Starwood’s and Vistana’s Representations and Responsibility Regarding the Licensed Marks Sample Clauses

Starwood’s and Vistana’s Representations and Responsibility Regarding the Licensed Marks. A. Starwood represents and warrants to Vistana that (i) the registrations and applications set forth in Exhibit G have been issued or filed, (ii) Starwood or one of its Affiliates owns such registrations and applications and (iii) Starwood and its Affiliates have taken reasonable steps to prosecute and maintain such registrations and applications. In the case of any pending applications, Vistana acknowledges that such applications are not officially registered as a trademark or service xxxx in the jurisdictions where the applications are pending, and may be subject to administrative proceedings. Starwood will take or will cause to be taken reasonable steps to prosecute and maintain the registrations and applications that are issued or filed for the Licensed Marks; provided that Starwood will not be required to maintain any particular registration or application for the Licensed Marks that Starwood determines cannot or should not be maintained, and Starwood will not be required to take action against any third party trademark, name or other identifier that Starwood determines cannot or should not be challenged.
AutoNDA by SimpleDocs

Related to Starwood’s and Vistana’s Representations and Responsibility Regarding the Licensed Marks

  • REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP The Operating Partnership hereby represents and warrants to the Contributor as follows:

  • The Company’s Representations and Warranties (a) The Company represents and warrants to the Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.

  • Limitations of Sub-Adviser’s Responsibility Except as expressly set forth in this Agreement, the Sub-Adviser shall not be responsible for aspects of the Fund’s investment program other than the management of the Allocated Portion in accordance with the Strategy.

  • Licensee’s Representations and Warranties LICENSEE represents and warrants that:

  • Licensor’s Representations and Warranties Licensor represents and warrants to Licensee that:

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

  • Employee’s Representations and Warranties Employee represents, warrants, covenants, understands and agrees that: (i) Employee is free to enter into this Agreement; (ii) Employee is not obligated or a party to any engagement, commitment or agreement with any person or entity that will, does or could conflict with or interfere with Employee's full and faithful performance of this Agreement, nor does Employee have any commitment, engagement or agreement of any kind requiring Employee to render services or preventing or restricting Employee from rendering services or respecting the disposition of any rights or assets that Employee has or may hereafter acquire or create in connection with the Services and the results thereof; (iii) other than as required by law, Employee shall not at any time divulge, directly or indirectly, any of the terms of this Agreement to any person or entity other than Employee's legal counsel; (iv) Employee shall not use any material or content of any kind in connection with Employer's products, software or website that is copyrighted or owned or licensed by a party other than Employer or that would or could infringe the rights of any other party; (v) Employee shall not use in the course of Employee's performance under this Agreement, and shall not disclose to Employer, any confidential information belonging, in part or in whole, to any third party; (vi) EMPLOYEE UNDERSTANDS ALL OF THE TERMS OF THIS "AT WILL" EMPLOYMENT AGREEMENT, AND HAS REVIEWED THIS AGREEMENT FULLY AND IN DETAIL PRIOR TO AGREEING TO EACH AND ALL OF THE PROVISIONS HEREOF; and (vii) no statement, representation, promise, or inducement has been made to Employee, in connection with the terms of this Agreement, the execution hereof or otherwise, except as is expressly set forth in this Agreement.

  • The Company’s Representations The Company represents and warrants that it is free to enter into this Agreement and to perform each of the terms and covenants of it. The Company represents and warrants that it is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, and that its execution and performance of this Agreement is not a violation or breach of any other agreement between the Company and any other person or entity. The Company represents and warrants that this Agreement is a legal, valid and binding agreement of the Company, enforceable in accordance with its terms.

  • THE COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS The Company hereby acknowledges, agrees with and represents, warrants and covenants to the Subscriber, as follows:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, represent and warrant to, and covenant with, each Underwriter as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.