Common use of Separate Operations Clause in Contracts

Separate Operations. (a) Licensee will operate the Vacation Ownership Business and related businesses as owned and/or operated by Bluegreen and its Subsidiaries at the Bluegreen Effective Time (the “Bluegreen Business”) as a Separate Operation; provided, however, that Licensee shall not be prohibited from holding the Bluegreen Business in a Subsidiary that uses the Licensed Marks as a corporate, trade or d/b/a name. (b) The Parties agree to use good faith efforts to modify the scope of the defined term “Separate Operation” and memorialize the terms of any such modifications in an amendment to the Existing Agreement. For the avoidance of doubt, if the Parties are unable to develop mutually acceptable modifications pursuant to this Section 1.1(b), Licensee will continue to operate the Bluegreen Business as a Separate Operation pursuant to Section 1.1(a).