Common use of Manager Assignments Restricted Clause in Contracts

Manager Assignments Restricted. Except as otherwise permitted in this Article XI, Manager may not cause, permit or suffer an Assignment, in whole or in part, of Manager’s right, title and interest in and to this Agreement without the prior consent of Owner which may be granted or withheld in Owner’s sole discretion; provided, however, that Manager may assign its right, title and interest in and to this Agreement without Owner’s consent (a) to any Affiliate of Manager that is directly or indirectly wholly owned by CEOC or (b) in connection with a Substantial Sale; provided, that neither the proposed transferee nor any of its direct or indirect Equity Owners, is an Owner Prohibited Person and provided further that Manager shall (a) provide written notice to Owner at least thirty (30) days prior to the proposed Assignment, specifying in reasonable detail the nature of the Assignment, and such additional information as Owner may reasonably request in order to determine whether the proposed transferee is an Owner Prohibited Person, and (b) the assignee shall assume the obligations of Manager under this Agreement and shall agree in writing to be bound by this Agreement from and after the date of the Assignment, and Manager shall provide Owner with a copy of such agreement, together with copies of all other documents effecting such Assignment, within ten (10) days following the date of this Assignment. Any transfer of all or a portion of the equity interests in Manager to a Person who is not a direct or indirect wholly owned subsidiary of CEOC shall be deemed an Assignment for purposes of this Section 11.2. Any Assignment in violation of the terms of this Article XI shall be void and of no force or effect as between the Parties and shall constitute an Event of Default governed by the terms of Article XVI.