0000899681-13-000127 Sample Contracts

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Asset 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.

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