Common use of System Mark Litigation Clause in Contracts

System Mark Litigation. (a) Manager, IHG and each other Guarantor ▇▇▇▇l hold Owner and its Affiliates harmless from and indemnify and defend Owner and its Affiliates against any and all costs and expenses incurred by Owner or its Affiliates (including, without limitation, attorneys' fees reasonably incurred), arising out of the use of System Marks at or in connection with the operation of the Hotels by Owner or its designees pursuant to the terms of this Agreement or by Manager or its Affiliates. (b) In the event a Hotel, Owner or Manager is the subject of any litigation or action brought by any party seeking to claim rights in or to restrain the use of any System Mark used by Manager in connection with the Hotel, then, provided Own▇▇ ▇s a party to such litigation or action and further provided that Manager shall have provided to Owner either a guaranty in form and substance reasonably satisfactory to Owner with respect to Manager's obligations under Section 12.3(a) or collateral to secure Manager's obligations under Section 12.3 (a) reasonably satisfactory to Owner, the conduct of any suit whether brought by Manager or instituted against Owner and/or Manager shall be under the absolute control of counsel nominated and retained by Manager notwithstanding that Manager may not be a party to such suit. (c) The Owner shall not bring suit against any user of any System Mark alleging or asserting any claim based on Owner's right, title or ▇▇▇erest as of the Effective Date in any System Mark. (d) The terms of this Section 12.3 shall survive the ▇▇▇▇ration or earlier termination of this Agreement.

System Mark Litigation. (a) Manager, IHG and each other Guarantor ▇▇▇▇l ll hold Owner and its Affiliates harmless from and indemnify and defend Owner and its Affiliates against any and all costs and expenses incurred by Owner or its Affiliates (including, without limitation, attorneys' fees reasonably incurred), arising out of the use of System Marks at or in connection with the operation of the Hotels by Owner or its designees pursuant to the terms of this Agreement or by Manager or its Affiliates. (b) In the event a Hotel, Owner or Manager is the subject of any litigation or action brought by any party seeking to claim rights in or to restrain the use of any System Mark used by Manager in connection with the Hotel, then, provided OwnOw▇▇▇ ▇s is a party to such litigation or action and further provided that Manager shall have provided to Owner either a guaranty in form and substance reasonably satisfactory to Owner with respect to Manager's obligations under Section 12.3(a) or collateral to secure Manager's obligations under Section 12.3 (a) reasonably satisfactory to Owner, the conduct of any suit whether brought by Manager or instituted against Owner and/or Manager shall be under the absolute control of counsel nominated and retained by Manager notwithstanding that Manager may not be a party to such suit. (c) The Owner shall not bring suit against any user of any System Mark alleging or asserting any claim based on Owner's right, title or o▇ ▇▇▇erest terest as of the Effective Date in any System Mark. (d) The terms of this Section 12.3 shall survive the ▇▇▇▇ration iration or earlier termination of this Agreement.

System Mark Litigation. (a) Manager, IHG and each other Guarantor sh▇▇▇▇l ▇ hold Owner and its Affiliates harmless from and indemnify and defend Owner and its Affiliates against any and all costs and expenses incurred by Owner or its Affiliates (including, without limitation, attorneys' fees reasonably incurred), arising out of the use of System Marks at or in connection with the operation of the Hotels by Owner or its designees pursuant to the terms of this Agreement or by Manager or its Affiliates. (b) In the event a Hotel, Owner or Manager is the subject of any litigation or action brought by any party seeking to claim rights in or to restrain the use of any System Mark used by Manager in connection with the Hotel, then, provided OwnOwne▇ ▇▇ ▇s a party to such litigation or action and further provided that Manager shall have provided to Owner either a guaranty in form and substance reasonably satisfactory to Owner with respect to Manager's obligations under Section SECTION 12.3(a) or collateral to secure Manager's obligations under Section 12.3 (aSECTION 12.3(a) reasonably satisfactory to Owner, the conduct of any suit whether brought by Manager or instituted against Owner and/or Manager shall be under the absolute control of counsel nominated and retained by Manager notwithstanding that Manager may not be a party to such suit. (c) The Owner shall not bring suit against any user of any System Mark alleging or asserting any claim based on Owner's right, title or ▇▇▇erest ▇rest as of the Effective Date in any System Mark. (d) The terms of this Section SECTION 12.3 shall survive the ex▇▇▇▇ration tion or earlier termination of this Agreement.