Common use of Manager’s Marks Clause in Contracts

Manager’s Marks. The Authority agrees to recognize the exclusive right of ownership of Manager to all. Manager's service marks, trademarks, copyrights, trade names, patents or other similar rights or registrations now or hereafter held or applied for in connection therewith (collectively, the "Manager's Marks"), provided that Manager shall claim no ownership of any marks including the names "Mohawk" or "St. Regis." The Authority hereby disclaims any right or interest in Manager's Marks, regardless of any legal protection afforded thereto. The Authority acknowledges that all of Manager's Marks might not be used in connection with the Gaming Enterprise, and Manager shall have sole discretion to determine which Manager's Marks shall be so used. The Authority covenants that in the event of termination, cancellation or expiration of this Agreement, whether as a result of a default by Manager or otherwise, the Authority shall not hold itself out as, or continue operation of the Gaming Enterprise as Manager's casino nor will it utilize any of Manager's Marks or any variant thereof in the operation of its Gaming Facility. The Authority agrees that Manager or its representative may, at any reasonable time thereafter, enter the Gaming Facility for the sole purpose of removing all signs, furnishings, printed material, emblems, slogans or other distinguishing characteristics which are now or hereafter may be connected or identified with Manager's or which carry any Manager's ▇▇▇▇. Such removal shall be accomplished in a manner which leaves the premises in a condition suitable for appropriate commercial use. The Authority shall not use the Manager's name, or any variation thereof, directly or indirectly, in connection with (a) a private placement or public sale of securities or other comparable means of financing or (b) press releases and other public communications, without the prior written approval of Manager. The Authority and Manager hereby agree that in the event the Authority and/or Manager is (are) the subject of any litigation or action brought by a party seeking to restrain the use, for or with respect to the Gaming Enterprise, by the Authority and/or Manager of any Manager's ▇▇▇▇ used by Manager for or in connection with the Gaming Enterprise, any such litigation or action shall be defended entirely at the expense of Manager, notwithstanding that Manager may not be named as a party thereto. In the event the Authority desires to bring suit against any user of any Manager's ▇▇▇▇, seeking to restrain such user from using any Manager's ▇▇▇▇, then such suit shall be brought only with the consent of Manager and at the expense of the Authority notwithstanding that such user may be a prior or subsequent user. In all cases the conduct of any suit whether brought by the Authority and/or Manager or instituted against the Authority and/or Manager shall be under the absolute control of the Manager notwithstanding that Manager may not be a party to such suit. The Authority, at its sole cost, shall have the right to engage its own legal counsel and the Authority's own counsel shall have the right to non-controlling participation in any such

Manager’s Marks. The Authority agrees to recognize the exclusive right of ownership of Manager to all. all Manager's service marks, trademarks, copyrights, trade names, patents or designs, logos, company name, fictitious business name, trade styles and/or other similar rights or registrations sources and/or business identifiers and applications pertaining thereto, including, without limitation, the use of the marks "Monticello Race Track" now or hereafter held or applied for in connection therewith (collectively, the "Manager's MarksMANAGER'S MARKS"), provided that Manager shall claim no ownership of any marks including of the names "Mohawk" or "St. Regis." Authority's marks. The Authority hereby disclaims any right or interest in Manager's Marks, regardless of any legal protection afforded thereto. The Authority acknowledges that all of Manager's Marks might not be used in connection with the Gaming Enterprise, and Manager shall have sole discretion to determine which Manager's Marks shall be so used, provided, however, that Manager's Marks shall not be used at the Gaming Facility without the prior approval of the Authority, such approval not to be unreasonably withheld. The Authority covenants that in the event of termination, cancellation or expiration of this Agreement, whether as a result of a default by Manager or otherwise, the Authority shall not hold itself out as, or continue operation of the Gaming Enterprise as Manager's casino nor will it utilize any of Manager's Marks or any variant thereof in the operation of its Gaming Facility. The Authority agrees that Manager or its representative may, at any reasonable time thereafter, enter the Gaming Facility for the sole purpose of removing all signs, furnishings, printed material, emblems, slogans or other distinguishing characteristics which are now or hereafter may be connected or identified with Manager's or which carry any of Manager's ▇▇▇▇Marks. Such removal shall be accomplished in a manner which that leaves the premises in a condition suitable for appropriate commercial use. The Authority shall not use the Manager's name, or any variation thereof, directly or indirectly, in connection with (a) a private placement or public sale of securities or other comparable means of financing or (b) press releases and other public communications, without the prior written approval of Manager. The Authority and Manager hereby agree that in In the event the Authority and/or Manager is (are) the subject of any litigation or action brought by a party seeking to restrain the use, for or with respect to the Gaming Enterprise, by the Authority and/or Manager of any of Manager's ▇▇▇▇ Marks used by Manager for or in connection with the Gaming Enterprise, any such litigation or action shall be defended entirely at the expense of Manager, notwithstanding that Manager may not be named as a party thereto. In the event the Authority desires to bring suit against any user of any of Manager's ▇▇▇▇Marks, seeking to restrain such user from using any of Manager's ▇▇▇▇Marks, then such suit shall be brought only with the consent of Manager and at the expense of the Authority Authority, notwithstanding that such user may be a prior or subsequent user. In all cases the conduct of any suit whether brought by the Authority and/or Manager or instituted against the Authority and/or Manager shall be under the absolute control of the Manager Manager, notwithstanding that Manager may not be a party to such suit. The Authority, at its sole cost, shall have the right to engage its own legal counsel and the Authority's own counsel shall have the right to non-controlling participation in any suchsuch litigation. The Authority shall have the right at any time during the course of such litigation to withdraw from participation therein.