Common use of Service Xxxx Rights Clause in Contracts

Service Xxxx Rights. 7.1.1 In consideration of the Management Fee, Manager and CLC shall procure for the benefit of, and hereby grant to, Owner and the Managed Facilities the non-exclusive right and license to use and otherwise exploit the Service Xxxx Rights in connection with the Operation, promotion and marketing of the Managed Facilities throughout the Term of this Agreement and during the Transition Period. As between Owner and CLC or any CLC assignee that owns any Service Xxxx Right, with respect to such right and license, CLC and/or such assignee shall, during the Term, have the sole and exclusive right to determine the form of presentation of the Service Xxxx Rights in the Operation of the Managed Facilities, including in all uses of the Service Xxxx Rights in marketing, sales, advertising and promotional materials of the Managed Facilities, any goods or services relating to the Managed Facilities and any signage for the Managed Facilities. Subject to the Annual Budget, Manager agrees to procure merchandise bearing the Brand or other Service Xxxx Rights on behalf of the Owner for sale or promotion at the Managed Facilities at customary whole-sale prices for such merchandise. 7.1.2 Notwithstanding that Manager shall use the Service Xxxx Rights in the conduct of the Operations, Owner acknowledges that, as between CLC or any CLC assignee that owns any Service Xxxx Right, on the one hand, and Owner, on the other hand, this use of the Service Xxxx Rights shall not create in Owner’s favor any right, title, or interest in or to any of the Service Xxxx Rights, but all rights of ownership and control of the Service Xxxx Rights shall reside solely with CLC or any CLC assignee that owns such Service Xxxx Right(s). If and to the extent Owner acquires any right, title or interest in or to any of the Service Xxxx Rights, Owner hereby assigns all such right, title and interest therein to such CLC or any CLC assignee that owns any Service Xxxx Right, as directed by CLC. 7.1.3 Owner acknowledges and agrees that the right to use the Service Xxxx Rights in connection with the Managed Facilities (a) excludes any right of Owner to register any trademarks, copyrights or domain names or seek any patents which use any element of the Service Xxxx Rights, such right being reserved exclusively to CLC or any CLC assignee that owns any Service Xxxx Right; (b) excludes any right of Owner to sublicense or subcontract or permit other Persons to use the Service Xxxx Rights (including the production of branded products) without the prior written consent of Manager (except a successor manager of the Managed Facilities during the Transition Period shall be permitted such use), (c) does not permit Owner to use the Brand, the Service Xxxx Rights or any marks, names, indicia or identifiers that are or may be confusingly similar to any element of the Brand or the Service Xxxx Rights in Owner’s corporate name; (d) does not permit Owner to acquire, or represent in any manner that Owner has acquired, in any manner any ownership rights in the Brand or the Service Xxxx Rights or any marks, names, indicia or identifiers that are confusingly similar to the Brand or the Service Xxxx Rights, and (e) does not permit Owner to use the Service Xxxx Rights to incur, secure or guarantee any obligation or indebtedness in such a manner as may, in any way, subject CLC or any CLC assignee that owns such Service Xxxx Right(s) to liability. Further, as between Owner and CLC or any CLC assignee that owns any Service Xxxx Right, any new trademarks, trade dress, slogans, logos, and any other matter capable of serving as a designation of origin for the goods and services provided in connection with the Managed Facilities to the extent incorporating and derived from a Service Xxxx Right shall be owned by CLC or any CLC assignee that owns such Service Xxxx Right, as directed by CLC.

Service Xxxx Rights. 7.1.1 In consideration of the Management Fee, Manager and CLC shall procure for the benefit of, and hereby grant to, of Owner and the Managed Facilities the non-exclusive right and license to use and otherwise exploit the Service Xxxx Rights in connection with the development, Operation, promotion and marketing of the Managed Facilities throughout the Term of this Agreement and during the Transition Period. As between Owner and CLC or any CLC assignee that owns any Service Xxxx Right, Manager with respect to such right and license, CLC and/or such assignee shall, during the Term, Manager shall have the sole and exclusive right to determine the form of presentation of the Service Xxxx Rights in the Operation of the Managed Facilities, including in all uses of the Service Xxxx Rights in marketing, sales, advertising and promotional materials of the Managed Facilities, any goods or services relating to the Managed Facilities and any signage for the Managed Facilities. Subject to the Annual Budget, Manager agrees to procure merchandise bearing the Brand or other Service Xxxx Rights on behalf of the Owner for sale or promotion at the Managed Facilities at customary whole-sale prices for such merchandise. 7.1.2 Notwithstanding that Manager shall use the Service Xxxx Rights in the conduct of the Operations, Owner acknowledges that, as between CLC or any CLC assignee that owns any Service Xxxx Right, on the one hand, Manager and Owner, on the other hand, this use of the Service Xxxx Rights shall not create in Owner’s favor any right, title, or interest in or to any of the Service Xxxx Rights, but all rights of ownership and control of the Service Xxxx Rights shall reside solely with CLC or any CLC assignee such Affiliate of Manager that owns such Service Xxxx Right(s)Rights. If and to the extent Owner acquires any right, title or interest in or to any of the Service Xxxx Rights, Owner hereby assigns all such right, title and interest therein to such CLC or any CLC assignee that owns any Service Xxxx Right, as directed by CLCAffiliate of Manager. 7.1.3 Owner acknowledges and agrees that the right to use the Service Xxxx Rights in connection with the Managed Facilities (a) excludes any right of Owner to register any trademarks, copyrights copyrights, or domain names names, or seek any patents patents, which use any element elements of the Service Xxxx Rights, such right being reserved exclusively to CLC or any CLC assignee that owns any Service Xxxx RightManager and its Affiliates; (b) excludes any right of Owner to sublicense sub-license or subcontract sub-contract or permit other Persons to use the Service Xxxx Rights (including the production of branded productsgoods) without the prior written consent of Manager (except a successor manager of the Managed Facilities during the Transition Period shall be permitted such use), Manager; (c) does not permit Owner to use the Brand, the Service Xxxx Rights Brand or any marks, names, indicia or identifiers that are or may be confusingly similar to any element of the Brand or the Service Xxxx Rights in Owner’s corporate name; (d) does not permit Owner to acquire, or represent in any manner that Owner has acquired, in any manner any ownership rights in the Brand or the Service Xxxx Rights or any marks, names, indicia or identifiers that are confusingly similar to the Brand or the Service Xxxx Rightselement thereof, and (e) does not permit Owner to use the Service Xxxx Rights to incur, secure or guarantee any obligation or indebtedness in such a manner as may, in any way, subject CLC Manager or any CLC assignee such Affiliate of Manager that owns such Service Xxxx Right(s) Rights to liability. Further, as between Owner and CLC or any CLC assignee that owns any Service Xxxx RightManager, any new trademarks, trade dress, slogans, logos, and any other matter capable of serving as a designation of origin for the goods and services provided in connection with the Managed Facilities to the extent incorporating that incorporate and are derived from a the Service Xxxx Right Rights shall be owned by CLC Manager or its Affiliates; provided, however, that in connection with any CLC assignee that owns sale of the Managed Facilities, Manager shall, at its option, either (i) assign (or cause its relevant Affiliates to assign) all of its right, title and interest in the Owner Marks to Owner, whereupon such Service Xxxx RightOwner Marks shall be deemed owned by the Managed Facilities, as directed by CLCor (ii) have and retain full ownership of the Owner Marks and grant (or cause its relevant Affiliates to grant) a non-exclusive, royalty free transferrable license to Owner to use and otherwise exploit the Owner Marks.

Service Xxxx Rights. 7.1.1 In consideration of the Management Fee, Manager and CLC shall procure for the benefit of, and hereby grant to, Owner and the Managed Facilities the non-exclusive right and license to use and otherwise exploit the Service Xxxx Rights in connection with the Operation, promotion and marketing of the Managed Facilities throughout the Term of this Agreement and during the Transition Period. As between Owner and CLC or any CLC assignee that owns any Service Xxxx Right, with respect to such right and license, CLC and/or such assignee shall, during the Term, have the sole and exclusive right to determine the form of presentation of the Service Xxxx Rights in the Operation of the Managed Facilities, including in all uses of the Service Xxxx Rights in marketing, sales, advertising and promotional materials of the Managed Facilities, any goods or services relating to the Managed Facilities and any signage for the Managed Facilities. Subject to the Annual Budget, Manager agrees to procure merchandise bearing the Brand or other the Service Xxxx Rights on behalf of the Owner for sale or promotion at the Managed Facilities at customary whole-sale prices for such merchandise. 7.1.2 Notwithstanding that Manager shall use the Service Xxxx Rights in the conduct of the Operations, Owner acknowledges that, as between CLC or any CLC assignee that owns any Service Xxxx Right, on the one hand, and Owner, on the other hand, this use of the Service Xxxx Rights shall not create in Owner’s favor any right, title, or interest in or to any of the Service Xxxx Rights, but all rights of ownership and control of the Service Xxxx Rights shall reside solely with CLC or any CLC assignee that owns such Service Xxxx Right(s). If and to the extent Owner acquires any right, title or interest in or to any of the Service Xxxx Rights, Owner hereby assigns all such right, title and interest therein to such CLC or any CLC assignee that owns any Service Xxxx Right, as directed by CLC. 7.1.3 Owner acknowledges and agrees that the right to use the Service Xxxx Rights in connection with the Managed Facilities (a) excludes any right of Owner to register any trademarks, copyrights or domain names or seek any patents which use any element of the Service Xxxx Rights, such right being reserved exclusively to CLC or any CLC assignee that owns any Service Xxxx Right; (b) excludes any right of Owner to sublicense or subcontract or permit other Persons to use the Service Xxxx Rights (including the production of branded products) without the prior written consent of Manager (except a successor manager of the Managed Facilities during the Transition Period shall be permitted such use), (c) does not permit Owner to use the Brand, the Service Xxxx Rights or any marks, names, indicia or identifiers that are or may be confusingly similar to any element of the Brand or the Service Xxxx Rights in Owner’s corporate name; (d) does not permit Owner to acquire, or represent in any manner that Owner has acquired, in any manner any ownership rights in the Brand or the Service Xxxx Rights or any marks, names, indicia or identifiers that are confusingly similar to the Brand or the Service Xxxx Rights, and (e) does not permit Owner to use the Service Xxxx Rights to incur, secure or guarantee any obligation or indebtedness in such a manner as may, in any way, subject CLC or any CLC assignee that owns such Service Xxxx Right(s) to liability. Further, as between Owner and CLC or any CLC assignee that owns any Service Xxxx Right, any new trademarks, trade dress, slogans, logos, and any other matter capable of serving as a designation of origin for the goods and services provided in connection with the Managed Facilities to the extent incorporating and derived from a Service Xxxx Right shall be owned by CLC or any CLC assignee that owns such Service Xxxx Right, as directed by CLC.

Service Xxxx Rights. 7.1.1 In consideration of the Management Fee, Manager and CLC shall procure for the benefit of, and hereby grant to, Owner and the Managed Facilities the non-exclusive right and license to use and otherwise exploit the Service Xxxx Rights in connection with the Operation, promotion and marketing of the Managed Facilities throughout the Term of this Agreement and during the Transition Period. As between Owner and CLC or any CLC assignee that owns any Service Xxxx Right, with respect to such right and license, CLC and/or such assignee shall, during the Term, have the sole and exclusive right to determine the form of presentation of the Service Xxxx Rights in the Operation of the Managed Facilities, including in all uses of the Service Xxxx Rights in marketing, sales, advertising and promotional materials of the Managed Facilities, any goods or services relating to the Managed Facilities and any signage for the Managed Facilities. Subject to the Annual Budget, Manager agrees to procure merchandise bearing the Brand or other the Service Xxxx Rights on behalf of the Owner for sale or promotion at the Managed Facilities at customary whole-sale prices for such merchandise. 7.1.2 Notwithstanding that Manager shall use the Service Xxxx Rights in the conduct of the Operations, Owner acknowledges that, as between CLC or any CLC assignee that owns any Service Xxxx Right, on the one hand, and Owner, on the other hand, this use of the Service Xxxx Rights shall not create in Owner’s favor any right, title, or interest in or to any of the Service Xxxx Rights, but all rights of ownership and control of the Service Xxxx Rights shall reside solely with CLC or any CLC assignee that owns such Service Xxxx Right(s). If and to the extent Owner acquires any right, title or interest in or to any of the Service Xxxx Rights, Owner hereby assigns all such right, title and interest therein to such CLC or any CLC assignee that owns any Service Xxxx Right, as directed by CLC. 7.1.3 Owner acknowledges and agrees that the right to use the Service Xxxx Rights in connection with the Managed Facilities (a) excludes any right of Owner to register any trademarks, copyrights or domain names or seek any patents which use any element of the Service Xxxx Rights, such right being reserved exclusively to CLC or any CLC assignee that owns any Service Xxxx Right; (b) excludes any right of Owner to sublicense or subcontract or permit other Persons to use the Service Xxxx Rights (including the production of branded products) without the prior written consent of Manager (except a successor manager of the Managed Facilities during the Transition Period shall be permitted such use), (c) does not permit Owner to use the Brand, the Service Xxxx Rights or any marks, names, indicia or identifiers that are or may be confusingly similar to any element of the Brand or the Service Xxxx Rights in Owner’s corporate name; (d) does not permit Owner to acquire, or represent in any manner that Owner has acquired, in any manner any ownership rights in the Brand or the Service Xxxx Rights or any marks, names, indicia or identifiers that are confusingly similar to the Brand or the Service Xxxx Rights, and (e) does not permit Owner to use the Service Xxxx Rights to incur, secure or guarantee any obligation or indebtedness in such a manner as may, in any way, subject CLC or any CLC assignee that owns such Service Xxxx Right(s) to liability. Further, as between Owner and CLC or any CLC assignee that owns any Service Xxxx Right, any new trademarks, trade dress, slogans, logos, and any other matter capable of serving as a designation of origin for the goods and services provided in connection with the Managed Facilities to the extent incorporating and derived from a Service Xxxx Right shall be owned by CLC or any CLC assignee that owns such Service Xxxx Right, as directed by CLC.;