Representations Regarding Resorts Marks Sample Clauses

Representations Regarding Resorts Marks. Upon electing to license a Resorts Xxxx hereunder, Resorts will be deemed to represent that one of the Resorts Entities is the owner of such Resorts xxxx, and that Resorts has the right to grant a license to Hilton a license to use such Resorts Xxxx as set forth in this Agreement. Hilton acknowledges, and will not contest, either directly or indirectly, during the License Term or after termination or expiration of this Agreement: (i) Resorts’ (and/or any of the Resorts Entities’) ownership of, rights to, or interest in the Resorts Marks; (ii) Resorts’ (and/or any of the Resorts Entities); sole right to grant licenses to use all or any of the Resorts Marks; (iii) that Resorts (and/or the Resorts Entities) is the owner of all right, title and interest in and to the Resorts Marks, used in any form and in any design, alone or in any combination, together with the goodwill they symbolize; or (iv) the validity and ownership of the Resorts Marks. Hilton acknowledges that the Resorts Marks have acquired a secondary meaning which indicates that the properties associated therewith are operated by or with the approval of Resorts or the Resorts Entities and subject to Resorts’ (or any of the Resorts Entities’) quality control standards. All improvements, additions and goodwill arising from the use of the Resorts Marks by Hilton or the Hilton Entities will inure to Resorts’ benefits and become Resorts’ property (or the property of the Resorts Entities), even if Hilton or any Hilton Entity develops any such additions or improvements; provided, however, that the Resorts Entities will not acquire any interest in the Hilton Marks. Hilton agrees that it will not take any action to register any of the Resorts Marks, or any name or marks similar thereto. Hilton acknowledges that neither Hilton nor any other Hilton Entity is entitled to receive any payment or other value from Resorts or any of the Resorts Entities for any goodwill associated with Hilton’s use of the Resorts Marks. Hilton agrees, for itself and all the Hilton Entities, to take no action inconsistent with either Resorts’ or the Resorts Entities’ ownership of and interest in the Resorts Marks.
Sample 1
AutoNDA by SimpleDocs

Related to Representations Regarding Resorts Marks

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Vendor Logo (Supplemental Vendor Information Only) No response Optional. If Vendor desires that their logo be displayed on their public TIPS profile for TIPS and TIPS Member viewing, Vendor may upload that logo at this location. These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only. Some participating public entities are required to seek Disadvantaged/Minority/Women Business & Federal HUBZone ("D/M/WBE/Federal HUBZone") vendors. Does Vendor certify that their entity is a D/M/WBE/Federal HUBZone vendor? If you respond "Yes," you must upload current certification proof in the appropriate "Response Attachments" location. NO Some participating public entities are required to seek Historically Underutilized Business (HUB) vendors as defined by the Texas Comptroller of Public Accounts Statewide HUB Program. Does Vendor certify that their entity is a HUB vendor? If you respond "Yes," you must upload current certification proof in the appropriate "Response Attachments" location. No Can the Vendor provide its proposed goods and services to all 50 US States? Yes

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

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

  • 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, in the case of the Initial Contracts, and as of the applicable Subsequent Transfer Date, in the case of Subsequent Contracts, that:

  • Certain Additional Actions Regarding Intellectual Property If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

  • Representations and Warranties of Customer The Customer represents and warrants to the Transfer Agent that:

  • Company’s Representations, Warranties and Agreements To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

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

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!