Common use of Reservation Systems Clause in Contracts

Reservation Systems. (a) Each of Holdings, Polo Holdings, the Borrower and the other Subsidiaries has filed all applicable documents with the appropriate Governmental Authorities required with respect to the Reservation System(s), and the operation of the Reservation System(s) do not violate any Time Share Laws or any other law of any state or foreign country in which owners of Points Based Time Share Interests are located, in each case except to the extent that could not reasonably be expected to result in a Material Adverse Effect. (b) To the knowledge of Holdings, Polo Holdings and the Borrower, neither the ATLAS software application nor any other software application(s) used for the Reservation System(s) interferes with, infringes upon, misappropriates or otherwise comes into conflict with any intellectual property, proprietary or other rights of third parties, and none of Holdings, Polo Holdings or the Borrower has received or become aware of any charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation (including any claim that any Subsidiary must license or refrain from using any intellectual property rights of any third party), except to the extent that could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of Holdings, Polo Holdings and the Borrower, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any intellectual property rights of Polo Holdings, the Borrower or any other Subsidiary with respect to the ATLAS software application. (c) The ratio of (i) the total number of Points sold to customers to (ii) the total number of Points allocable to available space in Points Based Time Share Resorts and available in the Reservation System(s) does not exceed 1.0 to 1.0, consistent with applicable law and subject to Schedule 3.26(a).