CONSENT PROCEDURES. If Licensee shall have received a bona fide letter of intent to sell or assign its interest in the Hotel/Casino and the Project, together with its rights under this Agreement, in whole and not in part (hereinafter referred to as “LICENSEE’S PROJECT INTEREST”), and Licensee, pursuant to the terms of such offer, desires to accept such offer, Licensee shall give written notice thereof to Licensor, stating the name and full identity of the prospective purchaser of Licensee’s Project Interest, including the names and addresses of the owners of the equity interests of such prospective purchaser, the purchase price for Licensee’s Project Interest, and all of the material terms and conditions of such proposed assignment or sale, together with all other information with respect thereto requested by Licensor and reasonably available to Licensee. Within thirty (30) days after Licensor’s receipt of such written notice from Licensee, Licensor shall elect, by written notice to Licensee, one of the following alternatives: (i) To acquire Licensee’s Project Interest, or to have its designee or designees (which, in Licensor’s sole discretion, may be an unrelated third party), acquire Licensee’s Project Interest at the same price and upon the same terms and conditions as those set forth in the written notice from Licensee to Licensor, provided that Licensor may substitute cash for the fair market value of any non-cash consideration offered. In the event that Licensor has elected to so acquire or have its designee(s) so acquire Licensee’s Project Interest in accordance with the provisions of the preceding sentence, Licensee and Licensor, or its designee(s), as the case may be, shall promptly thereafter enter into an agreement for sale of Licensee’s Project Interest at the price and on the same terms aforesaid and shall consummate such transaction subject to and in accordance with the terms and conditions thereof. The closing for such transaction shall take place on the later to occur of (A) ninety (90) days after the date of Licensor’s written notice electing to exercise its rights under this Section 16(C)(i), or (B) the fifth (5th) Business Day following Licensor’s receipt of all consents, orders and approvals of any Governmental Authority applicable to such transaction; or (ii) To consent or withhold consent to the sale or assignment of Licensee’s Project Interest to such prospective purchaser, subject to the provisions of Section 16(D) below. Licensor’s consent to a sale or assignment of Licensee’s Project Interest may be given or withheld in its sole discretion, provided that if all of the following conditions are satisfied, Licensor’s consent shall not be unreasonably withheld: (a) At the time of Licensee’s notice pursuant to Section 16(C)(i) and at all times through the date of such sale or assignment, Licensee has paid all Continuing Fees and other payments due to Licensor hereunder; (b) At the time of Licensee’s notice pursuant to Section 16(C)(i) and at all times from the date of such notice through the date of such sale or assignment, there is no: (i) Event of Default by Licensee under this Agreement, (ii) existing defaults or events which would become an Event of Default by Licensee under this Agreement with the giving of notice and passage of time, or (iii) defaults or events which would become an Event of Default by Licensee immediately after the consummation of such sale or assignment; (c) The prospective purchaser possesses management ability and experience and a well-established reputation for quality management in the hotel/gaming industry or has provided by contract for the management of the Project by a Person who possesses such ability, experience and reputation, in accordance with the standards set forth in Section 5(Q) hereof; (d) The prospective purchaser has adequate financial resources to discharge all of the obligations on its part to be performed under this Agreement as and when the same fall due (taking into account the income generated, and reasonably anticipated to be generated, by the Project); (e) The identity of the prospective purchaser (and its constituent partners, major shareholders, senior executive officers and other controlling Persons, if appropriate) has been disclosed to Licensor, all such Persons enjoy a reputation for integrity, honesty and veracity, and no such Person has been refused a gaming license or had a gaming license revoked in any jurisdiction of the United States; and (f) Neither the prospective purchaser nor any of its Affiliates is a HRC Competitor. If Licensor shall fail, neglect or refuse to elect one of the alternatives set forth in Section 16(C)(i) or (ii) within the thirty (30) day period provided for above, the same shall be conclusively deemed to constitute an election and consent to the proposed sale or assignment of Licensee’s Project Interest under Section 16(C)(ii) above and the provisions thereof shall prevail as if Licensor had in writing consented pursuant thereto.
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Sources: License Agreement (Twin River Worldwide Holdings, Inc.)
CONSENT PROCEDURES. If Licensee shall have received a bona fide letter of intent written offer to sell or assign its interest in the Hotel/Casino and the Project, together with its rights under this Agreement, in whole and not in part (hereinafter referred to as “"LICENSEE’S 'S PROJECT INTEREST”"), and Licensee, pursuant to the terms of such offer, desires to accept such offer, Licensee shall give written notice thereof to Licensor, stating the name and full identity of the prospective purchaser of Licensee’s 's Project Interest, including the names and addresses of the owners of the equity interests of such prospective purchaser, the purchase price for Licensee’s 's Project Interest, and all of the material terms and conditions of such proposed assignment or sale, together with all other information with respect thereto requested by Licensor and reasonably available to Licensee. Within thirty (30) days after Licensor’s 's receipt of such written notice from Licensee, Licensor shall elect, by written notice to Licensee, one of the following alternatives:
(i) To acquire Licensee’s 's Project Interest, or to have its designee or designees (which, in Licensor’s 's sole discretion, may be an unrelated third party), acquire Licensee’s 's Project Interest at the same price and upon the same terms and conditions as those set forth in the written notice from Licensee to Licensor, provided that Licensor may substitute cash for the fair market value of any non-cash consideration offered. In the event that Licensor has elected to so acquire or have its designee(s) so acquire Licensee’s 's Project Interest in accordance with the provisions of the preceding sentence, Licensee and Licensor, or its designee(s), as the case may be, shall promptly thereafter enter into an agreement for sale of Licensee’s 's Project Interest at the price and on the same terms aforesaid and shall consummate such transaction subject to and in accordance with the terms and conditions thereof. The closing for such transaction shall take place on the later to occur of (A) ninety (90) days after the date of Licensor’s 's written notice electing to exercise its rights under this Section 16(C)(i), or (B) the fifth (5th) Business Day following Licensor’s 's receipt of all consents, orders and approvals of any Governmental Authority applicable to such transaction; or
(ii) To consent or withhold consent to the sale or assignment of Licensee’s 's Project Interest to such prospective purchaser, subject to the provisions of Section 16(D) below. Licensor’s 's consent to a sale or assignment of Licensee’s 's Project Interest may be given or withheld in its sole discretion, provided that if all of the following conditions are satisfied, Licensor’s 's consent shall not be unreasonably withheld:
(a) At the time of Licensee’s 's notice pursuant to Section 16(C)(i) and at all times through the date of such sale or assignment, Licensee has paid all Continuing Fees and other payments due to Licensor hereunder;
(b) At the time of Licensee’s 's notice pursuant to Section 16(C)(i) and at all times from the date of such notice through the date of such sale or assignment, there is no: (i) Event of Default by Licensee under this Agreement, (ii) existing defaults or events which would become an Event of Default by Licensee under this Agreement with the giving of notice and passage of time, or (iii) defaults or events which would become an Event of Default by Licensee immediately after the consummation of such sale or assignment;
(c) The prospective purchaser possesses management ability and experience and a well-established reputation for quality management in the hotel/gaming industry or has provided by contract for the management of the Project by a Person who possesses such ability, experience and reputation, in accordance with the standards set forth in Section 5(Q5(P) hereof;
(d) The prospective purchaser has adequate financial resources to discharge all of the obligations on its part to be performed under this Agreement as and when the same fall due (taking into account the income generated, and reasonably anticipated to be generated, by the Project);
(e) The identity of the prospective purchaser (and its constituent partners, major shareholders, senior executive officers and other controlling Persons, if appropriate) has been disclosed to Licensor, all such Persons enjoy a reputation for integrity, honesty and veracity, and no such Person has been refused a gaming license or had a gaming license licensed revoked in any jurisdiction of the United States; and
(f) Neither the prospective purchaser nor any of its Affiliates is a HRC Competitor. If Licensor shall fail, neglect or refuse to elect one of the alternatives set forth in Section 16(C)(i) or (ii) within the thirty (30) day period provided for above, the same shall be conclusively deemed to constitute an election and consent to the proposed sale or assignment of Licensee’s 's Project Interest under Section 16(C)(ii) above and the provisions thereof shall prevail as if Licensor had in writing consented pursuant thereto.
Appears in 1 contract
CONSENT PROCEDURES. If Licensee shall have received a bona fide letter of intent Sublessee’s request for Sublessor’s consent to sell any assignment or assign its interest in the Hotel/Casino and the Project, together with its rights sublease for which Sublessor’s consent is required under this Agreement, in whole and not in part (hereinafter referred to as “LICENSEE’S PROJECT INTEREST”), and Licensee, pursuant to the terms of such offer, desires to accept such offer, Licensee Section 13 shall give written notice thereof to Licensor, stating the name and full identity of the prospective purchaser of Licensee’s Project Interest, including the names and addresses of the owners of the equity interests of such prospective purchaser, the purchase price for Licensee’s Project Interest, and all of the material terms and conditions of such proposed assignment or sale, together with all other information with respect thereto requested by Licensor and reasonably available to Licensee. Within be made at least thirty (30) days after Licensorprior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent, construction, and security deposit), and Sublessee shall also provide any other information in Sublessee’s possession (or reasonably obtainable from the proposed Transferee) Sublessor reasonably deems relevant, including without limitation the proposed form of Transfer documentation (which shall be substantially in final form, Sublessor acknowledging that Sublessee and the proposed Transferee may still be in the process of negotiating the final form of documents, provided that Sublessor shall have the right to approve the final form of Transfer documentation). Sublessor shall not unreasonably withhold, condition or delay (beyond the Sublease Response Period, as defined below) its consent to any assignment or subletting of the Premises. For the avoidance of doubt, in no event shall Sublessor have any recapture rights in connection with a request for consent to any assignment or subletting of the Premises under the terms of this Sublease (however, Sublessor does have the recapture right set forth in the first paragraph of this Section 13(B) in the event of a Permitted Transfer to an entity that is a Competitor). As used herein, the “Sublease Response Period” means the period starting on the date that Sublessor receives Sublessee’s written request for consent with all information required herein and ending on the date that is fifteen (15) business days thereafter; provided, however, if within such fifteen (15) business day period Sublessor requests any additional information regarding the proposed Transferee or the proposed Transfer consistent with the information required to be provided above, then the Sublease Response Period shall be the later of (i) such original fifteen (15) business day period or (ii) five (5) business days following Sublessor’s receipt of such written notice from Licenseeadditional information. If Sublessor fails to approve or disapprove a proposed assignment or subletting of the Premises within the Sublease Response Period, Licensor shall elect, by and such failure continues for a further five (5) business days after Sublessee’s written notice to Licensee, one Sublessor of such failure (which notice shall bear the legend “Second Notice: Failure by Sublessor to respond in accordance with Section 13(C) of the following alternatives:
Sublease within five (i5) To acquire Licenseebusiness days shall constitute Sublessor’s Project Interestdeemed approval of the [assignment/sublease] described herein”, then such failure shall constitute Sublessor’s deemed consent to the proposed assignment or to have its designee or designees (which, in Licensor’s sole discretion, may be an unrelated third party), acquire Licensee’s Project Interest at sublease of the same price and upon the same terms and conditions as those set forth in the written notice from Licensee to LicensorPremises for purposes hereof, provided that Licensor may substitute cash for the fair market value of any non-cash consideration offered. In the event that Licensor has elected to so acquire or have its designee(s) so acquire Licensee’s Project Interest in accordance with the provisions of the preceding sentence, Licensee and Licensor, or its designee(s), as the case may be, shall promptly thereafter enter into an agreement for sale of Licensee’s Project Interest at the price and on the same terms aforesaid and shall consummate such transaction subject to and in accordance with the terms and conditions thereof. The closing for such transaction shall take place on the later to occur of (A) ninety (90) days after the date of Licensor’s written notice electing to exercise its rights under this Section 16(C)(i), or (B) the fifth (5th) Business Day following Licensor’s receipt of all consents, orders and approvals of any Governmental Authority applicable to such transaction; or
(ii) To consent or withhold consent to the sale or assignment of Licensee’s Project Interest to such prospective purchaser, subject to the provisions of Section 16(D) below. Licensor’s consent to a sale or assignment of Licensee’s Project Interest may be given or withheld in its sole discretion, provided that if all of the following conditions are satisfied, Licensor’s deemed consent shall not relieve Sublessee of its obligations hereunder (including the obligation to obtain Landlord’s consent under the Primary Lease) or adversely affect Sublessor’s rights set forth herein. Without limiting any other basis in which Sublessor may withhold its consent, it shall not be unreasonably withheld:
(a) At deemed unreasonable for Sublessor to deny consent for the time of Licensee’s notice pursuant to Section 16(C)(i) and at all times through the date of such sale or assignmentfollowing reasons, Licensee has paid all Continuing Fees and other payments due to Licensor hereunder;
(b) At the time of Licensee’s notice pursuant to Section 16(C)(i) and at all times from the date of such notice through the date of such sale or assignment, there is noamong others: (i) Event the business of Default by Licensee under the proposed Transferee or the proposed use of the Premises is inconsistent with the permitted uses contemplated in Section 6(C) of this Agreement, Sublease; (ii) existing defaults the net worth and financial condition of any proposed assignee or events which would become an Event of Default by Licensee under this Agreement with the giving of notice and passage of timesubtenant is not reasonably satisfactory to Sublessor, or (iii) defaults or events which would become an Event of Default by Licensee immediately after the consummation of such sale or assignment;
(c) The prospective purchaser possesses management ability and experience and a well-established reputation for quality management in the hotel/gaming industry or has provided by contract for the management of the Project by a Person who possesses such ability, experience and reputation, in accordance with the standards set forth in Section 5(Q) hereof;
(d) The prospective purchaser has adequate financial resources to discharge all of the obligations on its part to be performed under this Agreement as and when the same fall due (taking into account the income generatedthen remaining obligations under this Sublease (in the case of an assignment) or under the sublease (in the case of a sublease) and Sublessee’s then net worth and financial condition; (iii) any Event of Default shall then exist (beyond any applicable notice or cure period), (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first-class mixed-use multi-tenant laboratory/office building (e.g., shall not be a governmental agency or a non-profit organization), taking into account the existing tenants and use mix at the Building, or the Transferee’s business reputation is reasonably anticipated unsatisfactory to be generatedSublessor (e.g., a current or recent criminal conviction or investigation), or the Transferee’s proposed occupancy would result in a use of any portion of the Premises that is open to the general public on a walk-in basis, or such proposed particular use is not approved by Landlord under the Primary Lease, (v) during the preceding five (5) year period, the Transferee or its affiliate has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee or affiliates, or (vi) the Transfer in question would result in a violation of the Project Documents (as defined in the Primary Lease) or any Applicable Legal Requirement (including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Project);
(e) The identity Office of Foreign Asset Control in the United States Department of the prospective purchaser Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended) (and its constituent partners, major shareholders, senior executive officers and other controlling Persons, if appropriate) has been disclosed to Licensor, all such Persons enjoy a reputation for integrity, honesty and veracity, and no such Person has been refused a gaming license or had a gaming license revoked as defined in any jurisdiction of the United States; and
(f) Neither the prospective purchaser nor any of its Affiliates is a HRC Competitor. If Licensor shall fail, neglect or refuse to elect one of the alternatives set forth in Section 16(C)(i) or (ii) within the thirty (30) day period provided for above, the same shall be conclusively deemed to constitute an election and consent to the proposed sale or assignment of Licensee’s Project Interest under Section 16(C)(ii) above and the provisions thereof shall prevail as if Licensor had in writing consented pursuant theretoPrimary Lease).
Appears in 1 contract
CONSENT PROCEDURES. If Licensee shall have received a bona fide letter of intent to sell or assign its interest in the Hotel/Casino and the Project, together with its rights under this Agreement, in whole and not in part (hereinafter referred to as “"LICENSEE’S 'S PROJECT INTEREST”"), and Licensee, pursuant to the terms of such offer, desires to accept such offer, Licensee shall give written notice thereof to Licensor, stating the name and full identity of the prospective purchaser of Licensee’s 's Project Interest, including the names and addresses of the owners of the equity interests of such prospective purchaser, the purchase price for Licensee’s 's Project Interest, and all of the material terms and conditions of such proposed assignment or sale, together with all other information with respect thereto requested by Licensor and reasonably available to Licensee. Within thirty (30) days after Licensor’s 's receipt of such written notice from Licensee, Licensor shall elect, by written notice to Licensee, one of the following alternatives:
(i) To acquire Licensee’s 's Project Interest, or to have its designee or designees (which, in Licensor’s 's sole discretion, may be an unrelated third party), acquire Licensee’s 's Project Interest at the same price and upon the same terms and conditions as those set forth in the written notice from Licensee to Licensor, provided that Licensor may substitute cash for the fair market value of any non-cash consideration offered. In the event that Licensor has elected to so acquire or have its designee(s) so acquire Licensee’s 's Project Interest in accordance with the provisions of the preceding sentence, Licensee and Licensor, or its designee(s), as the case may be, shall promptly thereafter enter into an agreement for sale of Licensee’s 's Project Interest at the price and on the same terms aforesaid and shall consummate such transaction subject to and in accordance with the terms and conditions thereof. The closing for such transaction shall take place on the later to occur of (A) ninety (90) days after the date of Licensor’s 's written notice electing to exercise its rights under this Section 16(C)(i), or (B) the fifth (5th) Business Day following Licensor’s 's receipt of all consents, orders and approvals of any Governmental Authority applicable to such transaction; or
(ii) To consent or withhold consent to the sale or assignment of Licensee’s 's Project Interest to such prospective purchaser, subject to the provisions of Section 16(D) below. Licensor’s 's consent to a sale or assignment of Licensee’s 's Project Interest may be given or withheld in its sole discretion, provided that if all of the following conditions are satisfied, Licensor’s 's consent shall not be unreasonably withheld:
(a) At the time of Licensee’s 's notice pursuant to Section 16(C)(i) and at all times through the date of such sale or assignment, Licensee has paid all Continuing Fees and other payments due to Licensor hereunder;
(b) At the time of Licensee’s 's notice pursuant to Section 16(C)(i) and at all times from the date of such notice through the date of such sale or assignment, there is no: (i) Event of Default by Licensee under this Agreement, (ii) existing defaults or events which would become an Event of Default by Licensee under this Agreement with the giving of notice and passage of time, or (iii) defaults or events which would become an Event of Default by Licensee immediately after the consummation of such sale or assignment;
(c) The prospective purchaser possesses management ability and experience and a well-established reputation for quality management in the hotel/gaming industry or has provided by contract for the management of the Project by a Person who possesses such ability, experience and reputation, in accordance with the standards set forth in Section 5(Q) hereof;
(d) The prospective purchaser has adequate financial resources to discharge all of the obligations on its part to be performed under this Agreement as and when the same fall due (taking into account the income generated, and reasonably anticipated to be generated, by the Project);
(e) The identity of the prospective purchaser (and its constituent partners, major shareholders, senior executive officers and other controlling Persons, if appropriate) has been disclosed to Licensor, all such Persons enjoy a reputation for integrity, honesty and veracity, and no such Person has been refused a gaming license or had a gaming license revoked in any jurisdiction of the United States; and
(f) Neither the prospective purchaser nor any of its Affiliates is a HRC Competitor. If Licensor shall fail, neglect or refuse to elect one of the alternatives set forth in Section 16(C)(i) or (ii) within the thirty (30) day period provided for above, the same shall be conclusively deemed to constitute an election and consent to the proposed sale or assignment of Licensee’s 's Project Interest under Section 16(C)(ii) above and the provisions thereof shall prevail as if Licensor had in writing consented pursuant thereto.
Appears in 1 contract