Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. Memorandum and Articles means the Memorandum and Articles of Association of the Company in effect from time to time. Licensed Marks means the Localized Game Marks and such other trademarks expressly authorized in writing by Shengqu to be used by the Licensees. Privilege means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes. Interfere means, to solicit, entice, persuade, induce, influence or attempt to influence, directly or indirectly, clients or Prospective Clients, employees, agents or independent contractors of the Company or any of its affiliated companies to restrict, reduce, sever or otherwise alter their relationship with the Company or any of its affiliated companies.ĭirect materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service. Nothing herein shall be construed to require the Trust to accept any offer to purchase any Trust Interests, all of which shall be subject to approval by the Board of Trustees.īodies governed by public law means bodies that have all of the following characteristics:
Rights shall have the meaning set forth in the WHEREAS clause at the beginning of this Agreement. Right shall have the meaning set forth in the second paragraph hereof.Ĭommercial Rights means any and all rights of a commercial nature connected with the Event including, without limitation, broadcasting rights, sponsorship rights, merchandising and licensing rights, ticketing rights, promotional rights, catering and hospitality rights, New Media rights and interactive games rights ĭivest means, as it relates to a Competitive Program: (i) the sale of all right, title and interest in such Competitive Program, including all technology, intellectual property and other assets relating solely thereto, to a Third Party, without the retention or reservation of any rights, license or interest (other than an economic interest such as a right to receive payments) by the selling entity or its Affiliates or (ii) the complete termination and/or shut-down of such Competitive Program such that no technology, intellectual property or other asset solely relating thereto is used by the terminating entity or its Affiliates for the conduct of such Competitive Program.Ĭompany Marks has the meaning set forth in Section 2.9(a).Īmend means to amend, supplement, restate, amend and restate or otherwise modify, including successively, and “amendment” shall have a correlative meaning. The term applies whether the Proprietary Marks are owned currently by Franchisor or any of its Affiliates, or are later developed or acquired, and whether or not they are registered in any state, foreign country or in the United States Patent and Trademark Office.įinancial Rights means a member's rights: Proprietary Marks means any trademarks, trade names, trade dress, words, symbols, logos, slogans, designs, insignia, emblems, devices, service marks, and indicia of origin (including restaurant names, lounge names, or other outlet names), or combinations thereof, that are registered by Franchisor or any of its Affiliates, or are used to identify or are otherwise associated by virtue of usage with System Hotels, all as may be changed, deleted, added to or otherwise modified by Franchisor or its Affiliates in their sole discretion. Modify and “Modification” are defined in Section 2.19.1. Limit means the amount of coverage that applies. Restrict means taking a disciplinary action that alters the Alter means to change the cellular structure of living tissue.