Common Contracts
3 similar Asset Purchase Agreement contracts by Trump Entertainment Resorts, Inc., Trump Entertainment Resorts Holdings Lp
PageAsset Purchase Agreement • February 15th, 2013 • Trump Entertainment Resorts, Inc. • Hotels & motels • New Jersey
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 14, 2013 by and among TRUMP PLAZA ASSOCIATES, LLC, a New Jersey limited liability company (“Seller”), TRUMP ENTERTAINMENT RESORTS, INC., a Delaware corporation (“Seller Parent”), MERUELO GAMING HOLDINGS, LLC, a New Jersey limited liability company (“Buyer”), and MERUELO ENTERPRISES, INC., a California corporation (“Buyer Parent”); provided, however, that notwithstanding anything herein to the contrary, Seller Parent shall be a party to this Agreement only for purposes of Articles 9 and 11 and Sections 6.1, 6.2, 6.3, 6.4, 6.6.1, 6.7, 6.8, 6.9, 6.12.1, 6.14, 6.16, and 6.18 hereof, and Buyer Parent shall be a party to this Agreement only for purposes of Articles 9 and 11 and Sections 6.2, 6.7, 6.8, 6.9, 6.14, 6.16 and 6.17 hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.1 hereof.
ASSET PURCHASE AGREEMENT BY AND AMONG TRUMP MARINA ASSOCIATES, LLC, AS SELLER, LANDRY’S A/C GAMING, INC., AS BUYER, AND, SOLELY FOR THE SECTIONS SPECIFIED HEREIN, TRUMP ENTERTAINMENT RESORTS, INC., AS SELLER PARENT, AND LANDRY’S RESTAURANTS, INC., AS...Asset Purchase Agreement • February 17th, 2011 • Trump Entertainment Resorts, Inc. • Hotels & motels • New Jersey
TABLE OF CONTENTS Page 1. PURCHASE AND SALE OF ASSETS 1 1.1 Purchase and Sale of Assets 1 1.2 Excluded Assets 2 1.3 Excluded Liabilities 3 1.4 Assumed Liabilities 4 1.5 Retention and Removal of Excluded Assets 5 1.6 Assignability and Consents 6 1.7 Use of “Trump Name.” 8 1.8 Use of “Trump One Card.” 8 2. PURCHASE PRICE AND DEPOSIT 9 2.1 Purchase Price. 9 2.2 Deposit 9 2.3 Balance of the Purchase Price. 9 2.4 Initial Working Capital Adjustment. 10 2.5 Final Working Capital Adjustment 10 3. CLOSING 13 3.1 Closing. 13 3.2 Deliveries at Closing 13 4. REPRESENTATIONS AND WARRANTIES OF SELLER 16 4.1 Organization of Seller 16 4.2 Authority; No Conflict; Required Filings and Consents. 16 4.3 Financial Statements. 18 4.4 No Undisclosed Liabilities. 18 4.5 Intellectual Property. 19 4.6 Agreements, Contracts and Commitments. 20 4.7 Litigation; Orders. 20 4.8 Environmental Matters. 21 4.9 Permits; Compliance with Laws. 21 4.10 Labor Matters 22 4.11 Employee Benefits. 23 4.12 Brokers 24 4.13 Insura
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 2nd, 2008 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New Jersey
