Common use of Assignment and Transfers to Tenant Clause in Contracts

Assignment and Transfers to Tenant. Upon the expiration or termination of this Agreement or the termination of Manager in accordance with the terms of this Agreement (giving effect to any Transition Period), Manager shall assign and transfer to Tenant (or Tenant’s designee): 16.3.4.1 all leases and contracts to which Manager, Caesars IP Holder or any of their Affiliates is a party (including collective bargaining agreements and pension plans, equipment leases, subleases, licenses and concession agreements and maintenance and service contracts), if any, in effect that relate to the Managed Facility (excluding any Intellectual Property other than Property Specific IP or Property Specific Guest Data) as of the date of expiration or termination of this Agreement or termination of Manager, as applicable, which are assignable without third party consent or as to which consent to assignment may be and has been obtained without out-of-pocket cost to Manager, and Tenant shall, effective as of the date of such expiration or termination of this Agreement or such termination of Manager, as applicable, assume all liabilities and obligations thereunder, and Tenant shall confirm its assumption of such liabilities and obligations in writing. To the extent any lease or contract to which Manager, Caesars IP Holder or any of their Affiliates is a party relates to the Managed Facility (excluding any Intellectual Property other than Property Specific IP or Property Specific Guest Data) but does not relate exclusively to the Managed Facility (excluding any Intellectual Property other than Property Specific IP or Property Specific Guest Data) as of the date of expiration or termination of this Agreement or termination of Manager, as applicable, Manager (or its applicable Affiliate) shall (i) arrange for assignment and transfer to Tenant of those terms of such agreement that relate solely to the Managed Facility (excluding any Intellectual Property other than Property Specific IP or Property Specific Guest Data) or (ii) enter into an agreement with Tenant that will facilitate the continuous operation of the Managed Facility (including use of the Property Specific IP and Property Specific Guest Data in connection with the Operation thereof) in substantially the same manner as operated prior to the expiration or termination of this Agreement or the termination of Manager, as applicable; 16.3.4.2 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 Facility, but only to the extent such assignment or transfer is permitted under Applicable Law; provided that Tenant shall reimburse Manager for any funds Manager has expended in obtaining any such Approvals (if not otherwise paid or reimbursed by Tenant). In addition, if Manager or any Affiliate of Manager is the holder of any liquor license for the Managed Facility which is not assignable to Tenant or its designee upon termination of this Agreement or upon termination of Manager, as applicable, then, upon the request of Tenant, 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 alcoholic beverages at the Managed Facility 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 Facility. Any such temporary lease, license or other arrangement shall include an indemnification of Manager and its Affiliates from Tenant 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 or termination of Manager, as applicable. In addition, to the extent permitted under Applicable Law, any other permits or licenses that may not be assigned to Tenant shall be maintained by Manager for Tenant’s benefit at Tenant’s cost and expense until such time (but no later than one hundred twenty (120) days following the termination of this Agreement) as Tenant may secure permits and licenses in its own name, subject to Tenant’s provision of an indemnification of Manager and its Affiliates from Tenant; and 16.3.4.3 all books and records of the Managed Facility (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 Tenant. Upon the expiration or termination of this Agreement or the termination of Manager in accordance with the terms of this Agreement (giving effect to any Transition Period), Manager shall assign and transfer to Tenant (or Tenant’s designee): 16.3.4.1 all leases and contracts to which Manager, Caesars IP Holder or any of their Affiliates is a party (including collective bargaining agreements and pension plans, equipment leases, subleases, licenses and concession agreements and maintenance and service contracts), if any, in effect that relate to the Managed Facility Facilities (excluding any Intellectual Property other than Property Specific IP or Property Specific Guest Data) as of the date of expiration or termination of this Agreement or termination of Manager, as applicable, which are assignable without third party consent or as to which consent to assignment may be and has been obtained without out-of-pocket cost to Manager, and Tenant shall, effective as of the date of such expiration or termination of this Agreement or such termination of Manager, as applicable, assume all liabilities and obligations thereunder, and Tenant shall confirm its assumption of such liabilities and obligations in writing. To the extent any lease or contract to which Manager, Caesars IP Holder or any of their Affiliates is a party relates to the Managed Facility Facilities (excluding any Intellectual Property other than Property Specific IP or Property Specific Guest Data) but does not relate exclusively to the Managed Facility Facilities (excluding any Intellectual Property other than Property Specific IP or Property Specific Guest Data) as of the date of expiration or termination of this Agreement or termination of Manager, as applicable, Manager (or its applicable Affiliate) shall (i) arrange for assignment and transfer to Tenant of those terms of such agreement that relate solely to the Managed Facility Facilities (excluding any Intellectual Property other than Property Specific IP or Property Specific Guest Data) or (ii) enter into an agreement with Tenant that will facilitate the continuous operation of the Managed Facility Facilities (including use of the Property Specific IP and Property Specific Guest Data in connection with the Operation thereof) in substantially the same manner as operated prior to the expiration or termination of this Agreement or the termination of Manager, as applicable; 16.3.4.2 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 FacilityFacilities, but only to the extent such assignment or transfer is permitted under Applicable Law; provided that Tenant shall reimburse Manager for any funds Manager has expended in obtaining any such Approvals (if not otherwise paid or reimbursed by Tenant). In addition, if Manager or any Affiliate of Manager is the holder of any liquor license for the Managed Facility Facilities which is not assignable to Tenant or its designee upon termination of this Agreement or upon termination of Manager, as applicable, then, upon the request of Tenant, 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 alcoholic beverages at the Managed Facility 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 FacilityFacilities. Any such temporary lease, license or other arrangement shall include an indemnification of Manager and its Affiliates from Tenant 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 or termination of Manager, as applicable. In addition, to the extent permitted under Applicable Law, any other permits or licenses that may not be assigned to Tenant shall be maintained by Manager for Tenant’s benefit at Tenant’s cost and expense until such time (but no later than one hundred twenty (120) days following the termination of this Agreement) as Tenant may secure permits and licenses in its own name, subject to Tenant’s provision of an indemnification of Manager and its Affiliates from Tenant; and 16.3.4.3 all books and records of the Managed Facility 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.