Gaming Assets Sample Clauses

Gaming Assets. During the Term and any holdover periods, Tenant will keep and maintain the Gaming Assets in good condition and repair, and may not dispose of, replace and/or purchase new Gaming Assets except in the ordinary course of Tenant’s conduct of the Gaming Operations and only if such replacement Gaming Assets are made subject to a lien that is either (a) in favor of Facility Mortgagee or a (b) in favor of Landlord in which Facility Mortgagee has a lien and security interest (i.e. a “back-to-back” security interest); provided, however, Tenant shall not, without the prior written approval of Landlord and Facility Mortgagee, as the case may be, which approval may be withheld in Landlord’s or Facility Mortgagee’s sole discretion, enter into any new leases for any “Gaming devices” and “Associated equipment” (as such terms are defined in the Gaming Act) if the expenditures thereunder would, or are reasonably anticipated to, exceed $50,000 in the aggregate, or together with all expenditures under all other leases for such equipment would exceed $500,000. Disposition of the Gaming Assets upon the expiration or termination of Tenant’s tenancy with respect to the Leased Property will be as provided for in Option Agreement, should Landlord exercise its option thereunder, subject, however to any lien in favor of Facility Mortgagee in such Gaming Assets. If Landlord exercises its option to acquire the equity interests of Tenant pursuant to the Option Agreement, the Gaming Assets shall remain assets of Tenant.
Sample 1
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Gaming Assets. For purposes of this Lease, the “Gaming Assets” means, as applicable (a) any and all tangible “gaming devices” (as defined in NRS §463.0155), gaming device parts, inventory and other related gaming equipment and supplies used in connection with the Gaming Operations, including, without limitation, slot machines, gaming tables, cards, dice and tangible “associated equipment” (as defined in NRS § 463.0136); (b) all gaming chips and tokens, including, without limitation, all (i) slot machine tokens not currently in circulation, and (ii) “reserve” chips, if any, not currently in circulation (“Chips and Tokens”); (c) all casino cash, including, without limitation, cash in the gaming devices, gaming tables, cage, count rooms, drop boxes, change banks, customer front money and customer safekeeping money located at the Hotel Casino; (d) the Assumed Contracts (as defined below); (e) all assignable manufacturers and other warranties applicable to the Gaming Assets; (f) all computer hardware or software used solely in connection with the Gaming Operations to the extent such computer hardware or software is assignable to Tenant; (g) all receivables arising from the gaming activities at the Hotel Casino existing at the Commencement Date or arising during the Term; (h) Megabucks credits; and (i) any other item not set forth above which is specifically designated to be transferred to Tenant on the reference balance sheet attached hereto as Exhibit “B” (the “Reference Balance Sheet”). Tenant covenants that it will maintain the Gaming Assets in the manner and condition as required by this Lease and operate and maintain the Gaming Assets in accordance with Management Standards (as defined below). Tenant further agrees to keep and maintain all Gaming Assets in good condition and repair, and to promptly repair or replace (such replacements to be considered Gaming Assets) all damaged or broken Gaming Assets to keep and maintain the Gaming Assets operating and in good condition and to upgrade the Gaming Assets, as necessary, in accordance with the Gaming Laws. Without limiting the foregoing, Tenant shall (x) keep the Gaming Assets free of any security interest, chattel mortgage, pledge or other encumbrance except for financing leases or conditional sales agreements directly from Landlord or the vendor of such Gaming Assets; and (y) at Tenant’s cost, shall replace the same when such replacement is required, including, without limitation, the circumstances described herein (it be...
Sample 1
Gaming Assets. For purposes of this Lease, “Gaming Assets” has the meaning given in Section 8.1 of the Purchase Agreement together with any additions and replacements thereto acquired by Tenant and used at or in connection with the Hotel during the Term. Tenant covenants that it will maintain the Gaming Assets at the Leased Property in the manner and condition as required by this Lease and further, that it will own or lease adequate and sufficient Gaming Assets to operate and maintain the Leased Property in accordance with the standards of operation in place at the Hotel as of the Commencement Date and to such higher standards of operation as exist in the Hotel after the Commencement Date. Tenant further agrees to keep and maintain all Gaming Assets that do not consist of money (the “Non-Cash Gaming Assets”) in good condition and repair, and repair or replace all damaged or broken Non-Cash Gaming Assets as and when needed to keep and maintain the Non-Cash Gaming Assets operating and in good condition. Without limiting the foregoing, Tenant must (i) repair and maintain the Gaming Assets found at the Hotel on the Commencement Date to the same condition as on the Commencement Date or better, ordinary wear and tear excepted; (ii) keep the same free of any security interest, chattel mortgage, pledge or other encumbrance; and (iii) as a Tenant Expense or using proceeds from the Capex Reserve Fund (at Landlord’s election), replace the same when such replacement is required by applicable law. All Non-Cash Gaming Assets installed in or furnished to the Hotel by Tenant during the Term (whether pursuant to contracts or commitments entered into by Tenant prior to or after the Commencement Date), if any, must be new and must be purchased for cash and acquired free of any security interest, chattel mortgage, pledge or other encumbrance, except for financing leases or conditional sales agreements directly from the lessor or vendor of any Non-Cash Gaming Assets.
Sample 1
Gaming Assets. Schedule 6.13 hereof is a true and complete listing of the Gaming Assets located at the Hotel as of the Effective Date.
Sample 1

Related to Gaming Assets

  • Remaining Assets All remaining assets of the Company shall be distributed to the Holders in accordance with Section 4.2(b) by the end of the Taxable Year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Holders shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 11.2. The distribution of cash and/or property to a Holder in accordance with the provisions of this Section 11.2 constitutes a complete return to the Holder of its Capital Contributions and a complete distribution to the Holder of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Holder returns funds to the Company, it has no claim against any other Holder for those funds.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Real Estate Assets In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received from Borrower and each applicable Guarantor:

  • Other Assets i. Shares of other investment companies (open- or closed-end funds and ETFs) the assets of which consist entirely of Eligible Assets based on the Investment Adviser’s assessment of the assets of each such investment company taking into account the investment company’s most recent publicly available schedule of investments and publicly disclosed investment policies.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Fixed Assets 7 3.11. Leases ............................................................. 8 3.12. Change in Financial Condition and Assets ........................... 8

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Real Estate Collateral The Borrowers shall, and shall cause their respective Subsidiaries to, deliver to the Collateral Agent as soon as practicable and in any event within 90 calendar days after the Incremental Loan Funding Date (or such longer period as the Collateral Agent may agree in its sole discretion), (a) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide such Mortgage remains in full force and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be in form and substance reasonably acceptable to the Collateral Agent and its counsel in all respects, (b) endorsements to the mortgagee’s title insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and in form and substance reasonably acceptable to the Collateral Agent and (d) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended; provided that if and to the extent that on or prior to the Incremental Loan Funding Date the Borrowers deliver to the Collateral Agent (x) an opinion of local counsel in form and substance reasonably acceptable to the Collateral Agent affirming that no amendment to an existing Mortgage is necessary for such Mortgage to remain in full force and effect and to secure the Obligations, as modified by the transactions contemplated by this Incremental Amendment, as well as (y) a title report (or title update) showing no Liens, other than Liens permitted by the applicable Mortgage, have arisen with respect to such property since the date of the latest title policy or date-down endorsement, then the Collateral Agent will accept such deliveries in lieu of the requirements set forth in clauses (a) through (d) of this sentence with respect to such property. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other associated costs related thereto.

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

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