Vistana. Vistana hereby represents and warrants or covenants and agrees, as appropriate, that the facts presented and the representations made in the Tax Materials, to the extent they both (i) are descriptive of the Vistana Group (including the business purposes for the Distribution described in the Tax Materials to the extent that they relate to the Vistana Group and the plans, proposals, intentions and policies of the Vistana Group after the Effective Time), and (ii) relate to the actions or non-actions of the Vistana Group to be taken (or not taken, as the case may be) after the Effective Time, are, or will be from the time presented or made through and including the Effective Time (and thereafter as relevant) true, correct and complete in all respects. Iris hereby represents and warrants or covenants and agrees, as appropriate, that the facts presented and the representations made in the Tax Materials, with the consent of Iris, to the extent descriptive of the Iris Group at any time (including the plans, proposals, intentions and policies of the Iris Group at any time) are, or will be from the time presented or made through and including the Effective Time (and thereafter as relevant), true, correct and complete in all respects.
Vistana. The assignment by Vistana WGV Investment, Ltd. to Vistana WGV Investment, Inc. (pursuant to the conversion of Vistana WGV Investment, Ltd. from a Florida limited partnership to a Florida corporation) of all of its rights, obligations and responsibilities as a Limited Partner in the Partnership is hereby consented to by the General Partner, and Vistana is hereby substituted as a Limited Partner for Vistana WGV Investment, Ltd. effective as of the beginning of business on January 1, 1998. Vistana hereby affirms that it has assumed all of the rights, obligations and responsibilities of Vistana WGV Investment, Ltd. as a Limited Partner in the Partnership as of the beginning of business on January 1, 1998, and Vistana further agrees to be bound by all of the terms and conditions of the Partnership Agreement as amended hereby.
Vistana. During the Term, Vistana hereby agrees that neither it nor any Vistana Affiliate shall enter into any other development agreement relating to Multi-Hotel Brand Name Vacation Resorts in North America of a similar nature to this Agreement with any other person or entity engaged (directly or through an Affiliate) in the acquisition, development, sale and management of Multi-Hotel Brand Name hotels or resorts. During the Term, Vistana further agrees that neither it nor any Vistana Affiliate shall: (i) acquire, develop, operate, manage or sell any Vacation Resort in North America under any Multi-Hotel Brand Name (other than the PHI Brand Names), or (ii) acquire, develop, operate, manage or sell a Vacation Resort under the Vistana Name within any of the Selected Markets without first offering PHI the opportunity jointly to develop such Vacation Resort pursuant to Section 6 hereof. Notwithstanding the foregoing, no provision of this Agreement shall limit, restrict or prohibit, in any manner, Vistana or any Vistana Affiliates from (x) conducting its Non- Multi-Hotel Brand Business in any manner it determines in its sole discretion to be necessary or advantageous to it, (y) conducting its Vistana Name business in areas outside the Selected Markets, or operating, managing or selling a Vistana Name Vacation Resort existing as of the date hereof or acquired or developed hereafter in accordance with the terms of this Agreement within a Selected Market, or (z) developing, operating, marketing, managing or selling any Vacation Resort to the extent not expressly restricted hereby.
Vistana. Vistana hereby indemnifies and holds harmless PHI and its officers, directors, employees, representatives and Affiliates ("PHI Indemnitees") against and in respect of any Claims incurred or expended by PHI Indemnitees that arise from or in connection with any breach or inaccuracy of any representation or warranty made by Vistana hereunder or in connection with any litigation, conflicts, disputes or alleged violations of any contracts to which Vistana is a party as of the date hereof.
Vistana. Vistana will receive its interest in the Partnership in ------- exchange for its services rendered in anticipation of the formation of the Partnership including, but not limited to, the negotiation of the terms of the Purchase Documents. The capital account of Vistana shall be credited in the amount of zero dollars ($0.00) by reason of its initial contribution hereunder.
Vistana. Vistana hereby indemnifies and holds harmless PGA and its officers, directors, employees, representatives and Affiliates ("PGA Indemnitees") against and in respect of any Claims incurred or expended by PGA Indemnitees that arise from or in connection with any breach or inaccuracy of any representation or warranty made by Vistana hereunder or in connection with any litigation, conflicts, disputes or alleged violations of any contracts to which Vistana is a party as of the date hereof.
