Common use of Use of Licensee Marks Clause in Contracts

Use of Licensee Marks. (a) Licensee hereby consents to Licensor’s and its Affiliates’ use of the Licensee Marks in connection with the Licensed Business and the Projects (including in printed marketing and promotional materials, and on Licensor’s websites) and agrees that such consent shall remain in full force and effect until thirty (30) days following the termination of this Agreement for any reason. Licensor consents to Licensee’s use of the Licensee Marks in connection with the Licensed Hyatt Marks on the terms and conditions set forth in this Section 12.6. (b) Licensee will use the Licensee Marks together with the Licensed Hyatt Marks only as authorized under this Agreement in connection with the Licensed Business and the Projects and only in accordance with applicable Brand Standards or as otherwise authorized in advance by Licensor in writing. Licensee will strictly conform all uses of the Licensee Marks together with the Licensed Hyatt Marks to the content, layout and graphic design of sample materials in accordance with the Brand Guidelines or as otherwise approved in advance by Licensor, and Licensee shall restrict such usage to types of activity, medium or signage in accordance with applicable Brand Standards or as otherwise specifically approved in advance by Licensor. Licensor’s use of the Licensee Marks shall meet the standards of this Section 12.6(b). (c) Licensee will not file, seek or make any intellectual property registration containing any of the Licensee Marks together with any Licensed Hyatt Marks. If such filing is required by Applicable Law, such registration shall be subject to the prior written approval of Licensor and shall be made solely by Licensor. Licensee shall withdraw, cancel or assign to Licensor, at Licensor’s option, any unauthorized registration upon the request of Licensor. At Licensee’s request upon the expiration of the Term or termination of this Agreement, Licensor shall withdraw or cancel any intellectual property registration containing any Licensee Marks together with Licensed Hyatt Marks. (d) Upon termination of this Agreement pursuant to Article 17 of this Agreement or otherwise, Licensor will cease using the Licensee Marks as specified in Article 18 of this Agreement, including all use of the Licensee Marks together with the Licensed Hyatt Marks as authorized pursuant to this Section 12.6. (e) Licensee acknowledges and agrees that (i) it shall not acquire any right, title or interest in or to the Licensed Hyatt Marks as a result of the use of the Licensee Marks together with the Licensed Hyatt Marks, (ii) all goodwill associated with the Licensed Hyatt Marks generated by their use together with the Licensee Marks shall inure solely to Licensor, and (iii) it shall not assert that the Licensed Hyatt Marks and the Licensee Marks when used together comprise a composite xxxx. Licensor acknowledges and agrees that (x) it shall not acquire any right, title or interest in or to the Licensee Marks as a result of the use of the Licensed Hyatt Marks together with the Licensee Marks, (y) all goodwill associated with the Licensee Marks generated by their use together with the Licensed Hyatt Marks shall inure solely to Licensee, and (z) except as necessary in connection with a filing by Licensor under Section 12.6(c) above it shall not assert that the Licensee Marks and the Licensed Hyatt Marks when used together comprise a composite xxxx. (f) Licensee hereby acknowledges and agrees that if at any time the use of the Licensee Marks together with a Licensed Xxxxx Xxxx in connection with the Licensed Business or any Project is challenged by a third party, Licensor may require that such use immediately cease or that the affected Licensee Marks be changed in a manner that resolves the challenge raised by the third party. Notwithstanding the potential requirement above by Licensor that Licensee cease using or use a changed Licensed Xxxxx Xxxx upon a third-party challenge to the Licensed Xxxxx Xxxx, if Licensee believes such challenge is without merit, Licensee may request that Licensor contest such challenge and Licensor shall determine how to proceed in Licensor’s discretion. Except as otherwise set forth in this Agreement, Licensee shall have sole responsibility for enforcing the Licensee Marks in its discretion and cost and is entitled to all settlements, damages, costs, attorneys’ fees or other amounts received from such enforcement efforts. To the extent any Licensee Xxxx is used in connection with any of the Licensed Hyatt Marks, enforcement of the Licensed Hyatt Marks is governed by Section 12.2(a)(xii) of this Agreement.

Use of Licensee Marks. A. Licensee represents that: (ai) Licensee owns the registrations and/or the applications to register the Licensee Marks; and (ii) to the best of its actual knowledge: (x) Licensee has the right to consent to Licensor’s use of the Licensee Marks and (y) there are no claims, litigation or proceedings pending or threatened by any Person that would materially affect Licensor’s use of the Licensee Marks as contemplated by the terms of this Agreement. Licensee hereby consents to Licensor’s and its Affiliates’ Affiliate’s use of the Licensee Marks in connection with the Licensed Business and the Projects (including in printed marketing and promotional materials, and on Licensor’s websiteswebsite) and agrees that such consent shall remain in full force and effect until thirty (30) days following the termination of this Agreement for any reason. Licensor consents to Licensee’s use of the Licensee Marks in connection with the Licensed Hyatt Marks on the terms and conditions set forth in this Section 12.613.6. (b) B. Licensee will use the Licensee Marks together with the Licensed Hyatt Marks only as authorized under this Agreement in connection with the Licensed Business and the Projects and only in accordance with applicable the Brand Standards Style and Communications Guide or as otherwise authorized in advance by Licensor in writing. Licensee will strictly conform all uses of the Licensee Marks together with the Licensed Hyatt Marks to the content, layout and graphic design of sample materials in accordance with the Brand Guidelines Style and Communications Guide or as otherwise approved in advance by Licensor, and Licensee shall restrict such usage to types of activity, medium or signage in accordance with applicable the Brand Standards Style and Communications Guide or as otherwise specifically approved in advance by Licensor. Licensor’s use of the Licensee Marks shall meet the standards of this Section 12.6(b). (c) C. Licensee will not file, seek or make any intellectual property registration containing any of the Licensee Marks together with any Licensed Hyatt Marks. If such filing is required by Applicable Law, such registration shall be subject to the prior written approval of Licensor and shall be made solely by Licensor. Licensee shall withdraw, cancel or assign to Licensor, at Licensor’s option, any unauthorized registration upon the request of Licensor. At Licensee’s request upon the expiration of the Term or termination of this Agreement, Licensor shall withdraw or cancel any intellectual property registration containing any Licensee Marks together with Licensed Hyatt Marks. (d) D. Upon termination of this Agreement for any reason, Licensee will cease using the Licensed Marks as specified in Section 19 of this Agreement, including all use of the Licensed Marks together with the Licensee Marks as authorized pursuant to Article 17 this Section 13.6. Upon termination of this Agreement or otherwisefor any reason, Licensor will cease using the Licensee Marks as specified in Article 18 Section 19 of this Agreement, including all use of the Licensee Marks together with the Licensed Hyatt Marks as authorized pursuant to this Section 12.613.6. (e) E. Licensee acknowledges and agrees that (ia) it shall not acquire any right, title or interest in or to the Licensed Hyatt Marks as a result of the use of the Licensee Marks together with the Licensed Hyatt Marks, (iib) all goodwill associated with the Licensed Hyatt Marks generated by their use together with the Licensee Marks shall inure solely to Licensor, and (iiic) it shall not assert that the Licensed Hyatt Marks and the Licensee Marks when used together comprise a composite xxxx. Licensor acknowledges and agrees that (xa) it shall not acquire any right, title or interest in or to the Licensee Marks as a result of the use of the Licensed Hyatt Marks together with the Licensee Marks, (yb) all goodwill associated with the Licensee Marks generated by their use together with the Licensed Hyatt Marks shall inure solely to Licensee, and (zc) except as necessary in connection with a filing by Licensor under Section 12.6(c) above 13.6.C, it shall not assert that the Licensee Marks and the Licensed Hyatt Marks when used together comprise a composite xxxx. (f) F. Licensee hereby acknowledges and agrees that if at any time the use of the Licensee Marks together with a Licensed Xxxxx Xxxx in connection with the Licensed Business or any Project is challenged by a third party, Licensor may require that such use immediately cease or that the affected Licensee Marks be changed in a manner that resolves the challenge raised by the third party. Notwithstanding the potential requirement above by Licensor that Licensee cease using or use a changed Licensed Xxxxx Xxxx upon a third-party challenge to the Licensed Xxxxx Xxxx, if Licensee believes such challenge is without merit, Licensee may request that Licensor contest such challenge and Licensor shall determine how to proceed in Licensor’s discretion. Except as otherwise set forth in this Agreement, Licensee shall have sole responsibility for enforcing the Licensee Marks in its discretion and cost and is entitled to all settlements, damages, costs, attorneys’ fees or other amounts received from such enforcement efforts. To the extent any Licensee Xxxx is used in connection with any of the Licensed Hyatt Marks, enforcement of the Licensed Hyatt Marks is governed by Section 12.2(a)(xii) of this Agreement13.2.A(10).

Use of Licensee Marks. A. Licensee represents that: (ai) Licensee owns the registrations and/or the applications to register the Licensee Marks; and (ii) to the best of its actual knowledge: (x) Licensee has the right to consent to Licensor’s use of the Licensee Marks and (y) there are no claims, litigation or proceedings pending or threatened by any Person that would materially affect Licensor’s use of the Licensee Marks as contemplated by the terms of this Agreement. Licensee hereby consents to Licensor’s and its Affiliates’ Affiliate’s use of the Licensee Marks in connection with the Licensed MVW Xxxx-Xxxxxxx Business and the Projects (including in printed marketing and promotional materials, and on Licensor’s websiteswebsite) and agrees that such consent shall remain in full force and effect until thirty (30) days following the termination of this Agreement for any reason. Licensor consents to Licensee’s use of the Licensee Marks in connection with the Licensed Hyatt Marks on the terms and conditions set forth in this Section 12.613.6. (b) B. Licensee will use the Licensee Marks together with the Licensed Hyatt Marks only as authorized under this Agreement in connection with the Licensed MVW Xxxx-Xxxxxxx Business and the Projects and only in accordance with applicable the Brand Standards Style and Communications Guide or as otherwise authorized in advance by Licensor in writing. Licensee will strictly conform all uses of the Licensee Marks together with the Licensed Hyatt Marks to the content, layout and graphic design of sample materials in accordance with the Brand Guidelines Style and Communications Guide or as otherwise approved in advance by Licensor, and Licensee shall restrict such usage to types of activity, medium or signage in accordance with applicable the Brand Standards Style and Communications Guide or as otherwise specifically approved in advance by Licensor. Licensor’s use of the Licensee Marks shall meet the standards of this Section 12.6(b). (c) C. Licensee will not file, seek or make any intellectual property registration containing any of the Licensee Marks together with any Licensed Hyatt Marks. If such filing is required by Applicable Law, such registration shall be subject to the prior written approval of Licensor and shall be made solely by Licensor in Licensor’s name. Licensee shall withdraw, cancel or assign to Licensor, at Licensor’s option, any unauthorized registration upon the request of Licensor. At Licensee’s request upon the expiration of the Term or termination of this Agreement, Licensor shall withdraw or cancel any intellectual property registration containing any Licensee Marks together with Licensed Hyatt Marks. (d) D. Upon termination of this Agreement for any reason, Licensee will cease using the Licensed Marks as specified in Section 19 of this Agreement, including all use of the Licensed Marks together with the Licensee Marks as authorized pursuant to Article 17 this Section 13.6. Upon termination of this Agreement or otherwisefor any reason, Licensor will cease using the Licensee Marks as specified in Article 18 Section 19 of this Agreement, including all use of the Licensee Marks together with the Licensed Hyatt Marks as authorized pursuant to this Section 12.613.6. (e) E. Licensee acknowledges and agrees that (ia) it shall not acquire any right, title or interest in or to the Licensed Hyatt Marks as a result of the use of the Licensee Marks together with the Licensed Hyatt Marks, (iib) all goodwill associated with the Licensed Hyatt Marks generated by their use together with the Licensee Marks shall inure solely to Licensor, and (iiic) it shall not assert that the Licensed Hyatt Marks and the Licensee Marks when used together comprise a composite or unitary xxxx. Licensor acknowledges and agrees that (xa) it shall not acquire any right, title or interest in or to the Licensee Marks as a result of the use of the Licensed Hyatt Marks together with the Licensee Marks, (yb) all goodwill associated with the Licensee Marks generated by their use together with the Licensed Hyatt Marks shall inure solely to Licensee, and (zc) except as necessary in connection with a filing by Licensor under Section 12.6(c) above 13.6.C, it shall not assert that the Licensee Marks and the Licensed Hyatt Marks when used together comprise a composite and unitary xxxx. (f) F. Licensee hereby acknowledges and agrees that if at any time the use of the Licensee Marks together with a Licensed Xxxxx Xxxx in connection with the Licensed MVW Xxxx-Xxxxxxx Business or any Project is challenged by a third party, Licensor may require that such use immediately cease or that the affected Licensee Marks be changed in a manner that resolves the challenge raised by the third party. Notwithstanding the potential requirement above by Licensor that Licensee cease using or use a changed Licensed Xxxxx Xxxx upon a third-party challenge to the Licensed Xxxxx Xxxx, if Licensee believes such challenge is without merit, Licensee may request that Licensor contest such challenge and Licensor shall determine how to proceed in Licensor’s discretion. Except as otherwise set forth in this Agreement, Licensee shall have sole responsibility for enforcing the Licensee Marks in its discretion and cost and is entitled to all settlements, damages, costs, attorneys’ fees or other amounts received from such enforcement efforts. In the course of enforcing or defending the Licensee Marks, Licensee shall not make any statements, take any positions or actions, or enter into any agreements that may restrict, narrow, limit or affect Licensor’s rights to the Licensed Marks. To the extent any Licensee Xxxx is used in connection with any of the Licensed Hyatt Marks, enforcement and defense of the Licensed Hyatt Marks is governed by Section 12.2(a)(xii) of this Agreement13.2.A(10).

Use of Licensee Marks. A. Licensee represents that: (ai) Licensee owns the registrations and/or the applications to register the Licensee Marks; and (ii) to the best of its actual knowledge: (x) Licensee has the right to consent to Licensor’s use of the Licensee Marks and (y) there are no claims, litigation or proceedings pending or threatened by any Person that would materially affect Licensor’s use of the Licensee Marks as contemplated by the terms of this Agreement. Licensee hereby consents to Licensor’s and its Affiliates’ Affiliate’s use of the Licensee Marks in connection with the Licensed MVW Xxxx-Xxxxxxx Business and the Projects (including in printed marketing and promotional materials, and on Licensor’s websiteswebsite) and agrees that such consent shall remain in full force and effect until thirty (30) days following the termination of this Agreement for any reason. Licensor consents to Licensee’s use of the Licensee Marks in connection with the Licensed Hyatt Marks on the terms and conditions set forth in this Section 12.613.6. (b) B. Licensee will use the Licensee Marks together with the Licensed Hyatt Marks only as authorized under this Agreement in connection with the Licensed MVW Xxxx-Xxxxxxx Business and the Projects and only in accordance with applicable the Brand Standards Style and Communications Guide or as otherwise authorized in advance by Licensor in writing. Licensee will strictly conform all uses of the Licensee Marks together with the Licensed Hyatt Marks to the content, layout and graphic design of sample materials in accordance with the Brand Guidelines Style and Communications Guide or as otherwise approved in advance by Licensor, and Licensee shall restrict such usage to types of activity, medium or signage in accordance with applicable the Brand Standards Style and Communications Guide or as otherwise specifically approved in advance by Licensor. Licensor’s use of the Licensee Marks shall meet the standards of this Section 12.6(b). (c) C. Licensee will not file, seek or make any intellectual property registration containing any of the Licensee Marks together with any Licensed Hyatt Marks. If such filing is required by Applicable Law, such registration shall be subject to the prior written approval of Licensor and shall be made solely by Licensor in Licensor’s name. Licensee shall withdraw, cancel or assign to Licensor, at Licensor’s option, any unauthorized registration upon the request of Licensor. At Licensee’s request upon the expiration of the Term or termination of this Agreement, Licensor shall withdraw or cancel any intellectual property registration containing any Licensee Marks together with Licensed Hyatt Marks. (d) D. Upon termination of this Agreement for any reason, Licensee will cease using the Licensed Marks as specified in Section 19 of this Agreement, including all use of the Licensed Marks together with the Licensee Marks as authorized pursuant to Article 17 this Section 13.6. Upon termination of this Agreement or otherwisefor any reason, Licensor will cease using the Licensee Marks as specified in Article 18 Section 19 of this Agreement, including all use of the Licensee Marks together with the Licensed Hyatt Marks as authorized pursuant to this Section 12.613.6. (e) E. Licensee acknowledges and agrees that (ia) it shall not acquire any right, title or interest in or to the Licensed Hyatt Marks as a result of the use of the Licensee Marks together with the Licensed Hyatt Marks, (iib) all goodwill associated with the Licensed Hyatt Marks generated by their use together with the Licensee Marks shall inure solely to Licensor, and (iiic) it shall not assert that the Licensed Hyatt Marks and the Licensee Marks when used together comprise a composite xxxx. Licensor acknowledges and agrees that (xa) it shall not acquire any right, title or interest in or to the Licensee Marks as a result of the use of the Licensed Hyatt Marks together with the Licensee Marks, (yb) all goodwill associated with the Licensee Marks generated by their use together with the Licensed Hyatt Marks shall inure solely to Licensee, and (zc) except as necessary in connection with a filing by Licensor under Section 12.6(c) above 13.6.C, it shall not assert that the Licensee Marks and the Licensed Hyatt Marks when used together comprise a composite xxxx. (f) F. Licensee hereby acknowledges and agrees that if at any time the use of the Licensee Marks together with a Licensed Xxxxx Xxxx in connection with the Licensed MVW Xxxx-Xxxxxxx Business or any Project is challenged by a third party, Licensor may require that such use immediately cease or that the affected Licensee Marks be changed in a manner that resolves the challenge raised by the third party. Notwithstanding the potential requirement above by Licensor that Licensee cease using or use a changed Licensed Xxxxx Xxxx upon a third-party challenge to the Licensed Xxxxx Xxxx, if Licensee believes such challenge is without merit, Licensee may request that Licensor contest such challenge and Licensor shall determine how to proceed in Licensor’s discretion. Except as otherwise set forth in this Agreement, Licensee shall have sole responsibility for enforcing the Licensee Marks in its discretion and cost and is entitled to all settlements, damages, costs, attorneys’ fees or other amounts received from such enforcement efforts. To the extent any Licensee Xxxx is used in connection with any of the Licensed Hyatt Marks, enforcement of the Licensed Hyatt Marks is governed by Section 12.2(a)(xii) of this Agreement13.2.A(10).

Use of Licensee Marks. A. Licensee represents that: (ai) Licensee owns the registrations and/or the applications to register the Licensee Marks; and (ii) to the best of its actual knowledge: (x) Licensee has the right to consent to Licensor’s use of the Licensee Marks and (y) there are no claims, litigation or proceedings pending or threatened by any Person that would materially affect Licensor’s use of the Licensee Marks as contemplated by the terms of this Agreement. Licensee hereby consents to Licensor’s and its Affiliates’ Affiliate’s use of the Licensee Marks in connection with the Licensed Business and the Projects (including in printed marketing and promotional materials, and on Licensor’s websiteswebsite) and agrees that such consent shall remain in full force and effect until thirty (30) days following the termination of this Agreement for any reason. Licensor consents to Licensee’s use of the Licensee Marks in connection with the Licensed Hyatt Marks on the terms and conditions set forth in this Section 12.613.6. (b) B. Licensee will use the Licensee Marks together with the Licensed Hyatt Marks only as authorized under this Agreement in connection with the Licensed Business and the Projects and only in accordance with applicable the Brand Standards Style and Communications Guide or as otherwise authorized in advance by Licensor in writing. Licensee will strictly conform all uses of the Licensee Marks together with the Licensed Hyatt Marks to the content, layout and graphic design of sample materials in accordance with the Brand Guidelines Style and Communications Guide or as otherwise approved in advance by Licensor, and Licensee shall restrict such usage to types of activity, medium or signage in accordance with applicable the Brand Standards Style and Communications Guide or as otherwise specifically approved in advance by Licensor. Licensor’s use of the Licensee Marks shall meet the standards of this Section 12.6(b). (c) C. Licensee will not file, seek or make any intellectual property registration containing any of the Licensee Marks together with any Licensed Hyatt Marks. If such filing is required by Applicable Law, such registration shall be subject to the prior written approval of Licensor and shall be made solely by Licensor. Licensee shall withdraw, cancel or assign to Licensor, at Licensor’s option, any unauthorized registration upon the request of Licensor. At Licensee’s request upon the expiration of the Term or termination of this Agreement, Licensor shall withdraw or cancel any intellectual property registration containing any Licensee Marks together with Licensed Hyatt Marks. (d) D. Upon termination of this Agreement for any reason, Licensee will cease using the Licensed Marks as specified in Section 19 of this Agreement, including all use of the Licensed Marks together with the Licensee Marks as authorized pursuant to Article 17 this Section 13.6. Upon termination of this Agreement or otherwisefor any reason, Licensor will cease using the Licensee Marks as specified in Article 18 Section 19 of this Agreement, including all use of the Licensee Marks together with the Licensed Hyatt Marks as authorized pursuant to this Section 12.613.6. (e) E. Licensee acknowledges and agrees that (ia) it shall not acquire any right, title or interest in or to the Licensed Hyatt Marks as a result of the use of the Licensee Marks together with the Licensed Hyatt Marks, (iib) all goodwill associated with the Licensed Hyatt Marks generated by their use together with the Licensee Marks shall inure solely to Licensor, and (iiic) it shall not assert that the Licensed Hyatt Marks and the Licensee Marks when used together comprise a composite or unitary xxxx. Licensor acknowledges and agrees that (xa) it shall not acquire any right, title or interest in or to the Licensee Marks as a result of the use of the Licensed Hyatt Marks together with the Licensee Marks, (yb) all goodwill associated with the Licensee Marks generated by their use together with the Licensed Hyatt Marks shall inure solely to Licensee, and (zc) except as necessary in connection with a filing by Licensor under Section 12.6(c) above 13.6.C, it shall not assert that the Licensee Marks and the Licensed Hyatt Marks when used together comprise a composite or unitary xxxx. (f) F. Licensee hereby acknowledges and agrees that if at any time the use of the Licensee Marks together with a Licensed Xxxxx Xxxx in connection with the Licensed Business or any Project is challenged by a third party, Licensor may require that such use immediately cease or that the affected Licensee Marks be changed in a manner that resolves the challenge raised by the third party. Notwithstanding the potential requirement above by Licensor that Licensee cease using or use a changed Licensed Xxxxx Xxxx upon a third-party challenge to the Licensed Xxxxx Xxxx, if Licensee believes such challenge is without merit, Licensee may request that Licensor contest such challenge and Licensor shall determine how to proceed in Licensor’s discretion. Except as otherwise set forth in this Agreement, Licensee shall have sole responsibility for enforcing the Licensee Marks in its discretion and cost and is entitled to all settlements, damages, costs, attorneys’ fees or other amounts received from such enforcement efforts. In the course of enforcing or defending the Licensee Marks, Licensee shall not make any statements, take any positions or actions, or enter into any agreements that may restrict, narrow, limit or affect Licensor’s rights to the Licensed Marks. To the extent any Licensee Xxxx is used in connection with any of the Licensed Hyatt Marks, enforcement and defense of the Licensed Hyatt Marks is governed by Section 12.2(a)(xii) of this Agreement13.2.A(10).