IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO ITS PROVISIONS AS TO CHOICE OF LAW.
14.8
SUBLICENSOR AND SUBLICENSEE SHALL EACH COOPERATE
WITH ONE ANOTHER IN ENTERING INTO AND EXECUTING ANY OTHER WRITTEN AGREEMENTS AND
APPLICATIONS NECESSARY UNDER THE LAWS OF ANY COUNTRY OR JURISDICTION WITHIN THE
TERRITORY TO GIVE THIS AGREEMENT FULL FORCE AND EFFECT.
14.9
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND
SHALL BE BINDING UPON THE PARTIES, AND THEIR RESPECTIVE PERMITTED SUCCESSORS,
TRANSFEREES AND ASSIGNS; PROVIDED, HOWEVER, THAT SUBJECT TO PARAGRAPH 14.10
HEREIN, SUBLICENSEE MAY NOT ASSIGN ALL OR ANY PORTION OF THIS AGREEMENT WITHOUT
THE EXPRESS PRIOR WRITTEN CONSENT OF SUBLICENSOR, WHICH CONSENT MAY BE GIVEN OR
WITHHELD IN SUBLICENSOR'S ABSOLUTE DISCRETION.
14.10
THIS AGREEMENT MAY NOT BE TRANSFERRED OR ASSIGNED BY
SUBLICENSEE TO AN UNRELATED THIRD PARTY OTHER THAN IN CONNECTION WITH THE SALE,
DISPOSITION OR MERGER OF SUBLICENSEE'S COMPANY OR BUSINESS, OR ENCUMBERED BY A
THIRD PARTY, EXCEPT WITH SUBLICENSOR'S EXPRESS WRITTEN CONSENT.
THE FOLLOWING
CIRCUMSTANCES SHALL NOT BE DEEMED TO BE AN ASSIGNMENT,
19
AND SHALL NOT REQUIRE SUBLICENSOR'S CONSENT
A.
THE SALE OR DISPOSITION OF ALL OR
SUBSTANTIALLY ALL OF THE VOTING STOCK OR ASSETS OF SUBLICENSEE; OR
B.
A PUBLIC OFFERING OR SALE TO
UNDERWRITERS OF CAPITAL STOCK BY SUBLICENSEE OR ANY SUCCESSOR THERE­TO OR ANY
ACQUISITIONS BY OR OF SUBLICENSEE THROUGH MERGER, PURCHASE OF ASSETS OR
OTHERWISE EFFECTED IN WHOLE OR IN PART BY ISSUANCE OR REISSUANCE OF
SUBLICENSEE'S SHARES OF CAPITAL STOCK.
14.11
SUBLICENSEE AGREES TO COMPLY, AT ITS OWN EXPENSE, WITH
ALL LAWS, ORDINANCES, RULES, REGULATIONS, AND OTHER REQUIREMENTS, RELATING TO
SUBLICENSEE'S OFFERING OF THE LICENSED SERVICES AND OPERATION AND MANAGEMENT OF
THE LICENSED SERVICES AND FACILITIES, OF ALL GOVERNMENTAL UNITS HAVING
JURISDICTION PERTAINING TO THIS AGREEMENT.
14.12
EACH PARTY SHALL BE RESPONSIBLE FOR ANY DUTIES, TAXES
OR PENALTIES IMPOSED BY ANY GOVERNMENT ON ITS SERVICES.
14.13
EXCEPT AS EXPRESSLY IDENTIFIED HEREIN, THERE ARE AND
SHALL BE NO THIRD PARTY BENEFICIARIES OF THIS AGREEMENT.
[Signature page to follow.]
20
IN WITNESS WHEREOF, the parties hereto have caused this Sublicense Agreement to
be duly executed as of the date and year first written above.
LA QUINTA FRANCHISE, LLC
By:
/s/ MICHAEL F. BUSHEE
Name
Michael F. Bushee
Title:
Vice President
LA QUINTA INNS, INC.
By:
/s/ STEVEN J. FLOWERS
Name: Steven J. Flowers
Title:
Vice President - Finance
SCHEDULE A
Trademarks
Country
Trademark
Registration No./Serial No.
Argentina
LA QUINTA
1,656,347
LA QUINTA INN & DESIGN
1,656,565
Bahamas
LA QUINTA
17,113
Belize
LA QUINTA
7147
Bermuda
LA QUINTA
26748
Bolivia
LA QUINTA
62104-C
Brazil
LA QUINTA
817936351
LA QUINTA INN & WINDOW DESIGN
817936360
Canada
LA QUINTA
TMA364525
TELQUIK
111398200
LQ LA QUINTA INN & SUITES & DESIGN
111008400
RETURNS
111398100
LA QUINTA INN & DESIGN
111008500
Chile
LA QUINTA
443.212
LA QUINTA INN & WINDOW DESIGN
443.213
A-1
Colombia
LA QUINTA
190254
LA QUINTA INN & WINDOW DESIGN
190253
Costa Rica
LA QUINTA
Ecuador
LA QUINTA
178-96
European