Backstop Agreement has the meaning set forth in the recitals to this Agreement.
Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.
Final Order means, as applicable, an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter that has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment could be appealed or from which certiorari could be sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order, or has otherwise been dismissed with prejudice.
Disclosure Statement Order means the order of the Bankruptcy Court approving the Disclosure Statement.
Approval Order means an order entered by the Bankruptcy Court, pursuant to Sections 363 and 365 of the Bankruptcy Code, authorizing and approving, among other things, (a) the sale of the Purchased Assets (b) the assumption of the Assumed Liabilities by Purchaser and (c) the assumption and assignment of the Purchased Contracts, in accordance with the terms and conditions of this Agreement, which will be in a form and substance reasonably acceptable to the Parties.
Placement Agreement means the Placement Agreement relating to the offering and sale of Capital Securities in the form of Exhibit C.
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.
Support Agreement has the meaning set forth in the Recitals.
Placement Agency Agreement means that certain Placement Agency Agreement by and between the Company and the Placement Agent, dated as of the date hereof.
Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.
Shareholder Agreement has the meaning set forth in the Recitals.
Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.
Disclosure Statement Approval Order means the Final Order approving, among other things, the adequacy of the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code.
Investment Management Agreement means the Investment Management Agreement made
Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.
Exit Financing means the financing under the Exit Facility.
Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;
Sale Order means an order or orders of the Bankruptcy Court in form and substance reasonably acceptable to Buyer and Seller approving this Agreement and all of the terms and conditions hereof, and approving and authorizing Seller to consummate the Transactions.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Consent Order means a support order that reflects the agreement of the noncustodial parent, the custodial parent and the division of child support. A consent order requires the approval of an administrative law judge.
Settlement Agreements means any settlement reached in the U.S. Litigation with any of the Settling Defendants.
Restructuring Agreement shall have the meaning set forth in the recitals.
Standstill Agreement shall have the meaning set forth in Section 6.03.
Private Placement Agreement has the meaning set forth in Annex A hereto.