Managed Facilities definition
Examples of Managed Facilities in a sentence
Manager hereby irrevocably assigns to Tenant or Caesars IP Holder, as applicable, all right, title and interest in and to any Intellectual Property (including any Property Specific Guest Data or Guest Data) that is created, developed or acquired from time to time by or on behalf of Manager and that is Derivative Work of any Managed Facilities IP.
Manager and its Affiliates shall make or cause to be made available to the Managed Facility, on a Non-Discriminatory basis, licensing or purchasing programs available to each of the Other Managed Facilities and each of the Other Managed Resorts (whether on a national, regional, mandatory, optional or other basis) (each, a “Purchasing Program”).
As of the Commencement Date, Tenant shall ensure that the available funds in the Operating Account (which may be attributable to the Managed Facility, Other Managed Facilities and/or other resorts that are owned by CEOC or its subsidiaries) include at least Two Hundred Ninety-One Million, Five Hundred Twenty-Five Thousand Dollars ($291,525,000) of cash.
Manager shall keep and maintain, on an Operating Year basis in accordance with GAAP, accurate books, records and accounts reflecting all of the financial affairs, and all items of income and expense, in connection with the Operation of the Managed Facility and otherwise in a manner consistent with the then existing policies and standards applicable to Other Managed Facilities and Other Managed Resorts and otherwise reasonably acceptable to Tenant.
Subject to the provisions of Section 5.1 relating to the Annual Budget, the Managed Facility’s specific marketing program shall be in accordance with the Operating Standard, and in any event shall be Non-Discriminatory, and comply with the sales, advertising and public relations policies and guidelines and corporate identity requirements established by Manager, for Other Managed Facilities and Other Managed Resorts, as such policies, guidelines and requirements may be modified from time to time.
Notwithstanding that Manager shall use the Managed Facilities IP in connection with the Operation of the Managed Facility, Manager acknowledges that, as between Caesars IP Holder or Tenant, on the one hand, and Manager, on the other hand, this use of the Managed Facilities IP shall not create in Manager’s favor any proprietary right, title, or interest in or to any of the Managed Facilities IP, and all rights of ownership and control of the Managed Facilities IP shall (subject to Section 7.2.
In no event shall Manager be obligated to pledge or use its own credit or advance any of its own funds to pay any such costs or expenses for the Managed Facilities.
The development and implementation of the Managed Facilities’ specific marketing program shall be effected substantially by Managed Facilities Personnel, with periodic assistance from Corporate Personnel with marketing and sales expertise.
Manager shall process the payroll and benefits for Managed Facilities Personnel.
The Parties acknowledge that the scope of both Manager’s authority and duties as the Manager to Operate the Managed Facilities are limited to the authority and duties set forth in this Agreement.