LICENSE AGREEMENT.
NOTWITHSTANDING THE FOREGOING, SELLER AND
ITS AFFILIATES (INCLUDING ANY COMPANY OR OTHER ENTITY CONTROLLED BY OR UNDER
COMMON CONTROL WITH SELLER (WHETHER CURRENTLY EXISTING OR HEREAFTER ACQUIRED OR
FORMED)) SHALL NOT, DIRECTLY OR INDIRECTLY, USE OR OTHERWISE EXPLOIT, OR PERMIT
ANY OTHER PERSON TO USE OR OTHERWISE EXPLOIT (WHETHER AS PRINCIPAL, AGENT,
PARTNER, SHAREHOLDER, OR OTHERWISE, WHETHER ALONE OR IN ASSOCIATION WITH ANY
OTHER PERSON) THE OTRAVEL MARK IN ANY MANNER WHATSOEVER (THE "USE RESTRICTION")
DURING THE PERIOD OF FIVE (5) YEARS FROM AND AFTER CLOSING.
SELLER AGREES TO
THAT AS A CONDITION TO THE SALE, ASSIGNMENT, OR OTHER TRANSFER OF THE O MARKS BY
SELLER TO ANY PERSON (INCLUDING IN CONNECTION WITH THE SALE OF ALL OR
SUBSTANTIALLY ALL OF SELLER'S ASSETS OR STOCK) THAT SUCH PERSON WILL AGREE IN
WRITING TO BE BOUND BY THE RESTRICTION ABOVE AND THE TERMS AND CONDITIONS OF THE
LICENSE AGREEMENT, UNLESS A USE PAYMENT HAS BEEN MADE PURSUANT TO SECTION 6.4.
FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO
PROHIBIT OR OTHERWISE RESTRICT BUYER OR THE COMPANY (OR THEIR RESPECTIVE
AFFILIATES OR LICENSEES) FROM USING IN A MARK OR OTHERWISE THE WORD "TRAVEL" OR
ANY WORD BEGINNING WITH THE LETTER "O", EXCEPT IN CONNECTION WITH (X) THE WORD
"OVERSTOCK" OR ANY DERIVATIONS THEREOF OR (Y) THE WORDS "OTRAVEL", "OCRUISE" OR
(Z) OTHER WORDS WITH THE LETTER "O" AS THE FIRST LETTER OF THE WORD WHERE "O" IS
USED IN THE WORD IN MANNER OTHER THAN IN ITS STANDARD USAGE.
Article IX
Miscellaneous
9.1.
PRESS RELEASE AND ANNOUNCEMENTS.
NONE OF THE PARTIES HERETO NOR ANY OF
THEIR RESPECTIVE REPRESENTATIVES SHALL MAKE ANY PUBLIC ANNOUNCEMENT WITH RESPECT
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTIES HERETO.
NOTWITHSTANDING THE FOREGOING, ANY
SUCH PUBLIC ANNOUNCEMENT MAY BE MADE IF REQUIRED BY APPLICABLE LAW OR A
SECURITIES EXCHANGE RULE; PROVIDED, THAT THE PARTY REQUIRED TO MAKE SUCH
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public announcement shall, to the extent possible, confer with the other parties
concerning the timing and content of such public announcement before the same is
made.
9.2.
REMEDIES.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ANY PERSON
HAVING ANY RIGHTS UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE ENTITLED TO
ENFORCE SUCH RIGHTS SPECIFICALLY (WITHOUT POSTING A BOND OR OTHER SECURITY), TO
RECOVER DAMAGES BY REASON OF ANY BREACH OF ANY PROVISION OF THIS AGREEMENT AND
TO EXERCISE ALL OTHER RIGHTS GRANTED BY LAWS; PROVIDED, HOWEVER, THAT THE
INDEMNITY OBLIGATIONS UNDER ARTICLE VII SHALL BE THE SOLE AND EXCLUSIVE REMEDY
FOR ANY BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT (OTHER THAN FOR A
CLAIM OF FRAUD OR INTENTIONAL MISREPRESENTATION).
ALL SUCH RIGHTS AND REMEDIES
SHALL BE CUMULATIVE AND NON-EXCLUSIVE, AND MAY BE EXERCISED SINGULARLY OR
CONCURRENTLY.
ONE OR MORE SUCCESSIVE ACTIONS MAY BE BROUGHT, EITHER IN THE SAME
ACTION OR IN SEPARATE ACTIONS, AS OFTEN AS IS DEEMED ADVISABLE, UNTIL ALL OF THE
OBLIGATIONS TO SUCH PERSON ARE PAID AND PERFORMED IN