Common use of Assignment and Transfers to Owner Clause in Contracts

Assignment and Transfers to Owner. Upon the expiration or termination of this Agreement, Manager shall assign and transfer to Owner: 16.4.5.1 all leases and contracts to which Manager, CLC, or any of their Affiliates is a party, if any, (including collective bargaining agreements and pension plans, equipment leases, leases, licenses and concession agreements and maintenance and service contracts) in effect that relate exclusively to the Managed Facilities or the Owner Owned IP as of the date of expiration or termination of this Agreement which are assignable without third party consent or as to which consent to assignment may be and has been obtained without cost to Manager, and Owner shall, effective as of the date of such termination, assume all liabilities and obligations thereunder, and Owner shall confirm its assumption of such liabilities and obligations in writing; provided, that Manager shall provide to Owner a list of all contracts and agreements with CLC, and any Affiliates of Manager, and Manager shall assign, and Owner shall assume only such contracts and agreements between the Managed Facilities, on the one hand, and CLC or an Affiliate of Manager, on the other hand, as Owner shall elect (and Manager shall terminate, at Manager’s sole cost and expense) all Affiliate contracts and agreements not so assumed by Owner); 16.4.5.2 all of Manager’s right, title and interest in and to all Approvals, including liquor licenses, if any, held by Manager in connection with the Operation of the Managed Facilities, but only to the extent such assignment or transfer is permitted under Applicable Law; provided, that Owner shall reimburse Manager for any funds Manager has expended in obtaining any such Approvals (if not otherwise paid or reimbursed by Owner). In addition, if Manager or any Affiliate of Manager is the holder of any liquor license for the Managed Facilities which is not assignable to Owner or its designee upon termination of this Agreement, then, upon the request of Owner, Manager (or such Affiliate) shall enter into a temporary lease, license or such other agreement as may be permitted under Applicable Law to permit the continuous and uninterrupted sale of alcohol beverages at the Managed Facilities consistent with prior operations. In such event, Manager (or its Affiliate, if applicable) shall not be entitled to compensation in connection with such arrangement, but shall not incur any cost or liability in connection therewith and shall be named as an additional insured on any “dramshop” or other liability insurance pertaining to the sale of alcoholic beverages at the Managed Facilities. Any such temporary lease, license or other arrangement shall include an indemnification of Manager and its Affiliates from Owner and shall provide for the termination of all obligations of Manager and its Affiliates thereunder within one hundred twenty (120) days following the date of termination of this Agreement. In addition, to the extent permitted under Applicable Law, any other permits or licenses that may not be assigned to Owner shall be maintained by Manager for Owner’s benefit at Owner’s cost and expense until such time (but no later than one hundred twenty (120) days following the termination of this Agreement) as Owner may secure permits and licenses in its own name, subject to Owner’s provision of an indemnification of Manager and its Affiliates from Owner; and 16.4.5.3 all books and records of the Managed Facilities (but excluding any Manager Confidential Information); provided, that Manager may retain one or more archival copies of such books and records for Manager’s independent use.

Assignment and Transfers to Owner. Upon the expiration or termination of this Agreement, Manager shall assign and transfer to Owner: 16.4.5.1 all leases and contracts to which Manager, CLC, or any of their Affiliates Manager is a party, if any, (including collective bargaining agreements and pension plans, equipment leases, leases, licenses and concession agreements and maintenance and service contracts) in effect that relate exclusively with respect to the Managed Facilities or the Owner Owned IP as of the date of expiration or termination of this Agreement which are assignable without third party consent or as to which consent to assignment may be and has been obtained without cost to Manager, and Owner shall, effective as of the date of such termination, assume all liabilities and obligations thereunder, and Owner shall confirm its assumption of such liabilities and obligations in writing; provided, that Manager shall provide to Owner a list of all contracts and agreements with CLC, and any Affiliates of Manager, and Manager shall assign, and Owner shall assume only such contracts and agreements between the Managed Facilities, on the one hand, and CLC or an Affiliate of with Manager, on the other hand, ’s Affiliates as Owner shall elect (and Manager shall terminate, at Manager’s sole cost and expense) terminate all Affiliate contracts and agreements not so assumed by Owner); 16.4.5.2 all of Manager’s right, title and interest in and to all Approvals, including liquor licenses, if any, held by Manager in connection with the Operation of the Managed Facilities, but only to the extent such assignment or transfer is permitted under Applicable Law; provided, that Owner shall reimburse Manager for any funds Manager has expended in obtaining any such Approvals (if not otherwise paid or reimbursed by Owner). In addition, if Manager or any Affiliate of Manager is the holder of any liquor license for the Managed Facilities which is not assignable to Owner or its designee upon termination of this Agreement, then, upon the request of Owner, Manager (or such Affiliate) shall enter into a temporary lease, license or such other agreement as may be permitted under Applicable Law to permit the continuous and uninterrupted sale of alcohol beverages at the Managed Facilities consistent with prior operations. In such event, Manager (or its Affiliate, if applicable) shall not be entitled to compensation in connection with such arrangement, but shall not incur any cost or liability in connection therewith and shall be named as an additional insured on any “dramshop” or other liability insurance pertaining to the sale of alcoholic beverages at the Managed Facilities. Any such temporary lease, license or other arrangement shall include an indemnification of Manager and its Affiliates from Owner and shall provide for the termination of all obligations of Manager and its Affiliates thereunder within one hundred twenty (120) days following the date of termination of this Agreement. In addition, to the extent permitted under Applicable Law, any other permits or licenses that may not be assigned to Owner shall be maintained by Manager for Owner’s benefit at Owner’s cost and expense until such time (but no later than one hundred twenty (120) days following the termination of this Agreement) as Owner may secure permits and licenses in its own name, subject to Owner’s provision of an indemnification of Manager and its Affiliates from Owner; and 16.4.5.3 all books and records of the Managed Facilities (but excluding any Manager Confidential Information); provided, that Manager may retain one or more archival copies of such books and records for Manager’s independent use.

Assignment and Transfers to Owner. Upon the expiration or termination of this Agreement, Manager shall assign and transfer to Owner: 16.4.5.1 all leases and contracts to which Manager, CLC, or any of their Affiliates Manager is a party, if any, (including collective bargaining agreements and pension plans, equipment leases, leases, licenses and concession agreements and maintenance and service contracts) in effect that relate exclusively with respect to the Managed Facilities or the Owner Owned IP as of the date of expiration or termination of this Agreement which are assignable without third party consent or as to which consent to assignment may be and has been obtained without cost to Manager, and Owner shall, effective as of the date of such termination, assume all liabilities and obligations thereunder, and Owner shall confirm its assumption of such liabilities and obligations in writing; provided, that Manager shall provide to Owner a list of all contracts and agreements with CLC, and any Affiliates of Manager, and Manager shall assign, and Owner shall assume only such contracts and agreements between the Managed Facilities, on the one hand, and CLC or an Affiliate of with Manager, on the other hand, ’s Affiliates as Owner shall elect (and Manager shall terminate, at Manager’s sole cost and expense) terminate all Affiliate contracts and agreements not so assumed by Owner); 16.4.5.2 all of Manager’s right, title and interest in and to all Approvals, including liquor licenses, if any, held by Manager in connection with the Operation of the Managed Facilities, but only to the extent such assignment or transfer is permitted under Applicable Law; provided, that Owner shall reimburse Manager for any funds Manager has expended in obtaining any such Approvals (if not otherwise paid or reimbursed by Owner). In addition, if Manager or any Affiliate of Manager is the holder of any liquor license for the Managed Facilities which is not assignable to Owner or its designee upon termination of this Agreement, then, upon the request of Owner, Manager (or such Affiliate) shall enter into a temporary lease, license or such other agreement as may be permitted under Applicable Law to permit the continuous and uninterrupted sale of alcohol beverages at the Managed Facilities consistent with prior operations. In such event, Manager (or 702580413 11172554 57 its Affiliate, if applicable) shall not be entitled to compensation in connection with such arrangement, but shall not incur any cost or liability in connection therewith and shall be named as an additional insured on any “dramshop” or other liability insurance pertaining to the sale of alcoholic beverages at the Managed Facilities. Any such temporary lease, license or other arrangement shall include an indemnification of Manager and its Affiliates from Owner and shall provide for the termination of all obligations of Manager and its Affiliates thereunder within one hundred twenty (120) days following the date of termination of this Agreement. In addition, to the extent permitted under Applicable Law, any other permits or licenses that may not be assigned to Owner shall be maintained by Manager for Owner’s benefit at Owner’s cost and expense until such time (but no later than one hundred twenty (120) days following the termination of this Agreement) as Owner may secure permits and licenses in its own name, subject to Owner’s provision of an indemnification of Manager and its Affiliates from Owner; and 16.4.5.3 all books and records of the Managed Facilities (but excluding any Manager Confidential Information); provided, that Manager may retain one or more archival copies of such books and records for Manager’s independent use.