COMMISSIONS RECEIVED WITH
RESPECT TO SUCH PURCHASES.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE
CONTRARY, MANAGER WILL ACT IN A MANNER THAT ENABLES OWNER AND THE HOTELS TO GAIN
NOT LESS THAN THE SAME BENEFITS WITH RESPECT TO PURCHASING AS ARE MADE AVAILABLE
TO OTHER HOTELS OF THE SAME CATEGORY AS THE HOTELS WHICH OTHER HOTELS ARE OWNED
OR OPERATED BY MANAGER OR ITS AFFILIATES.
DISPUTES UNDER THIS SECTION 11.2
SHALL BE RESOLVED BY ARBITRATION.
62
ARTICLE 12
SIGNS AND SERVICE MARKS
12.1
SIGNS.
TO THE EXTENT NOT IN PLACE ON THE APPLICABLE EFFECTIVE DATE
FOR ANY HOTEL, MANAGER AGREES TO ERECT AND INSTALL, IN ACCORDANCE WITH ALL
APPLICABLE LEGAL REQUIREMENTS, ALL NECESSARY SIGNS UNDER THE BRAND STANDARDS AT
SUCH HOTEL.
12.2
SYSTEM MARKS.
IT IS UNDERSTOOD AND AGREED BY OWNER THAT THE NAME
STAYBRIDGE SUITES AND ALL SYSTEM MARKS ARE THE EXCLUSIVE PROPERTY OF MANAGER OR
ITS AFFILIATES.
OWNER AGREES AND ACKNOWLEDGES THE EXCLUSIVE RIGHT OF OWNERSHIP
OF MANAGER AND ITS AFFILIATES TO THE SYSTEM MARKS AND THE RESERVATION SYSTEM.
EXCEPT FOR ANY RIGHTS EXPRESSLY GRANTED TO OWNER IN THIS AGREEMENT, OWNER HEREBY
DISCLAIMS ANY RIGHT OR INTEREST THEREIN, REGARDLESS OF THE LEGAL PROTECTION
AFFORDED THERETO.
EXCEPT FOR ANY RIGHTS EXPRESSLY GRANTED TO OWNER IN THIS
AGREEMENT, IN THE EVENT OF TERMINATION OR CANCELLATION OF THIS AGREEMENT,
WHETHER AS A RESULT OF A DEFAULT BY MANAGER OR OTHERWISE, OWNER SHALL NOT HOLD
ITSELF OUT AS, OR OPERATE THE HOTELS AS, A STAYBRIDGE SUITES HOTELS, AND WILL
IMMEDIATELY CEASE USING THE NAME STAYBRIDGE SUITES, AND ALL OTHER SYSTEM MARKS
IN CONNECTION WITH THE NAME OR OPERATION OF THE HOTEL AS OF THE EXPIRATION
DATE.
PROMPTLY AFTER THE EXPIRATION DATE (OR SUCH LATER DATE ON WHICH MANAGER
SHALL CEASE TO OPERATE THE HOTELS) AND THE EXPIRATION OF ANY RIGHT GRANTED TO
OWNER TO USE THE SYSTEM MARKS, SUBJECT TO THE TERMS OF SECTION 17.4, OWNER SHALL
REMOVE ALL SIGNS, FURNISHINGS, PRINTED MATERIAL, EMBLEMS, SLOGANS OR OTHER
DISTINGUISHING CHARACTERISTICS WHICH ARE NOW OR HEREAFTER MAY BE CONNECTED OR
IDENTIFIED WITH THE BRAND OR RESERVATION SYSTEM.
OWNER SHALL NOT USE ANY SYSTEM
MARKS OR ANY PART, COMBINATION OR VARIATION THEREOF IN THE NAME OF ANY
PARTNERSHIP, CORPORATION OR OTHER BUSINESS ENTITY, NOR ALLOW THE USE THEREOF BY
OTHERS.
12.3
SYSTEM MARK LITIGATION.
(A)
MANAGER, IHG AND EACH OTHER GUARANTOR SHALL HOLD OWNER AND ITS
AFFILIATES HARMLESS FROM AND INDEMNIFY AND DEFEND OWNER AND ITS AFFILIATES
AGAINST ANY AND ALL COSTS AND EXPENSES INCURRED BY OWNER OR ITS AFFILIATES
(INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES REASONABLY INCURRED), ARISING
OUT OF THE USE OF SYSTEM MARKS AT OR IN CONNECTION WITH THE OPERATION OF THE
HOTELS BY OWNER OR ITS DESIGNEES PURSUANT TO THE TERMS OF THIS AGREEMENT OR BY
MANAGER OR ITS AFFILIATES.
(B)
IN THE EVENT A HOTEL, OWNER OR MANAGER IS THE SUBJECT OF ANY
LITIGATION OR ACTION BROUGHT BY ANY PARTY SEEKING TO CLAIM RIGHTS IN OR TO
RESTRAIN THE USE OF ANY SYSTEM MARK USED BY MANAGER IN CONNECTION WITH THE