Common use of Assignment by Manager without Owner’s Consent Clause in Contracts

Assignment by Manager without Owner’s Consent. Notwithstanding the provisions of Section 11.1.1, Manager shall have the right, without Owner’s consent, to assign its right, title and interest in and to this Agreement (a) to any Affiliate of Manager that is directly or indirectly wholly owned by CEOC, or (b) in connection with (i) a Change of Control of CEOC or (ii) a Substantial Sale; provided, that neither the proposed transferee (in the case of a direct transfer), or controlling parties (in the case of a Change of Control or CEOC or Substantial Sale), nor in either case any of its direct or indirect equity owners, is an Owner Prohibited Person and provided further that Manager shall (a) provide written notice to Owner at least thirty (30) days prior to the proposed Assignment, specifying in reasonable detail the nature of the Assignment, and such additional information as Owner may reasonably request in order to determine whether the proposed transferee is an Owner Prohibited Person, and (b) the assignee shall assume the obligations of Manager under this Agreement and shall agree in writing to be bound by this Agreement from and after the date of the Assignment, and Manager shall provide Owner with a copy of such agreement, together with copies of all other documents effecting such Assignment, within ten (10) days following the date of this Assignment.