Assignment by Manager. The Parties agree that:
Assignment by Manager. Manager shall not assign or in any manner sell, Transfer, encumber or pledge as security for any indebtedness (or other obligation) any of its rights and interests as Manager hereunder to any Person whatsoever without the prior written consent of Owner (which approval may be granted or withheld in Owner’s sole and absolute discretion), provided that Manager may make any direct or indirect Transfer of ownership or other beneficial interests in Manager so long as such Transfer does not constitute a breach of the Xxxxxxxx Manager Control Requirements or violate applicable Gaming Laws or the terms of any Nevada Gaming License. Notwithstanding the generality of the foregoing:
(a) Manager may request in connection with an organizational restructuring of Manager that Owner consent to an assignment and assumption of this Agreement by the successor to Manager’s business, and Owner’s consent shall not be unreasonably withheld; provided that (i) assignment and assumption documentation reasonably satisfactory to Owner is completed by Manager and the successor to Manager’s business; (ii) such successor obtains and maintains a Nevada Gaming License and the other material licenses of Manager set forth herein that are required for the operation of the Property; (iii) the Xxxxxxxx Manager Control Requirements shall be and continue to be satisfied by the successor to Manager’s business; and (iv) Xxxxxxxx Entertainment shall remain liable under this Agreement and the Guaranty; and
(b) Manager shall have no right to encumber and pledge, as security for any loan or other indebtedness (or obligation) incurred by Manager and/or its Affiliates, Manager’s interest in the Management Fees and any other proceeds of Manager and its Affiliates under this Agreement without the prior written approval of Owner (which approval may be granted or withheld in Owner’s sole and absolute discretion); provided, however, Manager shall have the right to collaterally assign up to fifty percent (50%) of its interest in the Management Fees without Owner’s approval.
Assignment by Manager. Owner’s consent will not be required for Manager to assign any of its rights or interests as Manager hereunder to any parent, subsidiary or Affiliate of Manager, provided that any such assignee agrees to be bound by the terms and conditions of this Agreement. Manager may transfer this Agreement and its rights hereunder to a successor by merger or otherwise by law, provided that such successor acquires all of Manager’s rights in the use of the Brand and the System Marks and the right to participate in the benefits of the Brand Standards and the Reservation System.
Assignment by Manager. The Manager may assign its interest in this Agreement provided that it proves to the reasonable satisfaction of BoatCo that the assignee is a respectable, responsible and solvent person (which includes a corporation) capable of adequately carrying out the functions of the Manager pursuant to this Agreement.
Assignment by Manager. Except as herein provided, Manager shall not assign its rights and obligations under this Agreement without the approval of Owner. Manager shall have the right, without the consent of Owner, to assign its interest in this Agreement to (i) any Affiliate of Manager having full right, power and authority to provide to Owner all services and organizational expertise which Manager is required to provide hereunder, or (ii) any assignee who also acquires all, or substantially all, of the assets of Manager and assumes its obligations, provided such assignee is financially responsible and capable of performing the duties of Manager hereunder. In such latter event, Manager’s liability hereunder shall terminate upon such assignment, but in the event of such an assignment to an Affiliate of Manager, Manager shall continue to be liable under this Agreement to the same extent as though such assignment had not been made. Manager shall also have the right to assign its rights to receive payments hereunder as security for indebtedness or any other obligation.
Assignment by Manager. 15 15.3 Assignment by Redraw Facility Provider...................................................15
Assignment by Manager. The Manager will not assign or otherwise transfer the benefit of this Agreement or any of its rights, duties or obligations under this Agreement except to a substitute Manager which is appointed as a successor manager of the PUMA Trust under and in accordance with the Management Deed and which is acceptable to the Redraw Facility Provider (whose consent is not to be unreasonably withheld).
Assignment by Manager. Manager may Transfer this Agreement in whole or in part without Owner’s consent to: (i) an Affiliate; (ii) any successor or assignee of Manager resulting from any merger, consolidation or reorganization; or (iii) another Person that acquires all or substantially all of Manager’s business and assets. Manager will notify Owner as soon after a Transfer takes place as reasonably possible and, in connection therewith, Manager or the applicable transferee will provide evidence to Owner that such transferee has assumed the obligations of the “Manager” hereunder that have been so transferred. After a Transfer, Manager’s liability under this Agreement is terminated except when the Transfer is to an Affiliate, and except for any causes of action either party has against the other for matters occurring up to and through the date of such termination, whether resulting from nonpayment of fees, default or otherwise.
Assignment by Manager. Manager shall not assign, transfer or encumber this Agreement or any right or interest herein or hereunder voluntarily or by operation of law or in any other manner without the prior written consent of Owners, which may be withheld in their sole discretion.
Assignment by Manager. Manager shall not assign its rights or obligations under this Agreement without the consent of Operator.
