Representations Regarding Hilton Marks Sample Clauses

Representations Regarding Hilton Marks. Hilton represents that one of the Hilton Control Entities is the owner of the Hilton Marks, and that Hilton has the right (x) to grant a license to Resorts to use the Hilton Marks as set forth in this Agreement and (y) to grant Resorts the other rights provided in this Agreement. Resorts acknowledges, and will not contest, either directly or indirectly, during the License Term or after termination or expiration of this Agreement: (i) Hilton’s (and/or any of the Hilton Control Entities’) ownership of, rights to, or interest in the Hilton Marks, and the Hilton System, or any of their element(s) or component(s), including present and future distinguishing characteristics; (ii) Hilton’s (and/or any of the Hilton Control Entities’) sole right to grant licenses to use all or any element(s) or component(s) of the Hilton Marks or the Hilton System; (iii) that Hilton (and/or the Hilton Control Entities) is the owner of all right, title and interest in and to the Hilton Marks and the Hilton System used in any form and in any design, alone or in any combination, together with the goodwill they symbolize; or (iv) the validity or ownership of the Hilton Marks. Resorts acknowledges that the Hilton Marks have acquired a secondary meaning which indicates that the Hotel is operated by or with Hilton’s approval and subject to Hilton’s quality control standards. All improvements, additions and goodwill to the Hilton System or arising from Resorts’ use of the Hilton Marks will inure to Hilton’s benefit and become Hilton’s property (or the property of the Hilton Control Entities), even if Resorts develops such additions or improvements, provided, however, that the Hilton Entities will not acquire any interest in the Resorts Marks. Resorts agrees that it will not take any action to register any of the Hilton Marks, or any name or marks similar thereto. Resorts acknowledges that Resorts is not entitled to receive any payment or other value from Hilton or any of the Hilton Entities for any goodwill associated with Resorts’ use of the Hilton System or the Hilton Marks, or any element(s) or component(s) thereof. Resorts agrees to take no action inconsistent with either Hilton’s or the Hilton Control Entities’ ownership of and interest in the Hilton Marks and the Hilton System.
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Related to Representations Regarding Hilton Marks

  • Representations Respecting Subadvisor The Manager and the Trust agree that neither the Trust, the Manager, nor affiliated persons of the Trust or the Manager shall, except with the prior permission of the Subadvisor, give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Subadvisor or the Series other than the information or representations contained in the Registration Statement, Prospectus or Statement of Additional Information for the Trust shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Subadvisor. The parties agree that, in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Subadvisor for its approval and the Subadvisor has not commented within five (5) business days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material, although, in such event, the Subadvisor shall not be deemed to have approved of the contents of such sales literature or other promotional material.

  • Representations Respecting Sub-Adviser The Manager agrees that neither the Manager, nor affiliated persons of the Manager, shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust’s shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

  • Representations and Warranties Regarding Individual Mortgage Loans The Seller hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the related Closing Date for such Mortgage Loan:

  • Representations and Warranties Regarding the Master Servicer The Master Servicer represents and warrants to the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans, the Bond Insurer and the Bondholders, as of the Cut-off Date and the Closing Date, that:

  • Licensor Representations LICENSOR represents and warrants, for the benefit of LICENSEE, that:

  • Representations and Warranties Regarding the Contract Files Seller represents and warrants as of the execution and delivery of this Agreement and as of the Closing Date, that:

  • Ratifications Representations and Warranties (a) The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect. Borrower and the Banks agree that the Credit Agreement, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with its terms.

  • The Adviser’s Representations The Adviser represents, warrants and agrees that:

  • Representations and Warranties of Licensor Licensor hereby represents and warrants to Licensee as follows:

  • Financial Institution’s Representations and Warranties The Financial Institution represents and warrants to the Grantor and the Secured Party as follows:

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