Common use of Transfers by Licensee Clause in Contracts

Transfers by Licensee. A. Except as otherwise expressly provided herein, Licensee may not assign this Agreement or assign or sublicense any of its rights hereunder, or delegate any of its duties under this Agreement, or sell, transfer or dispose of all or substantially all of its assets relating to the MVW Xxxx-Xxxxxxx Business, or merge or consolidate with any other entity in which Licensee is not the surviving entity, or engage in a transaction or series of related transactions that result in a Change in Control without Licensor’s prior written consent which it may grant or withhold in its sole discretion. Any such Transfer will be a material default under this Agreement, and Licensor shall be entitled to enjoin or obtain a court order prohibiting such Transfer without posting a bond. Licensee shall not make any Transfer to a Specially Designated National or Blocked Person; provided, however, that so long as the Ownership Interests in Licensee are publicly-traded on a U.S., nationally-recognized securities exchange, the purchase of publicly-traded Ownership Interests in Licensee by a Specially Designated National or Blocked Person shall not be deemed to be a violation of this sentence. If a Specially Designated National or Blocked Person acquires a Controlling Interest in Licensee, Licensor shall have the right to terminate this Agreement immediately upon notice to Licensee. B. Licensee will have the right to propose bulk sales of inventory of interests in Xxxx-Xxxxxxx Destination Club Units and Xxxx-Xxxxxxx Residential Units, provided that, if the purchaser of such inventory of interests wishes to use the Licensed Marks in connection with the re-sale of such interests, the following conditions must be met: (i) the proposed purchaser is not a Lodging Competitor; (ii) Licensee has obtained Licensor’s prior written approval of the proposed purchaser after having received all information reasonably requested by Licensor that Licensor requires in order to determine if the proposed purchaser meets Licensor’s qualifications; and (iii) Licensor and the proposed purchaser have negotiated and entered into a license agreement in form and substance acceptable to Licensor covering such interests.

Transfers by Licensee. A. (a) Except as otherwise expressly provided herein, Licensee may not not, directly or indirectly, (x) Transfer or assign this Agreement or transfer, assign or sublicense any of its rights hereunder, or delegate any of its duties under this Agreement, or sellTransfer, transfer sell or dispose of all or substantially all of its assets relating to the MVW Xxxx-Xxxxxxx Licensed Business, or merge or consolidate with any other entity in which Licensee is not the surviving entity, or (y) engage in a transaction or series of related transactions that result in a Change in Control of Parent or Licensee (including, without limitation, arising out of the enforcement of a pledge of or security interest in Ownership Interests), without Licensor’s prior written consent which it may grant or withhold in its sole discretion. Notwithstanding the foregoing to the contrary, Licensor’s consent shall not be required for a Change in Control of Parent if Parent, on the date of the transaction that results in a Change in Control of Parent, (A) is a publicly traded company or (B) is not a publicly traded company, and the earnings from the Licensed Business comprise not more than 90% of Parent’s EBITDA (as demonstrated in Parent’s latest audited consolidated financial statements which shall be delivered to Licensor concurrently with any Change in Control of Parent); provided that the following conditions are satisfied as of the date of the transaction or series of transactions that result in a Change in Control of Parent: (i) There is no uncured event of default under Section 17.2 of this Agreement; (ii) Licensee has paid to Licensor all outstanding Royalty Fees, charges, costs and expenses due and owing (and not subject to good faith Dispute) pursuant to this Agreement, the other Transaction Agreements and any other ancillary agreement between Licensor and Licensee, its Permitted Affiliates or Permitted Sublicensees; (iii) The Change in Control of the Parent will not otherwise result in a violation of this Agreement; and (iv) The Person or Persons who have acquired a Controlling Interest in Licensee as a result of the Change in Control of Parent (A) is not a Lodging Competitor or a Licensor SOI Competitor (or a Person who holds a Controlling Interest in a Lodging Competitor or Licensor SOI Competitor), (B) is not a Specially Designated National or Blocked Person nor is any of its Affiliates, (C) is not known in the community as being of bad moral character, (D) has not been convicted in any court of a felony or other criminal offense that resulted in imprisonment for one (1) year or more or a fine or penalty of two million dollars ($2,000,000) (as adjusted annually after the Effective Date by the CPI Index) or more (or is in control of or controlled by Persons who have been convicted in any court of felonies or such offenses), and (E) has the adequate financial resources and liquidity to meet Licensee’s obligations under this Agreement and maintain and operate the Licensed Business. Notwithstanding the foregoing to the contrary, if Parent is not a publicly traded company and the earnings from the Licensed Business comprise more than 90% of Parent’s EBITDA (as demonstrated in Parent’s latest audited consolidated financial statements which shall be delivered to Licensor concurrently with any Change in Control of Parent) on the date of the transaction that results in a Change in Control of Parent, then such transaction shall require Licensor’s consent, which consent shall not be unreasonably withheld, conditioned, delayed or denied, provided that the conditions set forth in subsections (i) through (iv) are satisfied as of the date of the transaction or series of transactions that result in a Change in Control of Parent. (b) Except as otherwise expressly provided herein, Licensee may not, directly or indirectly, engage in a transaction or series of related transactions pursuant to which a Lodging Competitor or a Licensor SOI Competitor (or a Person who holds a Controlling Interest in a Lodging Competitor or Licensor SOI Competitor) acquires a Non-Controlling Interest or Controlling Interest in Parent or Licensee or is the acquiring party in a transaction described in Section 16.1(a) above, whether or not such transaction results in a Change in Control of Parent or Licensee, without Licensor’s prior written consent which it may grant or withhold in its sole discretion. Notwithstanding the foregoing to the contrary, no consent shall be required for a Transfer of a Non-Controlling Interest in Parent to a Lodging Competitor or a Licensor SOI Competitor (or a Person who holds a Controlling Interest in a Lodging Competitor or a Licensor SOI Competitor), provided that the following conditions are met as of the date of the transaction or series of transactions: (i) the transferee does not exercise Control or direct the day-to-day operations, management, marketing, development or strategic planning for the Licensed Business; and (ii) Licensee institutes and maintains controls reasonably designed to prevent any individuals associated with such transferee who are involved in the operations, management, marketing, development or strategic planning for a Lodging Competitor or Licensor SOI Competitor from obtaining any Licensor Confidential Information. (c) Neither Parent nor Licensee shall make any Transfer to a Specially Designated National or Blocked Person; provided, however, that so long as the Ownership Interests in Parent are publicly-traded on a U.S. nationally-recognized securities exchange, the purchase of publicly-traded Ownership Interests shall not be deemed to be a violation of this Section 16.1(c). If a Specially Designated National or Blocked Person acquires a Controlling Interest in Parent or Licensee, Licensor shall have the right to terminate this Agreement immediately upon notice to Licensee. (d) Any such Transfer made in violation of this Section 16.1 will be a material default under this Agreement, and Licensor shall be entitled to enjoin or obtain a court order prohibiting such Transfer without posting a bond. Licensee shall not make any Transfer Notwithstanding the foregoing to the contrary, in the event of a Specially Designated National or Blocked Person; providedChange in Control of Parent in violation of this Section 16.1, however, that so long as the Ownership Interests in Licensee are publicly-traded on a U.S., nationally-recognized securities exchange, the purchase of publicly-traded Ownership Interests in Licensee by a Specially Designated National or Blocked Person Licensor shall not be deemed entitled to enjoin or obtain a court order prohibiting such Transfer. Without such right to enjoin or obtain such court order, Licensee acknowledges and confirms that Licensor will suffer substantial damages as a result of such a default of this Section 16.1. Some of those damages include lost Royalty Fees, lost goodwill, lost opportunity costs and expenses that Licensor will incur in redeveloping the Licensed Business or finding another licensee to develop the Licensed Business. Licensor and Licensee acknowledge that such damages are difficult to estimate accurately and proof of such damages would be burdensome and costly, although such damages are real and meaningful to Licensor. Therefore, the parties agree that, in lieu of a right to enjoin or obtain a court order prohibiting a Change in Control of Parent in violation of this sentence. If a Specially Designated National or Blocked Person acquires a Controlling Interest in LicenseeSection 16.1, Licensor shall have the right to elect one of the following remedies (and, upon election, as Licensor’s sole and exclusive remedy with respect thereto), upon written notice to Licensee following Licensee’s failure to unwind such Transfer in accordance with Section 17.2(a)(viii) of this Agreement: (i) terminate this Agreement and require Licensee to pay to Licensor the termination fee described in Section 16.1(e) below; (ii) suspend this Agreement and require Licensee to pay to Licensor an amount equal to ten million dollars ($10,000,000) (as adjusted annually after the Effective Date by the CPI Index); provided, however, for a “tail” period of ten (10) years after the date of termination, this Agreement shall continue in full force and effect solely with respect to the then-existing Licensed Shared Ownership Projects, Affiliated Unbranded Shared Ownership Projects and Licensed Residential Projects (including any New Projects under development as contemplated in (B) below) in the Territory; provided, further, that, during such tail period, Licensor may elect to (A) terminate the Exclusivity Period, at which time the exclusivity granted in Section 2.2 and the restrictions and limitations on Licensor and its Affiliates in Section 2.3 shall immediately upon notice cease and be of no further force or effect as of the first day of the tail period; (B) terminate Licensee’s right to Licensee. B. propose New Projects (including Affiliated Unbranded Shared Ownership Projects), but Licensee will have the right to propose bulk sales continue and complete the development of inventory any New Projects that have been approved by Licensor pursuant to this Agreement prior to the commencement of interests the tail period; and/or (C) terminate or limit any of Licensor’s obligations under Section 2.6(b), Section 5.4 and/or Section 5.5 of this Agreement. All other applicable terms and conditions of this Agreement, including, without limitation, the requirement to pay all portions of the Royalty Fees in Xxxx-Xxxxxxx Destination Club Units Article 3 and Xxxx-Xxxxxxx Residential Unitsother amounts due hereunder (including, provided thatwithout limitation, if the purchaser Marketing Support Charge and the Customer Analytics Charge) shall remain in place and be applicable during the tail period. Licensor may, in its sole discretion, at any time after the fourth year of the tail period provide written notice to Licensee that it intends to terminate the “tail period,” which termination shall be effective on the “tail period termination date,” occurring one (1) year following the date of such inventory written notice; or (iii) terminate the Exclusivity Period, at which time the exclusivity granted in Section 2.2 and the restrictions and limitations on Licensor and its Affiliates in Section 2.3 shall immediately cease and be of interests wishes no further force or effect, and require Licensee to use the Licensed Marks reimburse Licensor and its Affiliates for all reasonable costs and expenses incurred by Licensor in connection with the re-sale establishment of a Shared Ownership Business, including, without limitation, a reasonable allocation of employee compensation incurred by Licensor and its Affiliates in connection therewith, not to exceed five million dollars ($5,000,000) (as adjusted annually after the Effective Date by the CPI Index). If Licensor does not deliver the written notice electing any of the foregoing remedies to Licensee by the date which is one (1) year following the Change in Control of Parent in violation of this Section 16.1, then Licensor shall be deemed to have waived its right to exercise any of the foregoing remedies; provided, however, during the period commencing on the date of breach and continuing until the earlier of (x) Licensor’s delivery of a notice of election or (y) the expiration of such interestsone (1) year period, (A) Licensee shall institute and maintain controls reasonably designed to prevent any individuals associated with the following conditions must Parent transferee who are involved in the operations, management, marketing, development or strategic planning for a Lodging Competitor or Licensor SOI Competitor from obtaining any Licensor Confidential Information, and (B) Licensor shall have the right to exercise any of the remedies under Section 17.2(b)(v), (vii) and (viii) below. In addition, Licensee’s failure to institute and maintain the controls described in clause (A) above shall be met: a material breach of this Agreement and shall entitle Licensor to exercise any of the remedies under Section 17.2(b) below during such period. (e) Upon such termination of this Agreement by Licensor pursuant to Section 16.1(d)(i) above, Licensee agrees to pay Licensor, within thirty (30) days after the date of such termination, liquidated damages in a lump sum equal to (i) during the proposed purchaser is not a Lodging Competitor; first twelve (12) years following the Effective Date, the greater of (A) $40,000,000, or (B) the product of (I) the average annual Royalty Fees that Licensee owed Licensor during the three (3) year period before the month of termination, times (II) five (5), or (ii) thereafter, the product of (A) the average annual Royalty Fees that Licensee owed Licensor during the three (3) year period before the month of termination, times (B) five (5). Licensee agrees that the liquidated damages calculated under this Section 16.1(e) represent the best estimate of Licensor’s brand damages arising from a termination of this Agreement before the Term expires. Licensee’s payment of the liquidated damages to Licensor will not be considered a penalty but, rather, a reasonable estimate of fair compensation to Licensor for the brand damages Licensor will incur because of the early termination. Licensee acknowledges that Licensee’s payment of liquidated damages is full compensation to Licensor only for brand damages resulting from the early termination of this Agreement and is in addition to, and not in lieu of, Licensee’s obligations to pay other amounts due to Licensor under this Agreement as of the date of termination and to comply strictly with the de-identification procedures of Article 17 and Licensee’s other post-termination obligations. If any Applicable Law limits Licensee’s obligation to pay and Licensor’s right to receive, the liquidated damages for which Licensee is obligated under this Section 16.1(e), then Licensee shall be liable to Licensor for any and all brand damages Licensor incurs, now or in the future, as a result of Licensee’s breach of this Agreement. (f) Licensor acknowledges that Licensee and its Affiliates operate as a multi-national business enterprise. Notwithstanding the terms of Section 16.1(a) of this Agreement to the contrary, Licensee has obtained the right, upon Licensor’s prior written approval approval, to Transfer all or any part of its rights under this Agreement to any of Licensee’s Affiliates which have the proposed purchaser after having received all information legal, financial and operational ability to perform the obligations of Licensee under this Agreement. Licensor may place reasonable conditions on its approval, including, without limitation, (i) an assumption agreement reasonably requested by Licensor that Licensor requires in order acceptable to determine if the proposed purchaser meets Licensor’s qualifications; , and (iiiii) Licensor and the proposed purchaser have negotiated and entered into a license agreement in form and substance acceptable to Licensor covering such interestsParent’s reaffirmation of its guaranty under Article 24 of this Agreement.

Transfers by Licensee. A. Except This License is not transferrable and to change the License holder a new License must be approved by Licensor and, if approved, executed by the new licensee. Licensee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Licensee, and that Licensor has entered into this Agreement in reliance on the business skill, financial capacity, and personal character of Licensee (if Licensee is an individual), and that of the partners, members, or stockholders of Licensee (if Licensee is a partnership, company, corporation, or other legal entity). Accordingly, neither Licensee nor any immediate or remote successor to any part of Licensee's interest in this Agreement, nor any individual, partnership, company, corporation, or other legal entity which directly or indirectly owns an Equity Interest (as otherwise expressly provided defined herein) in Licensee shall sell, Licensee may not assign assign, transfer, convey, pledge, mortgage, encumber, or give away ("Transfer") any direct or Indirect Interest in this Agreement or assign or sublicense any of its rights hereunder, or delegate any of its duties under this Agreement, or sell, transfer or dispose of all or substantially all of its assets relating to the MVW Xxxx-Xxxxxxx Business, or merge or consolidate with any other entity in which Licensee is not the surviving entity, or engage in a transaction or series of related transactions that result in a Change in Control without Licensor’s prior written consent which it may grant or withhold in its sole discretion. Any such Transfer will be a material default under this Agreement, and Licensor shall be entitled to enjoin or obtain a court order prohibiting such Transfer without posting a bond. Licensee shall not make any Transfer to a Specially Designated National or Blocked Person; provided, however, that so long as the Ownership Interests in Licensee are publicly-traded on a U.S., nationally-recognized securities exchange, the purchase of publicly-traded Ownership Interests in Licensee by a Specially Designated National or Blocked Person shall not be deemed to be a violation of this sentence. If a Specially Designated National or Blocked Person acquires a Controlling Equity Interest in Licensee, except as provided in this Agreement. (1) Any purported transfer, by operation of law or otherwise, of any interest in this Agreement or any Equity Interest in Licensee not in accordance with the provisions of this Agreement shall be null and void and shall constitute a material breach of this Agreement, for which Licensor shall have the right to may terminate this Agreement immediately upon notice without opportunity to Licenseecure pursuant to Paragraph 13.d. B. Licensee will have the right (2) References in this Agreement to propose bulk sales of inventory of interests in Xxxx-Xxxxxxx Destination Club Units and Xxxx-Xxxxxxx Residential Units, provided that, if the purchaser of such inventory of interests wishes to use the Licensed Marks in connection with the re-sale of such interests, the following conditions must be met: "Equity Interests" shall mean (i) the proposed purchaser is not a Lodging Competitorany direct or indirect beneficial interest in Licensee; (ii) Licensee has obtained any stock, membership or partnership interest in Licensee, or (iii) any stock, membership or partnership interest in any corporation, partnership, company, or other legal entity which is a partner, member or stockholder of Licensee. In addition, "publicly-traded equity interest" shall mean any Equity Interest which is traded on any securities exchange or is quoted in any publication or electronic reporting service maintained by the National Association of Securities Dealers, Inc. or any of its successors. In computing changes of Equity Interests limited partners will not be distinguished from general partners, and Licensor’s prior written approval 's judgment will be final if there is any question as to the definition of Equity Interest or as to the proposed purchaser after having received all information reasonably requested by Licensor that Licensor requires computation of relative Equity Interests, the principal considerations being: direct and indirect (i) power to exercise control over the affairs of Licensee; (ii) right to share in order to determine if the proposed purchaser meets Licensor’s qualificationsLicensee's profits; and (iii) Licensor and exposure to risk in the proposed purchaser have negotiated and entered into a license agreement in form and substance acceptable to Licensor covering such interestsLicensee's business.