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
