Common use of Assignment by Manager Clause in Contracts

Assignment by Manager. Manager shall not assign or in any manner sell, Transfer, encumber or pledge as security for any indebtedness (or other obligation) any of its rights and interests as Manager hereunder to any Person whatsoever without the prior written consent of Owner (which approval may be granted or withheld in Owner’s sole and absolute discretion), provided that Manager may make any direct or indirect Transfer of ownership or other beneficial interests in Manager so long as such Transfer does not constitute a breach of the ▇▇▇▇▇▇▇▇ Manager Control Requirements or violate applicable Gaming Laws or the terms of any Nevada Gaming License. Notwithstanding the generality of the foregoing: (a) Manager may request in connection with an organizational restructuring of Manager that Owner consent to an assignment and assumption of this Agreement by the successor to Manager’s business, and Owner’s consent shall not be unreasonably withheld; provided that (i) assignment and assumption documentation reasonably satisfactory to Owner is completed by Manager and the successor to Manager’s business; (ii) such successor obtains and maintains a Nevada Gaming License and the other material licenses of Manager set forth herein that are required for the operation of the Property; (iii) the ▇▇▇▇▇▇▇▇ Manager Control Requirements shall be and continue to be satisfied by the successor to Manager’s business; and (iv) ▇▇▇▇▇▇▇▇ Entertainment shall remain liable under this Agreement and the Guaranty; and (b) Manager shall have no right to encumber and pledge, as security for any loan or other indebtedness (or obligation) incurred by Manager and/or its Affiliates, Manager’s interest in the Management Fees and any other proceeds of Manager and its Affiliates under this Agreement without the prior written approval of Owner (which approval may be granted or withheld in Owner’s sole and absolute discretion); provided, however, Manager shall have the right to collaterally assign up to fifty percent (50%) of its interest in the Management Fees without Owner’s approval.

Assignment by Manager. Manager shall not assign or in any manner sell, Transfer, encumber or pledge as security for any indebtedness (or other obligation) any of its rights and interests as Manager hereunder to any Person whatsoever without the prior written consent of Owner (which approval may be granted or withheld in Owner’s sole and absolute discretion), provided that Manager may make any direct or indirect Transfer of ownership or other beneficial interests in Manager so long as such Transfer does not constitute a breach of the ▇▇▇▇▇▇▇▇ Manager Control Requirements or violate applicable Gaming Laws or the terms of any Nevada Gaming License. Notwithstanding the generality of the foregoing: (a) Manager may request in connection with an organizational restructuring of Manager that Owner consent to an assignment and assumption of this Agreement by the successor to Manager’s business, and Owner’s consent shall not be unreasonably withheld; provided that (i) assignment and assumption documentation reasonably satisfactory to Owner is completed by Manager and the successor to Manager’s business; (ii) such successor obtains and maintains a Nevada Gaming License and the other material licenses of Manager set forth herein that are required for the operation of the PropertyProperties; (iii) the ▇▇▇▇▇▇▇▇ Manager Control Requirements shall be and continue to be satisfied by the successor to Manager’s business; and (iv) ▇▇▇▇▇▇▇▇ Entertainment shall remain liable under this Agreement and the Guaranty; and (b) Manager shall have no right to encumber and pledge, as security for any loan or other indebtedness (or obligation) incurred by Manager and/or its Affiliates, Manager’s interest in the Management Fees and any other proceeds of Manager and its Affiliates under this Agreement without the prior written approval of Owner (which approval may be granted or withheld in Owner’s sole and absolute discretion); provided, however, Manager shall have the right to collaterally assign up to fifty percent (50%) of its interest in the Management Fees without Owner’s approval.

Assignment by Manager. Manager shall not assign or in any manner sell, Transfer, encumber or pledge as security for any indebtedness (or other obligation) any of its rights and interests as Manager hereunder to any Person whatsoever without the prior written consent of Owner (which approval may be granted or withheld in Owner’s sole and absolute discretion), provided that Manager may make any direct or indirect Transfer of ownership or other beneficial interests in Manager so long as such Transfer does not constitute a breach of the ▇▇▇▇▇▇▇▇ Manager Control Requirements or violate applicable Gaming Laws or the terms of any Nevada Gaming License. Notwithstanding the generality of the foregoing: (a) Manager may request in connection with an organizational restructuring of Manager that Owner consent to an assignment and assumption of this Agreement by the successor to Manager’s business, and Owner’s consent shall not be unreasonably withheld; provided that (i) assignment and assumption documentation reasonably satisfactory to Owner is completed by Manager and the successor to Manager’s business; (ii) such successor obtains and maintains a Nevada Gaming License and the other material licenses of Manager set forth herein that are required for the operation of the PropertyProperties; (iii) the ▇▇▇▇▇▇▇▇ Manager Control Requirements shall be and continue to be satisfied by the successor to Manager’s business; and (iv) ▇▇▇▇▇▇▇▇ Entertainment shall remain liable under this Agreement and the Guaranty; and (b) Notwithstanding the foregoing, Manager shall have no right to may, without the prior written approval of Owner, encumber and pledge, as security for any loan or other indebtedness (or obligation) incurred by Manager and/or its Affiliates, Manager’s 's interest in the Management Fees and any other proceeds of Manager and its Affiliates under this Agreement without the prior written approval of Owner (which approval may be granted or withheld in Owner’s sole and absolute discretion); provided, however, Manager shall have the right to collaterally assign up to fifty percent (50%) of its interest in the Management Fees without Owner’s approval.Agreement..

Assignment by Manager. Manager shall not assign or in any manner sell, Transfer, encumber or pledge as security for any indebtedness (or other obligation) any of its rights and interests as Manager hereunder to any Person whatsoever this Agreement without the prior written consent of Owner (Lessee, which approval consent may be granted provided or withheld in Owner’s its sole discretion. Manager shall not engage in a Change of Control Event of Manager without the prior written consent of Lessee, which consent thereto (and absolute discretion), provided that Manager may make any direct or indirect Transfer of ownership or other beneficial interests in Manager so long as such Transfer does not constitute a breach of the ▇▇▇▇▇▇▇▇ Manager Control Requirements or violate applicable Gaming Laws or the terms of any Nevada Gaming License. Notwithstanding the generality of the foregoing: (a) Manager may request related assignment in connection with an organizational restructuring of Manager that Owner consent to an assignment and assumption of this Agreement by the successor to Manager’s business, and Owner’s consent shall therewith) will not be unreasonably withheld, and, if applicable, the prior written consent of Mortgagee and/or the Franchisor; provided however, that (i) assignment it is expressly understood and assumption documentation reasonably satisfactory agreed that, without limiting any other determinations of Lessee’s reasonableness in connection with any such consent, Lessee shall not be acting unreasonably if it withholds consent to Owner is completed by Manager and the successor to Manager’s business; (ii) such successor obtains and maintains a Nevada Gaming License and the other material licenses Change of Control Event of Manager set forth herein involving a party that are required for is not experienced and qualified and proficient in the operation management of first class5 limited service hotels on a basis reasonably commensurate with Manager or that is not an “eligible independent contractor” as defined in Section 856(d) of the Property; (iii) Code or that does not otherwise meet the ▇▇▇▇▇▇▇▇ requirements under Section 2.04B hereof. In the event that Manager engages in a Change of Control Requirements Event of Manager without obtaining the prior written consent of Lessee as contemplated above, then Lessee shall have the right, in addition to any other rights and remedies of Lessee hereunder, to terminate this Agreement without any obligation, liability or penalty. The disposition by Manager, directly or indirectly, of its controlling interest in any Affiliate to which it has previously assigned this Agreement, or any other Change of Control Event of Manager, shall be and continue deemed to be satisfied a prohibited assignment hereunder requiring the prior written consent of Lessee and, if applicable, the Mortgagee and/or the Franchisor. No assignment of this Agreement shall 5 For Residence Inns, it will refer to upscale, extended stay, for Hampton Inns, it will refer to mid-scale, limited service without F&B, for TownPlace Suites, it will refer to mid-priced, extended stay and for Courtyard by the successor Marriott it will refer to Manager’s business; and (iv) ▇▇▇▇▇▇▇▇ Entertainment shall remain liable mid-scale with F&B. operate to release Manager from any of its obligations under this Agreement and the Guaranty; and (b) Manager shall have no right unless otherwise agreed to encumber and pledge, as security for any loan or other indebtedness (or obligation) incurred in writing by Lessee in its sole discretion. No assignment by Manager and/or its Affiliates, Manager’s interest in the Management Fees and any other proceeds of Manager and its Affiliates under this Agreement without the prior written approval of Owner (which approval may be granted or withheld in Owner’s sole and absolute discretion); provided, however, Manager shall have the right to collaterally assign up to fifty percent (50%) of its interest in this Agreement, whether such occurs voluntarily or by operation of law, shall relieve Manager from any of its obligations under this Agreement which accrued prior to the Management Fees without Owner’s approvaldate of such assignment and is expressly permitted.