Trademarks and Intellectual Property. A. During the Term, the Inn shall be known as a "Residence Inn by Marriott" or a "Marriott Residence Inn," with such alternative identification determined by Manager from time to time as may be necessary to provide local or specific geographic definition to the name of the Inn. However, if the name of the Residence Inn by Marriott system of hotels is changed, Manager will have the right to change the name of the Inn to conform thereto.
B. Owner acknowledges that Manager and its Affiliates are the sole and exclusive owners of all rights, title and interest to the Marriott Trademarks, which shall in all events remain the exclusive property of Manager (or one of its Affiliates). All use of the Marriott Trademarks at or in connection with the Inn, or as otherwise contemplated by this Agreement, shall be made solely by and inure solely to the benefit of Manager and its Affiliates. Nothing in this Agreement shall be construed to grant Owner any right of ownership in or right to use or license others to use the Marriott Trademarks. Except for disclosure to the extent required by applicable Legal Requirements, Owner may not use the Marriott Trademarks without the prior written consent of Manager, which may be withheld in Manager's sole and absolute discretion, in any manner whatsoever, including, without limitation, the following:
1. No reference to Manager, any Affiliate of Manager, or any Marriott Trademark will be made in any prospectus, private placement memorandum, offering circular or offering documentation related thereto (collectively referred to as the "Prospectus"), issued by Owner or by one of Owner's Affiliates or by one or more Mortgagees, which is designed to interest potential investors in debt or equity securities related to the Inn, unless Manager has given its prior written approval to each such reference, which Manager may withhold in its sole and absolute discretion. However, regardless of whether Manager has approved all such references, neither Manager nor any Affiliate of Manager will be deemed a sponsor of the offering described in the Prospectus, nor will it have any responsibility for the Prospectus, and the Prospectus will so state. Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability and damage (including attorneys' fees and expenses, and the cost of Litigation) arising out of any Prospectus or the offering described therein.
2. No reference to Manager, any Affiliate of Manager, or any Marr...
Trademarks and Intellectual Property. The Parties agree that any intellectual property and ancillary rights acquired or developed by the Parties, including trade names, trademarks and web domain names, shall remain the exclusive property of the respective Party.
Trademarks and Intellectual Property. The Parties agree that any intellectual property and ancillary rights acquired or developed by the Parties, including trade names, trademarks and web domain names and as disclosed in Schedule 5, shall remain the exclusive property of the respective Party.
Trademarks and Intellectual Property. 36 11.13 Waiver........................................................................................37 11.14 Partial Invalidity............................................................................37 11.15 Survival......................................................................................38 11.16 Negotiation of Agreement......................................................................38 11.17 Intentionally Deleted.........................................................................38 11.18
Trademarks and Intellectual Property. Seller has full and unrestricted rights to use all trademarks and trade names now used by it in connection with Seller's Business.
Trademarks and Intellectual Property. 12.1 Ownership and Use of GCT Marks. DISTRIBUTOR expressly agrees that ownership and all right, title and interest in and to GCT’s name or any trademark or trade name relating to the Products (collectively, “Marks”) are and shall remain vested solely in GCT; provided, however, that DISTRIBUTOR may use the Marks to the extent and only to such extent necessary to perform DISTRIBUTOR’s duties hereunder. DISTRIBUTOR shall continually use its best efforts to protect GCT’s Marks. DISTRIBUTOR shall promptly notify GCT of any infringement thereof about which it has actual knowledge. DISTRIBUTOR shall not use, directly or indirectly, in whole or in part, GCT’s Marks in connection with any product other than the Products, without the prior written consent of GCT. Upon notice from GCT of its objection to any improper or incorrect use of such Marks, DISTRIBUTOR shall correct or change such usage. DISTRIBUTOR shall indemnify and hold GCT harmless for any and all liability, charges and/or costs of defending against claims arising from improper use by DISTRIBUTOR of such Marks after GCT has in writing objected to DISTRIBUTOR’s use of them.
12.2 Review and Approval of Uses. DISTRIBUTOR must obtain GCT’s prior written approval to use any of GCT’s Marks in any advertising or literature, and must strictly comply with GCT’s instructions regarding their use. Among other things, DISTRIBUTOR will be required to indicate explicitly GCT’s ownership of the Xxxx. At GCT’s request, DISTRIBUTOR will submit to GCT for GCT’s approval specimens or photographs of DISTRIBUTOR’s letterhead, business cards, telephone directory listings, signs and vehicle markings and any other advertising materials in which DISTRIBUTOR indicates an affiliation with GCT or the sale or distribution of the Products. Unless otherwise agreed to in writing by GCT, DISTRIBUTOR shall sell Products only under the Marks affixed thereon or on the packages in which they are delivered, if any, and DISTRIBUTOR shall not have the right to eliminate such Marks or add any other trademark, copyright or patent notice, or trade name thereto. At the expiration or termination of this Agreement, DISTRIBUTOR will immediately discontinue any use of all GCT Marks, as well as any other combination of words, designs, trademarks or trade names that would indicate that DISTRIBUTOR is or was an authorized distributor of the Products. If GCT determines in its sole discretion that DISTRIBUTOR is using the Marks in a manner that disparages, ...
Trademarks and Intellectual Property. Any trademarks, logos, materials and other proprietary information that Supplier may provide to you, or which you have access to as an Supplier representative, may not be used without the prior written permission of Supplier and can only be used in accordance with any guidelines provided by Supplier. If there is any doubt in your mind as to what is proprietary to Supplier or another associated entity or person, consult Supplier or do not post the information.
Trademarks and Intellectual Property. This Agreement does not grant either party a license to, ownership in or the right to use the other party’s trademarks, trade names,service marks, copyrights, patents or other intellectual property.
Trademarks and Intellectual Property. 2.25.1 Subject to the terms of the documents listed in part 2.25.1 of the Schedule, the Acquired Companies own or have the right to use, without any material payment to any other party, all Intellectual Property Assets, and the Acquired Companies are the sole and exclusive owners or valid licensees of all Intellectual Property Assets to the extent necessary to conduct their business without violation of any intellectual property rights of, or agreements with, others and the consummation of the transactions contemplated hereby will not alter or impair such rights in any material respect. No claims are pending against Seller or any Acquired Company, or to the Knowledge of Seller, Threatened against Seller or Pending or Threatened against any other Person with respect to the validity, enforceability or use of any Intellectual Property Assets. Except as shown by part 2.25.1 of the Schedule, as of the Closing Date, all of the Intellectual Property Assets will be free from any liens, Encumbrances or Licenses, except Permitted Liens. The Acquired Companies do not infringe upon or unlawfully or wrongfully use any intellectual property owned or claimed by another, and, to Seller's Knowledge, (i) no present or former employee of the Seller owns or has any financial or other interest in any of the Intellectual Property Assets and (ii) no other party infringes upon or unlawfully uses any Intellectual Property Assets.
2.25.2 All Patents and Trademark and Copyright registrations and applications that are owned by any Acquired Company and that are material to the conduct of the businesses of such Acquired Company as currently conducted (i) are valid, subsisting, in proper form and enforceable, and have been duly maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions and (ii) have not lapsed, expired or been abandoned, nor are they the subject of any opposition, interference, cancellation proceeding or other Proceeding before any Governmental Body.
2.25.3 No Acquired Company has entered into any consent, indemnification, forbearance to xxx, settlement agreement or cross-licensing arrangement with any Person relating to any Intellectual Property Asset or any Intellectual Property Asset licensed by an Acquired Company, or the Intellectual Property Asset of any third party, except as contained in the Licenses listed in Part 2.25.3 of the Schedule.
2.25.4 No Acquired ...
Trademarks and Intellectual Property. Seller owns, or has a contractual right to use, all copyrights, trademarks, trade names, service marks, licenses and other intellectual property rights ("INTELLECTUAL PROPERTY") now used in the Business, including, without limitation, Intellectual Property listed on SCHEDULE 2.1.6 of the Disclosure Schedule. SCHEDULE 2.1.6 of the Disclosure Schedule is an accurate and complete list of all such copyrights, trademarks, trade names, service marks, licenses and other intellectual property rights now used in the Business (or used within the Business in the last five years). Except as set forth in SCHEDULE 5.14, to the best of Seller's knowledge, none of the copyrights, trademarks, trade names, service marks, licenses and other intellectual property rights used by Seller in the Business infringes upon any validly issued or pending trademark, trade name, service mark, copyright of any other person or entity, or, to Seller's knowlexxx, any other material intellectual property right of any other person or entity. A complete and correct list of any interference actions or adverse claims (whether asserted by or against Seller) made or threatened in respect of the copyrights, trademarks, trade names, service marks, licenses and other intellectual property rights during the last three years, is set forth in SCHEDULE 5.14 of the Disclosure Schedule.
