regulatory authorities, Licensee shall comply with such regulatory requirements at its sole cost and expense and provide Licensor with evidence satisfactory to Licensor of Licensee’s compliance therewith within the timeframe required by the applicable regulations. If Licensor determines that Licensor is required to comply with such regulatory requirements in connection with any Existing Project or proposed New Project, Licensee will fully cooperate with Licensor with respect to Licensor’s compliance requirements, and Licensor will not charge Licensee any amounts for costs incurred by Licensor in connection with Licensor’s compliance requirements. F. Notwithstanding anything in Section 5.2.B. to the contrary, Licensor has the right to approve or reject proposed New Projects that include Xxxx-Xxxxxxx Residential Units in Licensor’s sole discretion; provided, however, that, instead of Licensor’s sole discretion, the approval conditions in Section 5.2.B. shall apply if Licensee wishes to pursue the development, sale, marketing, operation, or financing of Xxxx-Xxxxxxx Residential Units as part of a Xxxx-Xxxxxxx Destination Club Project (“Mixed-Use Project”), where both (i) the number of Xxxx-Xxxxxxx Destination Club Units in such Mixed-Use Project is at least thirty-five percent (35%) of the combined number of Xxxx-Xxxxxxx Destination Club Units and Xxxx-Xxxxxxx Residential Units in such Mixed-Use Project, and (ii) the total number of Xxxx-Xxxxxxx Residential Units in such Mixed-Use Project is thirty-five (35) or fewer. Additionally, Licensor hereby pre-approves Residential Units to be developed at Licensee’s Existing Projects, subject to such Residential Units meeting the then-current Design Guide for new Xxxx-Xxxxxxx Residential Units. G. All New Projects that are added to Licensed Non-Site Specific Destination Club Programs must initially be operated under the Licensed Marks in accordance with the System and this Agreement, it being acknowledged that such New Projects are subject to being Deflagged in accordance with the terms of this Agreement. At Licensor’s request, Licensee’s rights to include a Non-Site Specific Destination Club Ownership Vehicle as part of a Licensed Non-Site Specific Destination Club Program shall be discontinued if at any time the aggregate interests in Xxxx-Xxxxxxx Licensed Destination Club Units that are held by such Non-Site Specific Destination Club Ownership Vehicle is less than one-half (1/2) of the aggregate interests in all Destination Club Units that are held by such Non-Site Specific Destination Club Ownership Vehicle. H. Pursuant to Section 5.2.G. of the Marriott License Agreement, G. Licensee shall have the right to include inventory of Destination Club Units in Existing Projects and or Residential Units in Existing Projects (as defined in the Xxxx-Xxxxxxx License Agreement) as part of Licensed Destination Club Products (as defined in the Marriott License Agreement) under the Marriott License this Agreement, provided, that Licensee provide prior notice to Licensor thereof. I. With respect to any new Xxxx-Xxxxxxx Residential Projects, Licensor will agree not to develop, operate, or authorize a third-party to develop or operate a Xxxx-Xxxxxxx Residential Project for a period of four (4) years from the commencement of residential sales, or the initial sale of all of the Xxxx-Xxxxxxx Residential Units in such Project, whichever comes first, within a geographic area to be agreed to by the parties on a case-by-case basis based on market characteristics and other relevant factors. Licensee shall only have the right to develop and sell one (1) such Mixed-Use Project within any such territorial area for the term of the territorial restriction.