Common use of Proprietary Information and Systems Clause in Contracts

Proprietary Information and Systems. Upon the expiration or termination of this Agreement, Tenant, Landlord, and/or Mortgagee, as applicable shall: (a) not directly or indirectly at any time or in any manner (i) use, copy or retain any Proprietary Information and Systems, provided that and notwithstanding anything to the contrary in this Agreement, this restriction shall not include nor apply to any Resort Guest Data, Employee Data, or Tenant Proprietary Information and Systems conveyed, transferred, or assigned to Landlord pursuant to Section 13.4.4 of this Agreement, or (ii) represent that any of the Manager Operated Areas is Operated as a “Xxxxxx’x” branded hotel and casino or otherwise associated with the Proprietary Information and Systems that is retained by Manager or its Affiliates, successors and assigns upon expiration or termination of this Agreement; (b) not directly or indirectly hold itself or the Resort out to the public as being or remaining (or otherwise associated) with any Other Managed Resorts, or any project or resort managed by Manager or its Affiliates; (c) take such reasonable action within Tenant, Landlord, and/or Mortgagee’s (as applicable) control and at its reasonable expense as may be required to cancel all fictitious or assumed name registrations relating to Tenant’s, Landlord’s, and/or Mortgagee’s, as applicable, use of any Proprietary Information and Systems; (d) take such reasonable action at its reasonable expense as may be necessary to notify the telephone company and all telephone directory publishers known to Tenant, Landlord, and/or Mortgagee, as applicable about the termination or expiration of Tenant, Landlord, and/or Mortgagee’s right to use any telephone number and any regular, classified or other telephone directory listings associated with any Proprietary Information and Systems (other than Tenant Proprietary Information Systems) and to authorize transfer of such number to Manager or at Manager’s direction; provided, however, that this clause (d) shall not apply to the telephone numbers and regular, classified or other telephone directory listings for the Resort; and (e) remove from the Resort, and discontinue using for any purpose, all FF&E, Operating Supplies, signage and other materials that display any materials licensed pursuant to the System License Agreement or any distinctive features, images, or designs of the “Xxxxxx’x” brand (except that FF&E containing distinctive features, images or designs of the “Xxxxxx’x” brand need not be removed from the Resort provided that such features, images and designs can be and have been covered, removed or obliterated), and make such non-structural alterations consistent with the continued Operation of the Resort in its ordinary course and as may be necessary to distinguish the Resort so clearly from its former appearance as a “Xxxxxx’x” brand hotel and casino and from Other Managed Resorts as to prevent any reasonable likelihood of confusion by the public, including such actions as reasonably required in any de-identification checklist provided to Tenant, Landlord, and/or Mortgagee, as applicable. If Tenant, Landlord, and/or Mortgagee, as applicable, fails to remove signage from the Resort bearing any Trademarks licensed pursuant to the System License Agreement on or prior to the effective date of the termination, Manager shall have the right, following the effective date of the termination and upon reasonable notice to the Tenant, Landlord, and/or Mortgagee, as applicable, to remove and retain all such interior and exterior signage bearing the “Xxxxxx’x” trade name or any Trademarks licensed pursuant to the System License Agreement without any liability to Tenant, Landlord, and/or Mortgagee, as applicable for the cost to restore or repair the Resort premises or equipment for damage resulting therefrom, subject to Manager acting with reasonable care and using reasonable efforts to minimize damage to the Resort. In addition, upon termination of this Agreement at the end of the Transition Period, neither Manager nor Tenant shall directly or indirectly at any time or in any manner use, copy or retain any Tenant Proprietary Information and Systems.

Proprietary Information and Systems. Upon the expiration or termination of this Agreement, Tenant, Landlord, and/or Mortgagee, as applicable Owner at its expense shall: (a) not directly or indirectly at any time or in any manner (i) use, copy or retain use any Proprietary Information and Systems, provided that and notwithstanding anything to or any colorable imitation or other indicia of the contrary in this Agreement, this restriction shall not include nor apply to any Resort Guest Data, Employee Data, or Tenant Proprietary Information and Systems conveyed, transferred, or assigned to Landlord pursuant to Section 13.4.4 of this AgreementXxxxxx’x intellectual property, or (ii) represent that any of the Manager Operated Areas is or was Operated as a “Xxxxxx’x” branded hotel and casino or otherwise associated with the Proprietary Information and Systems that is retained by Manager or its Affiliates, successors and assigns upon expiration or termination of this AgreementSystems; (b) not directly or indirectly hold itself or the Resort out to the public as being or remaining (or otherwise associated) with any Other Managed Resorts, or any project or resort managed by Manager or its Affiliates; (c) take such reasonable action within Tenant, Landlord, and/or Mortgagee’s (as applicable) control and at its reasonable expense as may be required to cancel all fictitious or assumed name registrations relating to Tenant’s, Landlord’s, and/or Mortgagee’s, as applicable, Owner’s use of any Proprietary Information and Systems; (d) take such reasonable action at its reasonable expense as may be necessary to notify the telephone company and all telephone directory publishers known to Tenant, Landlord, and/or Mortgagee, as applicable about of the termination or expiration of Tenant, Landlord, and/or MortgageeOwner’s right to use any telephone number and any regular, classified or other telephone directory listings associated with any Proprietary Information and Systems (other than Tenant Proprietary Information Systems) and to authorize transfer of such the number to Manager or at Manager’s direction; provided, however, that this clause (d) shall not apply to the telephone numbers and regular, classified or other telephone directory listings for the Resort; and; (e) subject to Section 16.6.6, remove from the Resort, and discontinue using for any purpose, all FF&E, Operating Supplies, signage and other materials that display any materials licensed pursuant to aspect of the System License Agreement Trademarks (excluding the Brand trade name and trademarks) or any distinctive features, images, or designs of associated with the “Xxxxxx’x” brand (except that FF&E containing distinctive features, images or designs of the “Xxxxxx’x” brand need not be removed from the Resort provided that such features, images and designs can be and have been covered, removed or obliterated)brand, and make such non-structural alterations consistent with the continued Operation of the Resort in its ordinary course and as may be necessary to distinguish the Resort so clearly from its former appearance as a “Xxxxxx’x” brand Brand hotel and casino and from Other Managed Resorts other Brand hotels and casinos as to prevent any reasonable likelihood possibility of confusion by the public, including such actions as reasonably required in any de-identification checklist provided to Tenant, Landlord, and/or Mortgagee, as applicableOwner. If Tenant, Landlord, and/or Mortgagee, as applicable, Owner fails to remove signage from the Resort bearing any Trademarks licensed pursuant to the System License Agreement Trademark (excluding the Brand trade name and trademarks) on or prior to the effective date of the termination, Manager shall have the right, following the effective date of the termination and upon reasonable notice to the Tenant, Landlord, and/or Mortgagee, as applicableat Owner’s expense, to remove and retain all such interior and exterior signage bearing the “Xxxxxx’x” Xxxxxx’x trade name or any Trademarks licensed pursuant to the System License Agreement without any liability to Tenant, Landlord, and/or Mortgagee, as applicable Owner for the cost to restore or repair the Resort premises or equipment for damage resulting therefrom, subject to Manager acting with reasonable care and using reasonable efforts to minimize damage to the Resort. In additionAny reasonable costs in connection with such removal shall be borne by Manager (except in connection with a termination based on an Event of Default by Owner, upon termination in which case Owner shall be responsible for the payment of this Agreement at such costs); (f) cease using and Manager shall have the end right to remove from the Resort, on or before the effective date of the Transition Periodtermination, neither all operations manuals, policy statements and the like, any other Proprietary Information and System Standards of Manager nor Tenant shall directly or indirectly at and its Affiliates and all other written materials bearing the Trademarks; provided that any time or such removals prior to the effective date of the termination may only be made so long as they do not materially impair the Operation of the Manager Operated Areas in the ordinary course of business; (g) not, under any manner usecircumstance, copy copy, reproduce, or retain any Tenant of the Proprietary Information and Systems; and (h) provide to Manager, within seven (7) days after the effective date of expiration or termination, evidence reasonably satisfactory to Manager of Owner’s compliance with its obligations under this Section 16.6.4.

Proprietary Information and Systems. 16.4.4.1 Upon the expiration or termination of this Agreement, TenantOwner, Landlordat its expense, and/or Mortgagee, as applicable shallshall immediately commence and diligently pursue to completion during a transition period of twelve (12) months following termination or expiration of this Agreement (the “Transition Period”) the following actions: (a) not directly the discontinuation of all direct or indirectly at any time or indirect use in any manner (i) use, copy or retain of any Proprietary Information and Systems, provided that and notwithstanding anything to the contrary in this Agreement, this restriction shall not include nor apply to Brand or any Resort Guest Data, Employee Data, colorable imitation or Tenant Proprietary Information and Systems conveyed, transferred, or assigned to Landlord pursuant to Section 13.4.4 of this Agreement, or (ii) represent that any other indicia of the Manager Operated Areas is Brand, and any marketing, advertising or other media, including the internet, that uses the Brand or represents that the Managed Facilities are Operated as a “Xxxxxx’x” branded hotel and Brand casino or otherwise associated with the Proprietary Information and Systems that is retained by Manager or its Affiliates, successors and assigns upon expiration or termination of this AgreementSystems; (b) not directly or indirectly hold itself or the Resort out to the public as being or remaining (or otherwise associated) with any Other Managed Resorts, or any project or resort managed by Manager or its Affiliates; (c) take such reasonable action within Tenant, Landlord, and/or Mortgagee’s (as applicable) control and at its reasonable expense as may be required to cancel cancellation of all fictitious or assumed name registrations relating to Tenant’s, Landlord’s, and/or Mortgagee’s, as applicable, Owner’s use of any Proprietary Information and Systems; (dc) take such reasonable action at its reasonable expense as may be necessary notification to notify the telephone company Owner and all telephone directory publishers known to Tenant, Landlord, and/or Mortgagee, as applicable about of the termination or expiration of Tenant, Landlord, and/or MortgageeOwner’s right to use any telephone number and any regular, classified or other telephone directory listings associated with any Proprietary Information and Systems (other than Tenant Proprietary Information Systems) and authorization to authorize transfer of such number to Manager or at Manager’s direction; provided, however, that this clause nothing herein shall be deemed to require Owner to change or surrender any telephone number used exclusively by the Managed Facilities; (d) shall not apply to the telephone numbers and regular, classified or other telephone directory listings for the Resort; and (e) remove removal from the ResortManaged Facilities, and discontinue using discontinuation for any purpose, of all FF&E, Operating Supplies, signage and other materials that display any materials licensed pursuant to aspect of the System License Agreement Brand or any distinctive features, images, or designs of the “Xxxxxx’x” brand (except that FF&E containing distinctive features, images or designs that are a feature of the “Xxxxxx’x” brand need not be removed from Brand; and (e) the Resort provided that such featurescessation of use and return to Manager of any Brand related operations manuals, images policy statements and designs can be the like. 16.4.4.2 From and have been covered, removed or obliterated), and make such non-structural alterations consistent with after the continued Operation conclusion of the Resort in its ordinary course Transition Period: (a) Owner shall not, under any circumstance, copy, reproduce, use or retain any of the Proprietary Information and as may be necessary Systems; (b) if Owner shall have failed during the Transition Period to distinguish the Resort so clearly from its former appearance as a “Xxxxxx’x” brand hotel and casino and from Other Managed Resorts as to prevent any use commercially reasonable likelihood of confusion by the public, including such actions as reasonably required in any de-identification checklist provided to Tenant, Landlord, and/or Mortgagee, as applicable. If Tenant, Landlord, and/or Mortgagee, as applicable, fails efforts to remove signage from the Resort Managed Facilities bearing any Trademarks licensed pursuant to the System License Agreement on or prior to the effective date of the terminationBrand, Manager shall have the right, following the effective date of the termination and upon reasonable notice to the Tenant, Landlord, and/or Mortgagee, as applicableat Owner’s expense, to remove and retain all such interior and exterior signage bearing the “Xxxxxx’x” trade name or any Trademarks licensed pursuant to the System License Agreement without any liability to Tenant, Landlord, and/or Mortgagee, as applicable Owner for the cost to restore or repair the Resort Managed Facilities premises or equipment for damage resulting therefrom, subject to Manager acting with reasonable care and using reasonable efforts to minimize damage to the Resort. In addition, upon termination of this Agreement at the end of the Transition Period, neither Manager nor Tenant Managed Facilities; (c) Owner shall not directly or indirectly at hold itself or the Managed Facilities out to the public as being or remaining (or otherwise associated with) any time other Operated Brand Properties, or in any manner use, copy project or retain any Tenant Proprietary Information and Systemsresort managed by Manager or its Affiliates; and (d) Owner shall provide to Manager evidence reasonably satisfactory to Manager of Owner’s compliance with its obligations under this Section 16.4.4.