Excluded Property; Centralized Services Sample Clauses

Excluded Property; Centralized Services. Except as otherwise provided in Section 2.6(c) or elsewhere in this Agreement, Manager shall not be required to, directly or indirectly, provide to Owner any information, data or inspection of any of the following which is used both at the Hotel and at other properties managed by Manager or its Affiliates, as applicable, and not used at properties which are not so managed, all of which is and shall remain property of Manager or its Affiliates, as applicable: proprietary operating practices; proprietary software; trade secrets; proprietary player tracking systems (including the Boarding Pass Program); brand-wide customer promotions; employee compensation (unless Owner is responsible for paying all or any part of the same) or other similar competitive information (the rights of Manager and its Affiliates to any of the foregoing, “Proprietary Rights”). Except to the extent (a) required in order for Manager to perform its obligations under this Agreement to provide Services to Owner, or (b) expressly provided in this Agreement or the License Agreement, Owner shall not have any use of or rights in any trademarks (including any Licensed Marks (as defined in the License Agreement)), other intellectual property, general intangibles, player tracking or reservation services used by Manager in connection with the management of the Hotel, all of which shall remain the sole property of Manager or its Affiliates, as applicable. Without limiting Manager’s obligations to provide Exclusive Hotel Data under Section 2.6(c) and to provide the Services (including Shared Services), Owner agrees that neither Manager’s obligations under Section 2.2, nor Manager’s obligations to provide Services creates in favor of Owner any rights in, and Owner shall not at any time have any rights in, use of or access to the Boarding Pass Program, any other customer-affinity programs operated by Manager and/or its Affiliates, any brand-wide promotions operated by Manager and/or its Affiliates, any brand-wide progressive games operated by Manager and/or its Affiliates, or any other proprietary promotions or systems, that are used commonly by other hotels and casinos operated by Manager and/or its Affiliates and are not used by hotels and casinos which are not so operated; provided, however, that (i) Owner may, at its election, continue to participate in the Boarding Pass Program during the Operating Term (and, if Owner so elects, Manager and/or its Affiliates shall make the Boarding Pass Program ...
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Excluded Property; Centralized Services

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

  • Disposition Services The Manager shall:

  • Acquisition, Sale and Maintenance No Borrower shall acquire or accept any Inventory on consignment or approval, and shall take all steps to assure that all Inventory is produced in accordance with Applicable Law, including the FLSA. No Borrower shall sell any Inventory on consignment or approval or any other basis under which the customer may return or require a Borrower to repurchase such Inventory. Borrowers shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all Applicable Law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations where any Collateral is located.

  • Excluded Services The parties hereto expressly acknowledge that the provision of all professional services, including but not limited to, dental services by the P.C., shall be separate and independent from the provision of administrative, fiscal and support services by VFD, and the P.C. shall be solely and exclusively responsible for all professional dental services rendered to patients of the Practice. Without limiting the generality of the foregoing, the parties acknowledge that the P.C. shall be solely responsible for setting all professional standards of the Practice and shall be responsible for the employment and discharge of all Professional Personnel.

  • Site Visits and Inspections; Regulatory Examinations During the term of this Agreement, authorized representatives of the Fund may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Fund under or pursuant to this Agreement. Such inspections shall be conducted at the Fund’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Fund shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Fund shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Fund and to other clients. The Transfer Agent shall have the right to immediately require the removal of any Fund representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the Fund’s representatives to execute a confidentiality agreement before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to the Fund’s governmental regulators, at the Fund’s expense, solely to (i) the Fund’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to the Fund under the Agreement.

  • PROJECT SERVICES Landlord shall furnish services as follows:

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

  • Support Services Other than the assistance provided in the Information, the BNPP Entities do not offer any support services in connection with the Software.

  • Access to Properties Subject to the rights of Tenants, Borrower shall permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice.

  • Personnel, Office Space, and Facilities of Manager The Manager at its own expense shall furnish or provide and pay the cost of such office space, office equipment, office personnel, and office services as the Manager requires in the performance of its investment advisory and other obligations under this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.