TO THE PROVIDER.
SUBJECT TO THE FOREGOING PROVISO, OWNER
ACKNOWLEDGES AND AGREES THAT THE PROVIDERS OF SUCH GOODS AND/OR SERVICES MAY
RETAIN FOR THEIR OWN BENEFIT ANY CREDITS, REBATES OR 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.
ARTICLE 12
SIGNS AND SERVICE MARKS
12.1
SIGNS.
TO THE EXTENT NOT IN PLACE ON THE
EFFECTIVE DATE, MANAGER AGREES TO ERECT AND INSTALL, IN ACCORDANCE WITH ALL
APPLICABLE LEGAL REQUIREMENTS, ALL NECESSARY SIGNS UNDER THE APPLICABLE BRAND
STANDARDS.
12.2
SYSTEM MARKS.
IT IS UNDERSTOOD AND AGREED BY
OWNER THAT THE NAMES STAYBRIDGE SUITES, INTERCONTINENTAL, CROWNE PLAZA AND
HOLIDAY INN 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 SYSTEMS.
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, STAYBRIDGE SUITES, INTERCONTINENTAL,
CROWNE PLAZA AND HOLIDAY INN, AS APPLICABLE, HOTELS, AND WILL IMMEDIATELY CEASE
USING SUCH NAMES AND ALL
67
OTHER SYSTEM MARKS IN CONNECTION WITH THE NAME OR OPERATION OF EACH 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 AN APPLICABLE 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,