Specific Authorizations. Without limiting the generality of the authority granted to Operator in Section 2.01 and subject to the limitations set forth in Section 2.01 and this Agreement, Operator is specifically authorized to: (a) establish rates for the usage of all guest rooms in the Hotel, including all: (i) room rates for individuals and groups; (ii) charges for room service, food and beverage; (iii) charges for recreational and other guest amenities at the Hotel; (iv) policies with respect to any commercially reasonable goods or services provided to gaming patrons of the Hotel free of charge, at a discounted rate or in the form of a rebate or credit (collectively, “Complimentaries”); (v) billing policies (including entering into agreements with credit card organizations); (vi) price and rate schedules; and (vii) rents, fees and charges for all leases, concessions or other rights to use or occupy any public space in the Hotel; (b) establish all policies and procedures for gaming operations at the Casino; (c) supervise and direct the collection of income of any nature from the operation of the Hotel and issue receipts with respect to, and use commercially reasonable efforts to collect all charges, rent and other amounts due from guests, lessees and concessionaires of the Hotel, and use those funds, as well as funds from other sources as may be available to the Hotel, in accordance with this Agreement and the Budget; (d) use commercially reasonable efforts to collect and account for and remit to any government or political subdivision, or an agency or instrumentality thereof (“Governmental Authority”) all applicable gaming, sales, use, gross receipts, value added, live entertainment tax, excise or similar taxes and all other taxes, assessments, duties, levies and charges imposed by any Governmental Authority and collectible by the Hotel directly from gaming customers, patrons or guests (including those taxes based on the sales price of any goods, services, or displays, gross receipts or admissions); (e) supervise and purchase or lease, or arrange for the purchase or lease of, all FF&E and supplies that Operator determines to be necessary or advisable for the operation of the Hotel in accordance with this Agreement. Operator and Owner acknowledge and agree that all FF&E, upon installation or placement within, or use at, the Hotel shall immediately become property of Owner; (f) negotiate, enter into and administer, in the name of Owner, all service contracts and licenses Operator deems necessary or advisable for the operation of the Hotel including, without limitation, contracts and licenses for (i) health and life safety systems; (ii) maintenance of all electrical, mechanical, plumbing, HVAC, elevator, boiler and all other building systems; (iii) electricity, gas, telecommunications (including television and internet service); (iv) cleaning, laundry and dry cleaning; (v) use of copyrighted materials (including music and videos); and (vi) entertainment; (g) negotiate, enter into and administer, in the name of Owner, contracts for the use of the Hotel by individuals and groups; (h) at the request of Owner, negotiate and administer, in the name of Owner, licenses and concession agreements for the right to use or occupy any public space within the Hotel, including any retail, office or lobby space; (i) institute in its own name, or in the name of Owner or the Hotel, all legal actions or proceedings to (i) collect charges, rent, or other income derived from the Hotel’s operations; (ii) oust or dispossess guests, tenants or other Persons in possession therefrom; or (iii) terminate any license or concession agreement for the breach thereof or default thereunder by the Owner, licensee or concessionaire; (j) take actions to challenge, protest, appeal and/or litigate to final decision in any appropriate court or forum any Applicable Laws affecting the Hotel or any alleged non-compliance with, or violation of, any Applicable Laws, provided that the non-compliance with, or violation of, Applicable Laws during such challenge, protest, appeal or litigation does not result in the closing of the Hotel or any material portion or material facility of the Hotel, and does not impose any material risk of criminal or civil liability on Operator or Owner; (k) subject to Owner’s prior written approval, appoint counsel, defend, and control any and all legal actions or proceedings relating to the Hotel (i) in which Operator is a named party; or (ii) that pertain to policies, procedures or business practices of Operator or its affiliates used at the Hotel; (l) take such actions within Operator’s reasonable control as Operator determines to be necessary or advisable to comply with (i) all Applicable Laws; and (ii) the terms of all insurance policies; (m) in conjunction with any player development programs implemented at the Hotel, provide Complimentaries and accept markers from casino customers in accordance with its promotion of gaming operations at the Hotel; provided, however, in the exercise of its reasonable business judgment and in conjunction with player development programs, Operator shall obtain from patrons receiving markers, to the extent permitted, and in accordance with Gaming Laws (as defined below), appropriate documentation in accordance with overall markers policies established for the casino from time to time; (n) collect all charges, rents, markers and other amounts due on account of the casino and pursue all remedies available pursuant to Applicable Laws and/or the terms and conditions of relevant contracts, as applicable and necessary, from the casino guests, patrons, tenants, subtenants, and other parties providing exclusive services and concessionaires; (o) direct Owner with respect to the disbursement of funds from operating accounts for the Hotel in accordance with the Budget and Gaming Laws; (p) at the request and expense of Owner, take actions within Operator’s reasonable control to discharge any lien, encumbrance or charge against the Hotel or any component of the Hotel; (q) advise and assist Owner with the maintenance of complete books of account and records relating to or reflecting the results of operation of the Hotel, in accordance with the Budget, Gaming Laws and general accepted accounting principles (“GAAP”); (r) incur indebtedness in the name and on behalf of Owner including trade payables for goods and services incurred in the ordinary course of business in the operation of the Hotel, to the extent permitted under the Budget; (s) keep the Hotel and the FF&E in good operating order, repair and condition, consistent with the Operating Standard, including making necessary replacements, improvements, additions and substitutions thereto in accordance with this Agreement; (t) take such actions as are customary and usual in the operation of the Hotel in accordance with the Operating Standard; and (u) take such actions as Operator deems necessary or advisable to perform all duties and obligations required to be performed by Operator under this Agreement.
Appears in 2 contracts
Samples: Management Agreement (Tropicana Las Vegas Hotel & Casino, Inc.), Management Agreement (Tropicana Las Vegas Hotel & Casino, Inc.)
Specific Authorizations. Without limiting the generality of the authority granted to Operator Manager in Section 2.01 2.1.1 and subject to the limitations set forth in Section 2.01 2.1.1 and this AgreementSection 5.7, Operator Manager is specifically authorized to:
(a) establish rates for the usage of all guest rooms in the Hoteland other Manager Operated Areas, including all: (i) room rates for individuals and groups; (ii) charges for room service, food and beverage; (iii) charges for recreational and other guest amenities at the HotelManager Operated Areas (consistent with the corporate policy applicable to the Other Managed Resorts); (iv) policies with respect to any commercially reasonable goods or Complimentaries and other services provided to gaming patrons of at the Hotel free of charge, at a discounted rate or in the form of a rebate or credit (collectively, “Complimentaries”)Manager Operated Areas; (v) billing policies (including entering into agreements with credit card organizations); (vi) price and rate schedules; and (vii) rents, fees and charges for all leases, concessions or other rights to use or occupy any public space in the HotelManager Operated Areas;
(b) establish all policies and procedures for gaming operations Gaming Operations at the Casino;
(c) supervise and direct the collection of income of any nature from the operation Operation of the Hotel Manager Operated Areas and issue receipts with respect to, and use commercially reasonable efforts to collect all charges, rent and other amounts due from guests, lessees and concessionaires of the HotelManager Operated Areas, and use those funds, as well as funds from other sources as may be available to the HotelManager Operated Areas, in accordance with this Agreement and the BudgetAgreement;
(d) use commercially reasonable efforts to collect and account for and remit to any government or political subdivision, or an agency or instrumentality thereof (“Governmental Authority”) Authorities all applicable gamingGaming, sales, use, gross receipts, value added, live entertainment taxLET, excise or similar taxes Taxes and all other taxesTaxes, assessments, duties, levies and charges imposed by any Governmental Authority and collectible by the Hotel Manager Operated Areas directly from gaming Gaming customers, patrons or guests (including those taxes Taxes based on the sales price of any goods, services, or displays, gross receipts or admissions);
(e) supervise and purchase or lease, or arrange for the purchase or lease of, all FF&E and supplies Supplies that Operator Manager determines to be necessary or advisable for the operation Operation of the Hotel Manager Operated Areas in accordance with this Agreement. Operator ; provided, however, Tenant shall have the sole obligation and Owner acknowledge and agree that responsibility to purchase, lease or otherwise acquire all FF&E, upon installation or placement within, or use at, Gaming Equipment for the Hotel shall immediately become property of OwnerCasino;
(f) negotiate, enter into and administer, in the name of OwnerTenant, all service contracts and licenses Operator Manager deems necessary or advisable for the operation Operation of the Hotel Manager Operated Areas including, without limitation, contracts and licenses for (i) health and life safety systems; (ii) maintenance of all electrical, mechanical, plumbing, HVAC, elevator, boiler and all other building systems; (iii) electricity, gas, telecommunications (including television and internet service); (iv) cleaning, laundry and dry cleaning; (v) use of copyrighted materials (including music and videos); and (vi) entertainment;
(g) negotiate, enter into and administer, in the name of Owner, contracts for the use of the Hotel by individuals and groups;
(h) at the request of Owner, negotiate and administer, in the name of Owner, licenses and concession agreements for the right to use or occupy any public space within the Hotel, including any retail, office or lobby space;
(i) institute in its own name, or in the name of Owner or the Hotel, all legal actions or proceedings to (i) collect charges, rent, or other income derived from the Hotel’s operations; (ii) oust or dispossess guests, tenants or other Persons in possession therefrom; or (iii) terminate any license or concession agreement for the breach thereof or default thereunder by the Owner, licensee or concessionaire;
(j) take actions to challenge, protest, appeal and/or litigate to final decision in any appropriate court or forum any Applicable Laws affecting the Hotel or any alleged non-compliance with, or violation of, any Applicable Laws, provided that the non-compliance with, or violation of, Applicable Laws during such challenge, protest, appeal or litigation does not result in the closing of the Hotel or any material portion or material facility of the Hotel, and does not impose any material risk of criminal or civil liability on Operator or Owner;
(k) subject to Owner’s prior written approval, appoint counsel, defend, and control any and all legal actions or proceedings relating to the Hotel (i) in which Operator is a named party; or (ii) that pertain to policies, procedures or business practices of Operator or its affiliates used at the Hotel;
(l) take such actions within Operator’s reasonable control as Operator determines to be necessary or advisable to comply with (i) all Applicable Laws; and (ii) the terms of all insurance policies;
(m) in conjunction with any player development programs implemented at the Hotel, provide Complimentaries and accept markers from casino customers in accordance with its promotion of gaming operations at the Hotel; provided, however, in the exercise of its reasonable business judgment and in conjunction with player development programs, Operator shall obtain from patrons receiving markers, to the extent permitted, and in accordance with Gaming Laws (as defined below), appropriate documentation in accordance with overall markers policies established for the casino from time to time;
(n) collect all charges, rents, markers and other amounts due on account of the casino and pursue all remedies available pursuant to Applicable Laws and/or the terms and conditions of relevant contracts, as applicable and necessary, from the casino guests, patrons, tenants, subtenants, and other parties providing exclusive services and concessionaires;
(o) direct Owner with respect to the disbursement of funds from operating accounts for the Hotel in accordance with the Budget and Gaming Laws;
(p) at the request and expense of Owner, take actions within Operator’s reasonable control to discharge any lien, encumbrance or charge against the Hotel or any component of the Hotel;
(q) advise and assist Owner with the maintenance of complete books of account and records relating to or reflecting the results of operation of the Hotel, in accordance with the Budget, Gaming Laws and general accepted accounting principles (“GAAP”);
(r) incur indebtedness in the name and on behalf of Owner including trade payables for goods and services incurred in the ordinary course of business in the operation of the Hotel, to the extent permitted under the Budget;
(s) keep the Hotel and the FF&E in good operating order, repair and condition, consistent with the Operating Standard, including making necessary replacements, improvements, additions and substitutions thereto in accordance with this Agreement;
(t) take such actions as are customary and usual in the operation of the Hotel in accordance with the Operating Standard; and
(u) take such actions as Operator deems necessary or advisable to perform all duties and obligations required to be performed by Operator under this Agreement.
Appears in 1 contract
Samples: Management Agreement
Specific Authorizations. Without limiting the generality of the authority granted to Operator Manager in Section 2.01 2.1.1 and subject to the limitations set forth in Section 2.01 and this Agreement5.9, Operator Manager is specifically authorized to:
(a) establish rates for the usage of all guest rooms in the HotelGuest Rooms and other Manager Operated Areas, including all: all (i) room rates for individuals and groups; (ii) charges for room service, food and beverage; (iii) charges for recreational and other guest amenities at the HotelManager Operated Areas (consistent with the corporate policy applicable to the Other Managed Resorts); (iv) policies with respect to any commercially reasonable goods or Complimentaries and other services provided to gaming patrons of at the Hotel free of charge, at a discounted rate or in the form of a rebate or credit (collectively, “Complimentaries”)Manager Operated Areas; (v) billing policies (including entering into agreements with credit card organizations); (vi) price and rate schedules; and (vii) rents, fees and charges for all leases, concessions or other rights to use or occupy any public space in the HotelManager Operated Areas;
(b) establish all policies and procedures for gaming operations at the Casino;
(c) supervise and direct the collection of income of any nature from the operation Operation of the Hotel Manager Operated Areas and issue receipts with respect to, and use commercially reasonable efforts to collect all charges, rent and other amounts due from guests, lessees and concessionaires of the HotelManager Operated Areas, and use those funds, as well as funds from other sources as may be available to the HotelManager Operated Areas, in accordance with this Agreement and the BudgetAgreement;
(d) use commercially reasonable efforts to collect and account for and remit to any government or political subdivision, or an agency or instrumentality thereof (“Governmental Authority”) Authorities all applicable gaming, sales, use, gross receipts, value added, live entertainment taxLET, excise or similar taxes Taxes and all other taxesTaxes, assessments, duties, levies and charges imposed by any Governmental Authority and collectible by the Hotel Manager Operated Areas directly from gaming Gaming customers, patrons or guests (including those taxes Taxes based on the sales price of any goods, services, or displays, gross receipts or admissions);
(e) supervise and purchase or lease, or arrange for the purchase or lease of, all FF&E and supplies Supplies that Operator Manager determines to be necessary or advisable for the operation Operation of the Hotel Manager Operated Areas in accordance with this Agreement. Operator ; provided, however, Owner shall have the sole obligation and Owner acknowledge and agree that responsibility to purchase, lease or otherwise acquire all FF&E, upon installation or placement within, or use at, Gaming Equipment for the Hotel shall immediately become property of OwnerCasino;
(f) negotiate, enter into and administer, in the name of Owner, all service contracts and licenses Operator Manager deems necessary or advisable for the operation Operation of the Hotel Manager Operated Areas including, without limitation, contracts and licenses for (i) health and life safety systems; (ii) maintenance of all electrical, mechanical, plumbing, HVAC, elevator, boiler and all other building systems; (iii) electricity, gas, telecommunications (including television and internet service); (iv) cleaning, laundry and dry cleaning; (v) use of copyrighted materials (including music and videos); and (vi) entertainment;
(g) negotiate, enter into and administer, in the name of Owner, contracts for the use of the Hotel Manager Operated Areas by individuals and groups;
(h) at the request of Owner, negotiate and administer, in the name of Owner, licenses and concession agreements for the right to use or occupy any public space within the HotelManager Operated Areas, including any retail, office or lobby space;
(i) institute in its own name, or in the name of Owner or the HotelManager Operated Areas, all legal actions or proceedings to (i) collect charges, rent, or other income derived from the Hotel’s Manager Operated Areas’ operations; (ii) oust or dispossess guests, tenants (excluding any Third-Party Operating Agreement) or other Persons in possession therefrom; or (iii) terminate any license or concession agreement for the breach thereof or default thereunder by the Ownertenant, licensee or concessionaireconcessionaire (excluding any Third-Party Operating Agreement);
(j) take actions to challenge, protest, appeal and/or litigate to final decision in any appropriate court or forum any Applicable Laws affecting the Hotel Manager Operated Areas or any alleged non-compliance with, or violation of, any Applicable LawsLaw (with the cost of such challenge being treated in the same manner as the cost of compliance with the Applicable Law in question would be treated under Section 5.1.3(c)), provided that the non-compliance with, or violation of, Applicable Laws Law during such challenge, protest, appeal or litigation does not result in the closing of the Hotel Manager Operated Areas or any material portion or material facility of the HotelManager Operated Areas, and does not impose any material risk of criminal or civil liability on Operator Manager or Owner;
(k) subject to Owner’s prior written approval, appoint counsel, defend, and control any and all legal actions or proceedings relating to the Hotel (i) in which Operator Manager is a named party; or (ii) that pertain relate to legal actions or proceedings involving multiple Other Managed Resorts; (iii) that relate to compliance with the requirements of Gaming Laws; or (iv) that relate to policies, procedures or business practices of Operator Manager or its affiliates used Affiliates; provided, however, that (A) in determining what portion, if any, of the cost of any legal actions or proceedings described in clause (i), (ii), (iii) or (iv) above is to be allocated to the Manager Operated Areas, due consideration shall be given to the potential impact of such legal action or proceeding on the Manager Operated Areas as compared with the potential impact on Manager or its Affiliates or on Other Managed Resorts; and (B) if Owner is also a named party in such legal actions or proceedings, or if such legal actions or proceedings also relate to portions of the Resort other than or in addition to the Manager Operated Areas, Owner shall have the right to appoint separate counsel to prosecute and defend its interests, such appointment being at Owner’s sole cost or expense unless the Hotelunderlying legal action or proceeding relates to the Operation (as opposed to the ownership) of the Manager Operated Areas, in which case such cost (or an equitable portion thereof, to the extent the action or proceeding also relates to other portions of the Resort) shall be treated as an Operating Expense;
(l) take such actions within OperatorManager’s reasonable control as Operator Manager determines to be necessary or advisable to comply with (i) all Applicable Laws (provided, however, Manager shall not be a guarantor of the Resort’s compliance with such Applicable Laws); and (ii) the terms of all insurance policies;
(m) in conjunction with any the “Total Rewards” program or such other player development programs implemented at the HotelResort, provide Complimentaries and accept markers Markers from casino Casino customers in accordance with its promotion of gaming operations Operations at the HotelResort; provided, however, in the exercise of its reasonable business judgment and in conjunction with player development programs, Operator Manager shall obtain from patrons receiving markersMarkers, to the extent permitted, and in accordance with Nevada Gaming Laws (as defined below)Laws, appropriate documentation in accordance with overall markers Markers policies established for the casino from time to time;
(n) collect all charges, rents, markers Markers and other amounts due on account of the casino Casino and pursue all remedies available pursuant to Applicable Laws and/or the terms and conditions of relevant contracts, as applicable and necessary, from the casino Casino guests, patrons, tenants, subtenants, and other parties providing exclusive services and concessionaires;
(o) direct Owner establish an Operating Account for the Casino with respect Working Capital sufficient to the disbursement of operate and safely cover all initial xxxxxx and payouts and allocate funds from operating accounts the Operating Accounts for any further Working Capital necessary to cover and maintain the Hotel funds necessary and required to operate the Casino and the Gaming operations therein in accordance with the Budget and Applicable Laws (including, without limitation, Nevada Gaming Laws) and otherwise as permitted for steady play and operation by ordinary and high-roller player categories;
(p) upon notice and at the expense of Owner (and not as an Operating Expense), prepare or coordinate the preparation of all financial reports required under ARTICLE X;
(q) at the request and expense of OwnerOwner (and not as an Operating Expense), take actions within OperatorManager’s reasonable control to discharge any lien, encumbrance or charge against the Hotel Manager Operated Areas or any component of the HotelManager Operated Areas;
(qr) advise supervise and assist Owner with the maintenance of maintain reasonably complete books of account and records relating to or reflecting the results of operation Operation of the HotelManager Operated Areas specifically, and the Resort and Owner generally, in accordance with Nevada Gaming Laws, GAAP and, to the Budgetextent applicable, Gaming Laws and general accepted accounting principles (“GAAP”)the Uniform System;
(rs) incur indebtedness in the name and on behalf of Owner including trade payables for goods and services incurred in the ordinary course of business in the operation Operation of the Hotel, to the extent permitted under the BudgetManager Operated Areas;
(st) use reasonable efforts to keep the Hotel Manager Operated Areas and the FF&E in good operating order, repair and condition, consistent with the Operating StandardSystem Standards, including making necessary replacements, improvements, additions and substitutions thereto in accordance with this Agreement;
(tu) take such actions as are customary and usual in the operation Operation of the Hotel Manager Operated Areas in accordance with the Operating Standard; and
(uv) take such actions as Operator Manager deems necessary or advisable to perform all duties and obligations required to be performed by Operator Manager under this Agreement.
Appears in 1 contract
Samples: Hotel and Casino Management Agreement (Caesars Acquisition Co)
Specific Authorizations. Without limiting the generality of the authority granted to Operator Manager in Section 2.01 2.1.1 and subject to the limitations set forth in Section 2.01 2.1.1 and this AgreementSection 5.7, Operator Manager is specifically authorized to:
(a) establish rates for the usage of all guest rooms in the Hoteland other Manager Operated Areas, including all: (i) room rates for individuals and groups; (ii) charges for room service, food and beverage; (iii) charges for recreational and other guest amenities at the HotelManager Operated Areas (consistent with the corporate policy applicable to the Other Managed Resorts); (iv) policies with respect to any commercially reasonable goods or Complimentaries and other services provided to gaming patrons of at the Hotel free of charge, at a discounted rate or in the form of a rebate or credit (collectively, “Complimentaries”)Manager Operated Areas; (v) billing policies (including entering into agreements with credit card organizations); (vi) price and rate schedules; and (vii) rents, fees and charges for all leases, concessions or other rights to use or occupy any public space in the HotelManager Operated Areas;
(b) establish all policies and procedures for gaming operations Gaming Operations at the Casino;
(c) supervise and direct the collection of income of any nature from the operation Operation of the Hotel Manager Operated Areas and issue receipts with respect to, and use commercially reasonable efforts to collect all charges, rent and other amounts due from guests, lessees and concessionaires of the HotelManager Operated Areas, and use those funds, as well as funds from other sources as may be available to the HotelManager Operated Areas, in accordance with this Agreement and the BudgetAgreement;
(d) use commercially reasonable efforts to collect and account for and remit to any government or political subdivision, or an agency or instrumentality thereof (“Governmental Authority”) Authorities all applicable gamingGaming, sales, use, gross receipts, value added, live entertainment taxLET, excise or similar taxes Taxes and all other taxesTaxes, assessments, duties, levies and charges imposed by any Governmental Authority and collectible by the Hotel Manager Operated Areas directly from gaming Gaming customers, patrons or guests (including those taxes Taxes based on the sales price of any goods, services, or displays, gross receipts or admissions);
(e) supervise and purchase or lease, or arrange for the purchase or lease of, all FF&E and supplies Supplies that Operator Manager determines to be necessary or advisable for the operation Operation of the Hotel Manager Operated Areas in accordance with this Agreement. Operator ; provided, however, Tenant shall have the sole obligation and Owner acknowledge and agree that responsibility to purchase, lease or otherwise acquire all FF&E, upon installation or placement within, or use at, Gaming Equipment for the Hotel shall immediately become property of OwnerCasino;
(f) negotiate, enter into and administer, in the name of OwnerTenant, all service contracts and licenses Operator Manager deems necessary or advisable for the operation Operation of the Hotel Manager Operated Areas including, without limitation, contracts and licenses for (i) health and life safety systems; (ii) maintenance of all electrical, mechanical, plumbing, HVAC, elevator, boiler and all other building systems; (iii) electricity, gas, telecommunications (including television and internet service); (iv) cleaning, laundry and dry cleaning; (v) use of copyrighted materials (including music and videos); and (vi) entertainment;
(g) negotiate, enter into and administer, in the name of OwnerTenant, contracts for the use of the Hotel Manager Operated Areas by individuals and groups;
(h) at the request of OwnerTenant, negotiate and administer, in the name of OwnerTenant, licenses and concession agreements for the right to use or occupy any public space within the HotelManager Operated Areas, including any retail, office or lobby space;
(i) institute in its own name, or in the name of Owner Tenant or the HotelManager Operated Areas, all legal actions or proceedings to (i) collect charges, rent, or other income derived from the Hotel’s operationsManager Operated Areas’ Operations; (ii) oust or dispossess guests, tenants or other Persons in possession therefromtherefrom (excluding any Third-Party Operator); or (iii) terminate any license or concession agreement for the breach thereof or default thereunder by the Ownertenant, licensee or concessionaireconcessionaire (excluding any Third-Party Operating Agreement);
(j) take actions to challenge, protest, appeal and/or litigate to final decision in any appropriate court or forum any Applicable Laws affecting the Hotel Manager Operated Areas or any alleged non-compliance with, or violation of, any Applicable LawsLaw, provided that the non-compliance with, or violation of, Applicable Laws Law during such challenge, protest, appeal or litigation does not result in the closing of the Hotel Manager Operated Areas or any material portion or material facility of the HotelManager Operated Areas, and does not impose any material risk of criminal or civil liability on Operator Manager or OwnerTenant;
(k) subject to Owner’s prior written approval, appoint counsel, defend, and control any and all legal actions or proceedings relating to the Hotel (i) in which Operator Manager is a named party; or (ii) that pertain relate to legal actions or proceedings involving multiple Other Managed Resorts; (iii) that relate to compliance with the requirements of Gaming Laws; or (iv) that relate to policies, procedures or business practices of Operator Manager or its affiliates used Affiliates; provided, however, that (A) in determining what portion, if any, of the cost of any legal actions or proceedings described in clause (i), (ii) or (iii) above is to be allocated to the Manager Operated Areas, due consideration shall be given to the potential impact of such legal action or proceeding on the Manager Operated Areas as compared with the potential impact on Manager or its Affiliates or on Other Managed Resorts; and (B) if Tenant is also a named party in such legal actions or proceedings, or if such legal actions or proceedings also relate to portions of the Resort other than or in addition to the Manager Operated Areas, Tenant shall have the right to appoint separate counsel to prosecute and defend its interests, such appointment being at Tenant’s sole cost or expense unless the Hotelunderlying legal action or proceeding relates to the Operation (as opposed to the ownership) of the Manager Operated Areas, in which case such cost (or an equitable portion thereof, to the extent the action or proceeding also relates to other portions of the Resort) shall be treated as an Operating Expense;
(l) take such actions within OperatorManager’s reasonable control as Operator Manager determines to be necessary or advisable to comply with (i) all Applicable Laws (provided, however, Manager shall not be a guarantor of the Resort’s compliance with such Applicable Laws); and (ii) the terms of all insurance policies;
(m) in conjunction with any the “Total Rewards” program or such other player development programs implemented at the HotelResort, provide Complimentaries and accept markers Markers from casino Casino customers in accordance with its promotion of gaming operations Gaming Operations at the HotelResort; provided, however, in the exercise of its reasonable business judgment and in conjunction with player development programs, Operator Manager shall obtain from patrons receiving markersMarkers, to the extent permitted, and in accordance with [ ] Gaming Laws (as defined below)Laws, appropriate documentation in accordance with overall markers Markers policies established for the casino Casino from time to time;
(n) collect all charges, rents, markers Markers and other amounts due on account of the casino Casino and pursue all remedies available pursuant to Applicable Laws and/or the terms and conditions of relevant contracts, as applicable and necessary, from the casino Casino guests, patrons, tenants, subtenants, and other parties providing exclusive services and concessionaires;
(o) direct Owner with respect subject to in all respects the disbursement terms and conditions of the Operating Leases and the CMBS Financing Documents, exercise authority over Tenant’s Operating Account for the Casino, which will have Working Capital sufficient to Operate and safely cover all initial xxxxxx and payouts and allocate funds from operating accounts the Operating Accounts for any further Working Capital necessary to cover and maintain the Hotel funds necessary and required to Operate the Casino and the Gaming Operations therein in accordance with the Budget and Applicable Laws (including, without limitation, [ ] Gaming Laws) and otherwise as permitted for steady play and operation by ordinary and high-roller player categories;
(p) upon notice and at the expense of Tenant (and not as an Operating Expense), prepare or coordinate the preparation of all financial reports required under ARTICLE VII;
(q) at the request and expense of OwnerTenant (and not as an Operating Expense), take actions within OperatorManager’s reasonable control to discharge any lien, encumbrance or charge against the Hotel Manager Operated Areas or any component of the HotelManager Operated Areas;
(qr) advise supervise and assist Owner with the maintenance of maintain reasonably complete books of account and records relating to or reflecting the results of operation Operation of the HotelManager Operated Areas specifically, and the Resort and Tenant generally, in accordance with the BudgetCMBS Financing Documents, [ ] Gaming Laws and general accepted accounting principles (“GAAP”)Laws, GAAP and, to the extent applicable, the Uniform System;
(rs) incur indebtedness in the name and on behalf of Owner Tenant including trade payables for goods and services incurred in the ordinary course of business in the operation Operation of the HotelManager Operated Areas, to the extent permitted under the BudgetCMBS Financing Documents;
(st) use reasonable efforts to keep the Hotel Manager Operated Areas and the FF&E in good operating order, repair and condition, consistent with the Operating StandardSystem Standards, including making necessary replacements, improvements, additions and substitutions thereto in accordance with this AgreementAgreement and the Operating Lease;
(tu) take such actions as are customary and usual in the operation Operation of the Hotel Manager Operated Areas in accordance with the Operating Standard; and
(uv) take such actions as Operator Manager deems necessary or advisable to perform all duties and obligations required to be performed by Operator Manager under this Agreement.
Appears in 1 contract
Samples: Hotel and Casino Management Agreement (Harrahs Entertainment Inc)
