Administration and Management of IP Holdco. To the extent that any Licensed IP is owned by IP Holdco (such Licensed IP, the “Subsidiary-Owned IP”), Manager shall perform, in accordance with and subject to Section 2.3 and Section 2.6 herein, for the benefit of IP Holdco, all duties and observe all obligations with respect to such Subsidiary-Owned IP that Manager would be obligated to perform under this Article VI for the benefit of Owner if such Subsidiary-Owned IP were Owned IP (including, without limitation, the duties to maintain the registration and policing of such Subsidiary-Owned IP to the same extent as if Owner owned such Licensed IP), and IP Holdco shall be a third-party beneficiary hereof solely for such purposes. Manager hereby acknowledges that it has no right, title or interest in or to the Subsidiary-Owned IP and any confidential or non-public Subsidiary-Owned IP shall be treated in all respects as proprietary information of IP Holdco consistent with Manager’s obligations in respect of the Owned IP and Licensed IP generally. In addition to the foregoing, Manager shall, at the sole cost and expense of Owner, to the extent funds are provided for such purpose, and to the extent Owner has any of the following rights or duties, be responsible for the following actions of Owner, on Owner’s behalf with respect to IP Holdco: (a) selecting and appointing any managers or directors required to be appointed under, and in accordance with the requirements of, IP Holdco’s organizational documents; (b) negotiating on behalf of, and performing IP Holdco’s obligations as licensor under, each of the license agreements to which it is a party as licensor (including, without limitation, any reporting obligations); (c) exercising IP Holdco’s rights under such license agreements (including, without limitation, in connection with any termination of such license agreements); (d) maintaining proper books of account and complete records of all transactions undertaken or performed by or on behalf of IP Holdco as well as all other books and records required to be maintained by IP Holdco under applicable law or the license agreements to which it is a party (including financial statements), cooperating in all audits of IP Holdco, and providing access to such books and records on behalf of Owner to any third parties to the extent required under the Loan Documents or any documents to which IP Holdco is a party; (e) preparing, or causing its third-party tax advisors to prepare, any tax returns or tax reporting statements of IP Holdco required under applicable law; (f) convening meetings of IP Holdco’s beneficial interest holders and or directors, from time to time, as may be required under the laws of State of Nevada or IP Holdco’s organizational documents and to prepare, circulate and publish the agenda for any such meetings and any papers to be considered at such meetings; (g) generally attending to all routine matters touching or concerning the affairs of IP Holdco including the making and keeping of all returns and records required to be made and kept under IP Holdco’s organizational documents to the extent not maintained by the owner trustee on its behalf; (h) providing facilities for the safekeeping of all documents, securities and other valuable instruments and taking due care of all such documents, securities and other valuable instruments; (i) dealing with and replying to all correspondence and other communications directed to IP Holdco;
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Samples: Management Agreement (Station Casinos LLC), Management Agreement (Station Casinos LLC), Management Agreement (Station Casinos LLC)
Administration and Management of IP Holdco. To the extent that any Licensed IP is owned by IP Holdco (such Licensed IP, the “Subsidiary-Owned IP”), Manager shall perform, in accordance with and subject to Section 2.3 and Section 2.6 herein, for the benefit of IP Holdco, all duties and observe all obligations with respect to such Subsidiary-Owned IP that Manager would be obligated to perform under this Article VI for the benefit of Owner if such Subsidiary-Owned IP were Owned IP (including, without limitation, the duties to maintain the registration and policing of such Subsidiary-Owned IP to the same extent as if Owner owned such Licensed IP), and IP Holdco shall be a third-party beneficiary hereof solely for such purposes. Manager hereby acknowledges that it has no right, title or interest in or to the Subsidiary-Owned IP and any confidential or non-public Subsidiary-Owned IP shall be treated in all respects as proprietary information of IP Holdco consistent with Manager’s obligations in respect of the Owned IP and Licensed IP generally. In addition to the foregoing, Manager shall, at the sole cost and expense of Owner, to the extent funds are provided for such purpose, and to the extent Owner has any of the following rights or duties, be responsible for the following actions of Owner, on Owner’s behalf with respect to IP Holdco:
(a) selecting and appointing an owner trustee to act on behalf of IP Holdco and selecting and appointing any managers or directors required to be appointed under, and in accordance with the requirements of, IP Holdco’s organizational documents;
(b) negotiating on behalf of, and performing IP Holdco’s obligations as licensor under, each of the license agreements to which it is a party as licensor (including, without limitation, any reporting obligations);
(c) exercising IP Holdco’s rights under such license agreements (including, without limitation, in connection with any termination of such license agreements);
(d) maintaining proper books of account and complete records of all transactions undertaken or performed by or on behalf of IP Holdco as well as all other books and records required to be maintained by IP Holdco under applicable law or the license agreements to which it is a party (including financial statements), cooperating in all audits of IP Holdco, and providing access to such books and records on behalf of Owner to any third parties to the extent required under the Loan Documents or any documents to which IP Holdco is a party;
(e) preparing, or causing its third-party tax advisors to prepare, any tax returns or tax reporting statements of IP Holdco required under applicable law;
(f) convening meetings of IP Holdco’s beneficial interest holders and or directors, from time to time, as may be required under the laws of State of Nevada or IP Holdco’s organizational documents and to prepare, circulate and publish the agenda for any such meetings and any papers to be considered at such meetings;
(g) generally attending to all routine matters touching or concerning the affairs of IP Holdco including the making and keeping of all returns and records required to be made and kept under IP Holdco’s organizational documents to the extent not maintained by the owner trustee on its behalf;
(h) providing facilities for the safekeeping of all documents, securities and other valuable instruments and taking due care of all such documents, securities and other valuable instruments;
(i) dealing with and replying to all correspondence and other communications directed to IP Holdco;
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Samples: Management Agreement (Station Casinos LLC), Management Agreement (Station Casinos LLC)
Administration and Management of IP Holdco. To the extent that any Licensed IP is owned by IP Holdco (such Licensed IP, the “Subsidiary-Owned IP”), Manager shall perform, in accordance with and subject to Section 2.3 and Section 2.6 herein, for the benefit of IP Holdco, all duties and observe all obligations with respect to such Subsidiary-Owned IP that Manager would be obligated to perform under this Article VI for the benefit of Owner if such Subsidiary-Owned IP were Owned IP (including, without limitation, the duties to maintain the registration and policing of such Subsidiary-Owned IP to the same extent as if Owner owned such Licensed IP), and IP Holdco shall be a third-party beneficiary hereof solely for such purposes. Manager hereby acknowledges that it has no right, title or interest in or to the Subsidiary-Owned IP and any confidential or non-public Subsidiary-Owned IP shall be treated in all respects as proprietary information of IP Holdco consistent with Manager’s obligations in respect of the Owned IP and Licensed IP generally. In addition to the foregoing, Manager shall, at the sole cost and expense of Owner, to the extent funds are provided for such purpose, and to the extent Owner has any of the following rights or duties, be responsible for the following actions of Owner, on Owner’s behalf with respect to IP Holdco:
(a) selecting and appointing any managers or directors required to be appointed under, and in accordance with the requirements of, IP Holdco’s organizational documents;
(b) negotiating on behalf of, and performing IP Holdco’s obligations as licensor under, each of the license agreements to which it is a party as licensor (including, without limitation, any reporting obligations);
(c) exercising IP Holdco’s rights under such license agreements (including, without limitation, in connection with any termination of such license agreements);
(d) maintaining proper books of account and complete records of all transactions undertaken or performed by or on behalf of IP Holdco as well as all other books and records required to be maintained by IP Holdco under applicable law or the license agreements to which it is a party (including financial statements), cooperating in all audits of IP Holdco, and providing access to such books and records on behalf of Owner to any third parties to the extent required under the Loan Documents or any documents to which IP Holdco is a party;
(e) preparing, or causing its third-party tax advisors to prepare, any tax returns or tax reporting statements of IP Holdco required under applicable law;
(f) convening meetings of IP Holdco’s beneficial interest holders and or directors, from time to time, as may be required under the laws of State of Nevada or IP Holdco’s organizational documents and to prepare, circulate and publish the agenda for any such meetings and any papers to be considered at such meetings;
(g) generally attending to all routine matters touching or concerning the affairs of IP Holdco including the making and keeping of all returns and records required to be made and kept under IP Holdco’s organizational documents to the extent not maintained by the owner trustee on its behalf;
(h) providing facilities for the safekeeping of all documents, securities and other valuable instruments and taking due care of all such documents, securities and other valuable instruments;
(i) dealing with and replying to all correspondence and other communications directed to IP Holdco;
(j) causing IP Holdco to (i) keep in full effect its existence, rights and franchises as a Nevada limited liability company; and (ii) observe and comply in all material respects with (1) all laws applicable to it, and (2) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated thereby (including, without limitation, arranging for the payment of all franchise taxes and doing business taxes as may be required to be paid by IP Holdco under applicable law), and taking all other steps as are necessary to maintain IP Holdco in good standing under the laws of the State of Nevada;
(k) ensuring that IP Holdco is operated in accordance with all provisions designed to maintain its separate existence from Owner and Owner’s other Affiliates and refraining from taking any actions that would cause IP Holdco to engage in any business other than that permitted under its organizational documents;
(l) keeping confidential all Confidential Information relating to the business of IP Holdco and not disclosing any of the aforesaid without the prior consent of IP Holdco and Owner unless Manager shall be required so to disclose pursuant to any law or regulation; and
(m) taking any and all ancillary actions as may be necessary to effect the foregoing obligations of Manager for the benefit of IP Holdco; provided, however, notwithstanding the foregoing, (i) Manager’s rights remain subject to all of the terms, conditions and limitations set forth in this Agreement, (ii) Manager and Owner hereby agree that Manager’s right to implement any decision or recommendation shall expressly remain subject to Owner’s prior written approval, and (iii) Owner may revoke any one or more of the rights granted to Manager pursuant to this Section 6.4; provided, however, that Owner shall not revoke Manager’s rights granted herein to such a degree that Manager is unable to perform its duties as described herein in accordance with the Operating Standard.
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