Special Provisions Arising from the Merger Sample Clauses

Special Provisions Arising from the Merger. The Parties will cooperate with respect to the creation and launching of any new “brand(s)” related to Licensee’s Vacation Ownership Business using the “Hilton [X] Vacation(s) Club” construct. Licensor agrees to the use of (a) “Hilton Club” and “Hilton Grand Vacation(s) Club” for the existing HGV brands and (b) “Hilton Vacation(s) Club” branding for the HGV/Diamond Club product and New Brand properties. And Licensee agrees that, whenever it uses the words “Hilton Club,” it shall be in combination with such words as to clearly indicate its use in connection or association with Hilton Grand Vacations and the Licensed Vacation Ownership Business (e.g., [XX] Hilton Club by Hilton Grand Vacations, etc.); provided, that, for the first two years following the Closing, Licensee will do so only to the extent it is feasible and practicable.
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Special Provisions Arising from the Merger. With respect to the acquisition of the Diamond Business and Diamond Properties, it is the intent of Licensee to Integrate such business and properties into its business and convert certain Diamond Properties into Licensed Vacation Ownership Properties in accordance with Section 5.2(d) of this Agreement. Accordingly, the Parties agree to the following: (a) Licensee will continue to use the Licensed Marks, including the name “Hilton Grand Vacations,” as its primary brand (including, without limitation, in all advertising, marketing, and consumer facing channels and means (including within Licensed System and its corporate marketing channels) for its existing and any new “brands”; (b) At Licensee’s request, the Parties will cooperate with respect to the creation and launching of any new “brand(s)” related to Licensee’s Vacation Ownership Business that uses the Licensed Marks (including New Licensed Marks) using such new name or construction to be determined in accordance with Schedule 5.10(b), with Licensor agreeing to maintain and renew all such New Licensed Marks in accordance with Article XIII of this Agreement, and Licensor agrees to the use by Licensee of such names as set forth in Schedule 5.10(b). Any such new brand name, marketing name and/or naming conventions shall be reflected in an amendment to this Agreement, amendment to Schedule 5.10(b) of this Agreement, and/or a separate letter agreement between the Parties. (c) Any Major Brand names developed by Licensee will become New Licensed Marks and Licensor and its Affiliates will be the sole owner of all such New Licensed Marks in accordance with Article XIII of this Agreement even if such new name does not include the then-existing Hilton Marks. Further, Licensor shall continue to have the sole right to approve any such new names to be used by Licensee in connection with the New Brand Offering or otherwise. Licensor continues to reserve for its exclusive use the “Hilton,” except as set forth herein, and “Hilton Honors” names. Notwithstanding the foregoing, with respect to new brand names created by Licensee that are used exclusively in connection with Separate Operations and do not include or incorporate the Hilton Marks, Licensor will not be the owner of such brand names and will not have the right to approve such new brand names.
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Special Provisions Arising from the Merger. With respect to the acquisition of the Diamond Business and Diamond Properties, it is the intent of Licensee to Integrate such business and properties into its business and convert certain Diamond Properties into Licensed Vacation Ownership Properties in accordance with Section 5.2(d) of this Agreement. Accordingly, the Parties agree to the following: (a) Licensee will continue to use the Licensed Marks, including the name “Hilton Grand Vacations,” as its primary brand (including, without limitation, in all advertising, marketing, and consumer facing channels and means (including within Licensed System and its corporate marketing channels) for its existing and any new “brands”; (b) At Licensee’s request, the Parties will cooperate with respect to the creation and launching of any new “brand(s)” related to Licensee’s Vacation Ownership Business that uses the Licensed Marks (including New Licensed Marks) using such new name or construction to be determined in accordance with Schedule 5.10(b), with Licensor agreeing to maintain and renew all such New Licensed Marks in accordance with Article XIII of this Agreement, and Licensor agrees to the use by Licensee of such names as set forth in Schedule 5.10(b). Any such new brand name, marketing name and/or naming conventions shall be reflected in an amendment to this Agreement, amendment to Schedule 5.10(b) of this Agreement, and/or a separate letter agreement between the Parties.
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Related to Special Provisions Arising from the Merger

  • Special Provisions Check if Required ✔ If checked, the Supplemental State Terms and attached hereto as Exhibit “G” are hereby incorporated by reference into this DPA in their entirety. ✔ If checked, the Provider, has signed Exhibit “E” to the Standard Clauses, otherwise known as General Offer of Privacy Terms

  • SPECIAL PROVISION The failure of the COUNTY to insist upon the strict performance of any provision of this Agreement or to exercise any right based upon breach thereof or the acceptance of any performance during such breach shall not constitute a waiver of any right under this Agreement.

  • Special Provisions Relating to the Holders of Subordinated Units (a) Except with respect to the right to vote on or approve matters requiring the vote or approval of a percentage of the holders of Outstanding Common Units and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units, the holder of a Subordinated Unit shall have all of the rights and obligations of a Unitholder holding Common Units hereunder; provided, however, that immediately upon the conversion of Subordinated Units into Common Units pursuant to Section 5.7, the Unitholder holding a Subordinated Unit shall possess all of the rights and obligations of a Unitholder holding Common Units hereunder with respect to such converted Subordinated Units, including the right to vote as a Common Unitholder and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units; provided, however, that such converted Subordinated Units shall remain subject to the provisions of Sections 5.5(c)(ii), 6.1(d)(x)(A), 6.7(b) and 6.7(c). (b) A Unitholder shall not be permitted to transfer a Subordinated Unit or a Subordinated Unit that has converted into a Common Unit pursuant to Section 5.7 (other than a transfer to an Affiliate) if the remaining balance in the transferring Unitholder’s Capital Account with respect to the retained Subordinated Units or Retained Converted Subordinated Units would be negative after giving effect to the allocation under Section 5.5(c)(ii)(B). (c) The holder of a Common Unit that has resulted from the conversion of a Subordinated Unit pursuant to Section 5.7 or Section 11.4 shall not be issued a Common Unit Certificate pursuant to Section 4.1 (if the Common Units are represented by Certificates) and shall not be permitted to transfer such Common Unit to a Person that is not an Affiliate of the holder until such time as the General Partner determines, based on advice of counsel, that each such Common Unit should have, as a substantive matter, like intrinsic economic and federal income tax characteristics, in all material respects, to the intrinsic economic and federal income tax characteristics of an Initial Common Unit. In connection with the condition imposed by this Section 6.7(c), the General Partner may take whatever steps are required to provide economic uniformity to such Common Units in preparation for a transfer of such Common Units, including the application of Sections 5.5(c)(ii), 6.1(d)(x) and 6.7(b); provided, however, that no such steps may be taken that would have a material adverse effect on the Unitholders holding Common Units.

  • Special Provisions for Affected Systems For the re-payment of amounts advanced to Affected System Operator for System Upgrade Facilities or System Deliverability Upgrades, the Developer and Affected System Operator shall enter into an agreement that provides for such re-payment, but only if responsibility for the cost of such System Upgrade Facilities or System Deliverability Upgrades is not to be allocated in accordance with Attachment S to the ISO OATT. The agreement shall specify the terms governing payments to be made by the Developer to the Affected System Operator as well as the re-payment by the Affected System Operator.

  • GENERAL PROVISIONS AND RECITALS 12 1. The parties agree that the terms used, but not otherwise defined below in Paragraph B, shall 13 have the same meaning given to such terms under the Health Insurance Portability and Accountability Act 14 of 1996, Public Law 104-191 (“HIPAA”), the Health Information Technology for Economic and Clinical 15 Health Act, Public Law 111-005 (“the HITECH Act”), and their implementing regulations at 45 CFR Parts 16 160 and 164 (“the HIPAA regulations”) as they may exist now or be hereafter amended. 17 2. The parties agree that a business associate relationship under HIPAA, the HITECH Act, and 18 the HIPAA regulations between CONTRACTOR and COUNTY arises to the extent that CONTRACTOR 19 performs, or delegates to subcontractors to perform, functionsor activities on behalf of COUNTY pursuant 20 to, and as set forth in, the Contract that are described in the definition of “Business Associate” in 45 CFR 21 § 160.103. 22 3. COUNTY wishes to disclose to CONTRACTOR certain information pursuant to the terms of 23 the Contract, some of which may constitute Protected Health Information (“PHI”), as defined below in 24 Subparagraph B.10, to be used or disclosed in the course of providing services and activities pursuant to, 25 and as set forth, in the Contract. 26 4. The parties intend to protect the privacy and provide for the security of PHI that may be 27 created, received, maintained, transmitted, used, or disclosed pursuant to the Contract in compliance with 28 the applicable standards, implementation specifications, and requirements of HIPAA, the HITECH Act, 29 and the HIPAA regulations as they may exist now or be hereafter amended. 30 5. The parties understand and acknowledge that HIPAA, the HITECH Act, and the HIPAA 31 regulations do not pre-empt any state statutes, rules, or regulations that are not otherwise pre-empted by 32 other Federal law(s) and impose more stringent requirements with respect to privacy of PHI. 33 6. The parties understand that the HIPAA Privacy and Security rules, as defined below in 34 Subparagraphs B.9. and B.14., apply to CONTRACTOR in the same manner as they apply to a covered 35 entity (COUNTY). XXXXXXXXXX agrees therefore to be in compliance at all times with the terms of 36 this Business Associate Contract, as it exists now or be hereafter updated with notice to CONTRACTOR, 37 and the applicable standards, implementation specifications, and requirements of the Privacy and the 1 Security rules, as they may exist now or be hereafter amended, with respect to PHI and electronic PHI 2 created, received, maintained, transmitted, used, or disclosed pursuant to the Contract.

  • Successor Trustee by Consolidation, Merger or Conversion If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section 7.10 hereof, the successor corporation without any further act shall be the successor Trustee.

  • Initial Provisions Establishment of a Free Trade Area

  • Special Provisions Applicable to LIBOR Rate (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (A) require such Lender to furnish to Borrowers a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (B) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under Section 2.12(b)(ii)). (ii) In the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, and (z) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so.

  • Special Provisions Relating to the Holders of Incentive Distribution Rights Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (a) shall (i) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Articles III and VII and (ii) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (b) shall not (i) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, (ii) be entitled to any distributions other than as provided in Sections 6.4(a)(v), (vi) and (vii), 6.4(b)(iii), (iv) and (v), and 12.4 or (iii) be allocated items of income, gain, loss or deduction other than as specified in this Article VI.

  • Financial Provisions 7.1 You are responsible for: (a) the setup of the Merchant Account with the Merchant Acquiring Bank and the bank’s processor; and (b) any and all set up and Bank Charges and other charges associated with the Merchant Account. 7.2 NCR Voyix cannot guarantee that the chosen Merchant Acquiring Bank can accept Transactions via the EMV PSP Service. NCR Voyix reserves the right to charge you an additional development fee to cover costs in the event that the Merchant Acquiring Bank requires NCR Voyix or its third-party suppliers to complete an accreditation procedure with respect to the EMV PSP Service or the Terminal.

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