Common use of Assignment by Manager without Consent Clause in Contracts

Assignment by Manager without Consent. Notwithstanding the provisions of Section 11.2.1, Manager shall have the right, without Tenant’s, Lease Guarantor’s or Landlord’s consent, to assign its right, title and interest in and to this Agreement to CEC (or, following a Substantial Transfer by CEC pursuant to Section 11.3.3, the successor Lease Guarantor) or any Affiliate of Manager that is directly or indirectly wholly owned by CEC (or such successor Lease Guarantor); provided that neither the proposed assignee nor any of its direct or indirect equity owners that holds at least five percent (5%) of the outstanding equity interests in such proposed assignee and, to Manager’s knowledge, any of its or their Affiliates, is a Tenant Prohibited Person, a Lease Guarantor Prohibited Person or a Landlord Prohibited Person; and provided, further, that (a) Manager shall provide written notice to Tenant and Landlord at least thirty (30) days prior to such proposed Assignment, specifying in reasonable detail the nature of the Assignment, and such additional information as Tenant and/or Landlord may reasonably request in order to determine whether the proposed assignee is a Tenant Prohibited Person, a Lease Guarantor Prohibited Person or a Landlord Prohibited Person, together with a copy of the proposed Manager Assumption Document, (b) the assignee shall (x) assume the obligations of Manager under this Agreement (and under all other Lease/MLSA Related Agreements to which Manager is a party, if any) and (y) agree in each case in writing in form and substance reasonably approved by Tenant and Landlord prior to the effectuation of such Assignment, to be bound by this Agreement and all other Lease/MLSA Related Agreements to which Manager is a party, if any, from and after the date of such Assignment (the “Manager Assumption Document”), (c) Manager shall provide Tenant and Landlord with a copy of any executed Manager Assumption Document that is required under the preceding clause (y), together with copies of all other executed documents effecting such Assignment, within ten (10) days following the date of such Assignment, (d) this Agreement, all other Lease/MLSA Related Agreements and, without limitation, all obligations of Manager (as assumed by the assignee Manager), Tenant, Landlord and Lease Guarantor and any and all other counterparties hereunder and thereunder shall continue in full force and effect, (e) any and all applicable requirements of Article XXII of the Lease in connection with such Assignment shall be satisfied in full to the extent required thereunder and (f) the proposed assignee and all of the proposed assignee’s officers, directors, and Affiliates (including officers and directors of the Affiliates), to the extent required under applicable Gaming Regulations, shall be licensed, certified and/or otherwise found suitable by applicable Gaming Authorities and shall have or obtain all required Gaming Licenses to become a party to this Agreement, if applicable.

Assignment by Manager without Consent. Notwithstanding the provisions of Section 11.2.1, Manager shall have the right, without Tenant’s, Lease Guarantor’s or Landlord’s consent, to assign its right, title and interest in and to this Agreement to CEC (or, following a Substantial Transfer by CEC pursuant to Section 11.3.3, the successor Lease Guarantor) or any Affiliate of Manager that is directly or indirectly wholly owned by CEC (or such successor Lease Guarantor)CEC; provided that neither the proposed assignee nor any of its direct or indirect equity owners that holds at least five percent (5%) of the outstanding equity interests in such proposed assignee and, to Manager’s knowledge, any of its or their Affiliates, is a Tenant Prohibited Person, a Lease Guarantor Prohibited Person or a Landlord Prohibited Person; and provided, further, that (a) Manager shall provide written notice to Tenant and Landlord at least thirty (30) days prior to such proposed Assignment, specifying in reasonable detail the nature of the Assignment, and such additional information as Tenant and/or Landlord may reasonably request in order to determine whether the proposed assignee is a Tenant Prohibited Person, a Lease Guarantor Prohibited Person or a Landlord Prohibited Person, together with a copy of the proposed Manager Assumption Document, (b) the assignee shall (x) assume the obligations of Manager under this Agreement (and under all other Lease/MLSA Related Agreements to which Manager is a party, if any) and (y) agree in each case in writing in form and substance reasonably approved by Tenant and Landlord prior to the effectuation of such Assignment, to be bound by this Agreement and all other Lease/MLSA Related Agreements to which Manager is a party, if any, from and after the date of such Assignment (the “Manager Assumption Document”), (c) Manager shall provide Tenant and Landlord with a copy of any executed Manager Assumption Document that is required under the preceding clause (y), together with copies of all other executed documents effecting such Assignment, within ten (10) days following the date of such Assignment, (d) this Agreement, all other Lease/MLSA Related Agreements and, without limitation, all obligations of Manager (as assumed by the assignee Manager), Tenant, Landlord and Lease Guarantor and any and all other counterparties hereunder and thereunder shall continue in full force and effect, (e) any and all applicable requirements of Article XXII of the Master Lease in connection with such Assignment shall be satisfied in full to the extent required thereunder and (f) the proposed assignee and all of the proposed assignee’s officers, directors, and Affiliates (including officers and directors of the Affiliates), to the extent required under applicable Gaming Regulations, shall be licensed, certified and/or otherwise found suitable by applicable Gaming Authorities and shall have or obtain all required Gaming Licenses to become a party to this Agreement, if applicable.