The Xxxxxxxx xxx Intellectual Property owned by Xxxxxxxx.xxx or any of its subsidiaries is free and clear of all Liens.
The Xxxxxxxx. Equity Holders shall cease to directly own and control, of record and beneficially, at least 100% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower on a fully diluted basis (which for this purpose shall exclude all Equity Interests that have not yet vested); or
The Xxxxxxxx. (a) The Caesars Parties have made available to Growth Partners prior to the date hereof complete and accurate copies of the Disbursement Agreement, the Xxxxxxxx Construction Plans, the general contractors agreement, the architect’s agreement and all other material contracts relating to construction of The Xxxxxxxx (the “Xxxxxxxx Construction Contracts”), in each case, as in effect on the date hereof. There is no breach or violation of or default by any Company Party or its Subsidiaries or, to the Knowledge of the Caesars Parties, by any other party under any material provision of any Cromwell Construction Contract, whether or not such breach, violation or default has been waived and each Caesars Party and, to the Knowledge of the Caesars Parties, each other party thereto is in material compliance with its obligations under each Xxxxxxxx Construction Contract.
The Xxxxxxxx. (a) From the date of this Agreement through and including the Xxxxxxxx Completion Date, the Caesars Parties shall, and prior to the Closing shall cause CIC and its Subsidiaries to, diligently construct and develop The Xxxxxxxx in accordance with the Xxxxxxxx Construction Plans, as such Xxxxxxxx Construction Plans are updated or amended pursuant to this Section 8.10.
The Xxxxxxxx xxx Stockholders acknowledge that the basis for relying on exemptions from registration or qualification are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the transactions contemplated hereby are in fact exempt from registration or qualification.
The Xxxxxxxx. Xx used herein, the term "Landlord" means the Landlord originally so named as well as its successors and assigns, and any other subsequent owner of the leasehold estate or reversion in the Center, as well as the heirs, personal representatives, successors and assigns of any such subsequent owner, each of whom shall have the same rights, remedies, powers, authorities and privileges as he would have had if he had originally signed this Lease as Landlord, but any such person, whether or not named herein, shall have no liability hereunder after he shall cease to hold the title to or a leasehold interest in the said real estate, except for obligations which may have theretofore accrued. Neither Landlord nor any principal of Landlord, whether disclosed or undisclosed, shall have any personal liability with respect to this Lease, the Premises and the Center. After Tenant has accepted and taken occupancy of the Premises, Tenant shall look only to Landlord's estate and property in the Center (or the proceeds thereof) for the satisfaction of Tenant's remedies for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord or its partners or principals, disclosed or undisclosed shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant's remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenant's use or occupancy of the Premises. [SEE RIDER]