Common use of Other Operations of Manager and Tenant Clause in Contracts

Other Operations of Manager and Tenant. 2.3.1 Without limiting Manager’s obligation under Section 2.1.2, Tenant acknowledges that: (a) Tenant has selected Manager to Operate the Managed Facility on behalf of Tenant in substantial part because of the other hotels, casinos, entertainment venues, dining establishments, spas and retail locations that are owned or operated by Manager and/or its Affiliates; (b) Tenant has determined, on an overall basis, that the benefits of operation as part of the Total Rewards Program are substantial, notwithstanding that the properties operating under the Brands and Managed Facilities IP may not all benefit equally from operation under the Brands and Managed Facilities IP; and (c) in certain respects all hotels, casinos, entertainment venues, dining establishments, spas and retail locations compete on a national, regional and local basis with other hotels and casinos and facilities, and that conflicts and competition may, from time to time, arise between the Managed Facility, on the one hand, and Other Managed Facilities or Other Managed Resorts, on the other hand; provided, however, that nothing in this Section 2.3 shall, or shall be deemed to, limit, vitiate or supersede Manager’s obligations and requirements under this Agreement, and in all events, Manager agrees to at all times manage the Operation of the Managed Facility in a Non-Discriminatory manner, in accordance with the Operating Standard and subject to Manager’s Standard of Care. 2.3.2 Tenant and Manager each acknowledges and agrees that (i) Manager and its Affiliates own and operate many casino, hotel and other properties across the United States and internationally, some of which may be in competition with the Managed Facility and (ii) neither Manager nor any Affiliate of Manager shall have any obligation to promote the value and profitability of the Managed Facility at the expense of such other properties; provided, however, that nothing in this Section 2.3.2 shall, or shall be deemed to, limit, vitiate or supersede Manager’s obligations and requirements under this Agreement, and in all events, Manager shall at all times manage the Operation of the Managed Facility in a Non-Discriminatory manner, in accordance with the Operating Standard and subject to Manager’s Standard of Care. Without limiting the preceding proviso in any manner, subject to the Omnibus Agreement, the Services Co LLC Agreement (including, without limitation, Section 7.8 thereof), Applicable Law and the Operating Limitations, Manager and its Affiliates shall be permitted, in a Non-Discriminatory manner, to: (a) utilize the Guest Data during the Term for its own account and for use at Manager’s and its Affiliates’ other owned and/or operated properties, and (subject to Section 7.2.2.3) retain and use such Guest Data for such purposes after expiration or termination of the Term; provided that the right of ownership and use of Property Specific Guest Data shall be governed by Section 7.2.2.2, (b) engage in commercially reasonable cross-marketing and cross-promotional activities with Manager’s and its Affiliates’ other owned and/or operated properties, and (c) otherwise participate or engage in competing projects, programs and activities. This Section 2.3.2 shall survive the expiration or termination of this Agreement. 2.3.3 Manager acknowledges and agrees that Tenant and its Affiliates may acquire, develop, operate and manage properties and other facilities in other locations, some of which may be in competition with the Managed Facility. Subject to Applicable Law, and without limitation of any other rights Tenant has to use Property Specific Guest Data or other Guest Data, Tenant shall be permitted, in a Non-Discriminatory manner, to: (a) utilize the Property Specific Guest Data during the Term for its own account and for use at its other properties, and (subject to Section 7.2.2.3) retain and use such Property Specific Guest Data after expiration or termination of the Term, (b) engage in cross-marketing and cross-promotional activities with Tenant’s other properties in a manner that may be competitive to the Managed Facility or Manager’s and its Affiliates’ other owned and/or operated facilities or operations, and (c) otherwise participate or engage in competing projects, programs and activities. This Section 2.3.3 shall survive the expiration or termination of this Agreement.

Other Operations of Manager and Tenant. 2.3.1 Without limiting Manager’s obligation under Section 2.1.2, Tenant acknowledges that: (a) Tenant has selected Manager to Operate the Managed Facility Facilities on behalf of Tenant in substantial part because of the other hotels, casinos, entertainment venues, dining establishments, spas and retail locations that are owned or operated by Manager and/or its Affiliates; (b) Tenant has determined, on an overall basis, that the benefits of operation as part of the Total Rewards Program are substantial, notwithstanding that the properties operating under the Brands and Managed Facilities IP may not all benefit equally from operation under the Brands and Managed Facilities IP; and (c) in certain respects all hotels, casinos, entertainment venues, dining establishments, spas and retail locations compete on a national, regional and local basis with other hotels and casinos and facilities, and that conflicts and competition may, from time to time, arise between the Managed FacilityFacilities, on the one hand, and Other Managed Facilities or Other Managed Resorts, on the other hand; provided, however, that nothing in this Section 2.3 shall, or shall be deemed to, limit, vitiate or supersede Manager’s obligations and requirements under this Agreement, and in all events, Manager agrees to at all times manage the Operation of the Managed Facility Facilities in a Non-Discriminatory manner, in accordance with the Operating Standard and subject to Manager’s Standard of Care. 2.3.2 Tenant and Manager each acknowledges and agrees that that (i) Manager and its Affiliates own and operate many casino, hotel and other properties across the United States and internationally, some of which may be in competition with the Managed Facility Facilities and (ii) neither Manager nor any Affiliate of Manager shall have any obligation to promote the value and profitability of the Managed Facility Facilities at the expense of such other properties; provided, however, that nothing in this Section 2.3.2 shall, or shall be deemed to, limit, vitiate or supersede Manager’s obligations and requirements under this Agreement, and in all events, Manager shall at all times manage the Operation of the Managed Facility Facilities in a Non-Discriminatory manner, in accordance with the Operating Standard and subject to Manager’s Standard of Care. Without limiting the preceding proviso in any manner, subject to the Omnibus Agreement, the Services Co LLC Agreement (including, without limitation, Section 7.8 thereof), Applicable Law and the Operating Limitations, Manager and its Affiliates shall be permitted, in a Non-Discriminatory manner, to: (a) utilize the Guest Data during the Term for its own account and for use at Manager’s and its Affiliates’ other owned and/or operated properties, and (subject to Section 7.2.2.3) retain and use such Guest Data for such purposes after expiration or termination of the Term; provided that the right of ownership and use of Property Specific Guest Data shall be governed by Section 7.2.2.2, (b) engage in commercially reasonable cross-marketing and cross-promotional activities with Manager’s and its Affiliates’ other owned and/or operated properties, and (c) otherwise participate or engage in competing projects, programs and activities. This Section 2.3.2 shall survive the expiration or termination of this Agreement. 2.3.3 Manager acknowledges and agrees that Tenant and its Affiliates may acquire, develop, operate and manage properties and other facilities in other locations, some of which may be in competition with the Managed Facility. Subject to Applicable Law, and without limitation of any other rights Tenant has to use Property Specific Guest Data or other Guest Data, Tenant shall be permitted, in a Non-Discriminatory manner, to: (a) utilize the Property Specific Guest Data during the Term for its own account and for use at its other properties, and (subject to Section 7.2.2.3) retain and use such Property Specific Guest Data after expiration or termination of the Term, (b) engage in cross-marketing and cross-promotional activities with Tenant’s other properties in a manner that may be competitive to the Managed Facility or Manager’s and its Affiliates’ other owned and/or operated facilities or operations, and (c) otherwise participate or engage in competing projects, programs and activities. This Section 2.3.3 shall survive the expiration or termination of this Agreement.,