EFTA01091533Set 9
2016-05-13212p67,062w
Capital, LP; Chatham Asset Management LLC; affiliates of CEC that were
transferees of assets fraudulently transferred from CEOC; the law firm of Paul, Weiss, Rifkind,
2
EFTA01091535
Case ... Support Agreement which, for very little consideration, would have released the
Sponsors, CEC, the transferees of CEOC's assets, CEC's directors, CEOC's directors, and a host
of officers ... paid over $1 million to Friedman Kaplan for its work on that
lawsuit.
E. Transferee Defendants
49. In addition to CIE, CEC, CERP, CAC, and Growth Partners, the Sponsors
https://www.justice.gov/epstein/files/DataSet%209/EFTA01091533.pdf
EFTA01093087Set 9
2000-02-105p1,666w
Member in the Company (the "FTC Interest") to [BLACK
FAMILY PARTNERSHIP] (the "Transferee"), and the Transferee desires to purchase the FTC
Interest and be admitted as a Member in substitution ... Member of the Company.
D. In connection with such Transfer, FTC and the Transferee propose to enter into an
Assignment and Assumption Agreement in the form attached as Exhibit ... Manager's written consent to the Transfer
of the FTC Interest to the Transferee, to the admission of the Transferee as a Member of the
Company in substitution
https://www.justice.gov/epstein/files/DataSet%209/EFTA01093087.pdf
EFTA01083363Set 9
2001-12-205p1,677w
Member of the Company (the "FTC Interest") to BLACK
FAMILY PARTNERS, L.P. (the "Transferee"), and the Transferee desires to purchase the FTC
Interest and be admitted as a Member ... Member of the Company.
D. In connection with such Transfer, FTC and the Transferee propose to enter into an
Assignment and Assumption Agreement in the form attached as Exhibit ... Managing Member's written consent to the
Transfer of the FTC Interest to the Transferee, to the admission of the Transferee as a Member of
the Company in substitution
https://www.justice.gov/epstein/files/DataSet%209/EFTA01083363.pdf
EFTA00585848Set 9
2000-02-105p1,666w
Member in the Company (the "FTC Interest") to [BLACK
FAMILY PARTNERSHIP] (the "Transferee"), and the Transferee desires to purchase the FTC
Interest and be admitted as a Member in substitution ... Member of the Company.
D. In connection with such Transfer, FTC and the Transferee propose to enter into an
Assignment and Assumption Agreement in the form attached as Exhibit ... Manager's written consent to the Transfer
of the FTC Interest to the Transferee, to the admission of the Transferee as a Member of the
Company in substitution
https://www.justice.gov/epstein/files/DataSet%209/EFTA00585848.pdf
EFTA01093082Set 9
2001-12-205p1,651w
Member of the Company (the "FTC Interest") to [BLACK
FAMILY PARTNERSHIP] (the "Transferee"), and the Transferee desires to purchase the FTC
Interest and be admitted as a Member in substitution ... Member of the Company.
D. In connection with such Transfer, FTC and the Transferee propose to enter into an
Assignment and Assumption Agreement in the form attached as Exhibit ... Managing Member's written consent to the
Transfer of the FTC Interest to the Transferee, to the admission of the Transferee as a Member of
the Company in substitution
https://www.justice.gov/epstein/files/DataSet%209/EFTA01093082.pdf
EFTA01083359Set 9
2000-02-104p1,564w
Member in the Company (the "FTC Interest") to BLACK
FAMILY PARTNERS, L.P. (the "Transferee"), and the Transferee desires to purchase the FTC
Interest and be admitted as a Member ... Member of the Company.
D. In connection with such Transfer, FTC and the Transferee propose to enter into an
Assignment and Assumption Agreement in the form attached as Exhibit ... Manager's written consent to the Transfer
of the FTC Interest to the Transferee, to the admission of the Transferee as a Member of the
Company in substitution
https://www.justice.gov/epstein/files/DataSet%209/EFTA01083359.pdf
EFTA01143367Set 9
2012-09-1051p8,591w
price, the form of consideration, the name and address of each prospective purchaser or
transferee and any other material terms and conditions. Upon the request of the Company ... reasonably requested to establish that the offer and the
prospective purchaser or transferee are bona fide.
2.2 Company Right of First Refusal. Subject to Section 3 herein, for a
period ... such pledge, Transfer or gift prior to effecting it, and (B) the pledgee, transferee
or donee shall enter into a written agreement to be bound by and comply with
https://www.justice.gov/epstein/files/DataSet%209/EFTA01143367.pdf
EFTA01143418Set 9
2012-09-1056p15,098w
Refusal of the Investors 21
Section 5 Miscellaneous 23
5.1 Additional investors; Permitted Transferees 23
5.2 Amendment; Waiver 23
I
UE104384085.6
EFTA01143419
5.3 Notices 24
5.4 Governing ... Restricted Securities, or any beneficial interest therein, unless and until (x) the
transferee thereof has agreed in writing for the benefit of the Company to take and hold such
Restricted ... ROFR Agreement"), if in each transfer under clauses (A), (B) or
(C), the prospective transferee agrees in all such instances in writing to be subject to the
terms hereof
https://www.justice.gov/epstein/files/DataSet%209/EFTA01143418.pdf
EFTA01097356Set 9
68p35,148w
demand for repayment was made, (6) any actual payment was made, (7) the transferee had the
ability to repay, (8) records maintained by the transferor and/or the transferee reflected ... whether there
was actual repayment; (3) whether the records of the transferor and transferee
reflected a loan; and (4) whether the transfers were reported for tax purposes
consistent with ... demand for
repayment was made, (6) any actual repayment was made, (7) the transferee had
the ability to repay, (8) any records maintained by the transferor and/or transferee
https://www.justice.gov/epstein/files/DataSet%209/EFTA01097356.pdf
EFTA00583654Set 9
35p18,086w
Person shall mean (a) an Affiliate of such Person, (b) if such
Transferee" Person is a partnership, any general partners thereof, limited partners
thereof, or affiliated partnerships managed ... control with,
such managing partner or management company, (c) with respect to
any corporation - transferees that become transferees either (i) in a
disposition in connection with the dissolution ... child ("Privileged Relation"), or a wholly
owned corporation of such Person, (e) any transferee by will or
operation of law, (f) in the case of a Person that holds shares
https://www.justice.gov/epstein/files/DataSet%209/EFTA00583654.pdf
EFTA00587592Set 9
1996-08-0939p10,431w
event of a transfer of any Membership Interest in the Company, the
transferee shall succeed, as of the date of such transfer, to that portion of the transferor's Capital ... respect to the transferred Membership Interest. As of the date of such transfer,
the transferee Member shall succeed to the Capital Account of the transferor Member with
respect ... Seller has
received a bona fide written offer (the "Purchase Offer") from the prospective transferee (the
"Purchaser") to purchase the Offered Interests for a purchase price (the "Offer Price")
denominated
https://www.justice.gov/epstein/files/DataSet%209/EFTA00587592.pdf
EFTA01201497Set 9
1996-08-0939p10,431w
event of a transfer of any Membership Interest in the Company, the
transferee shall succeed, as of the date of such transfer, to that portion of the transferor's Capital ... respect to the transferred Membership Interest. As of the date of such transfer,
the transferee Member shall succeed to the Capital Account of the transferor Member with
respect ... Seller has
received a bona fide written offer (the "Purchase Offer") from the prospective transferee (the
"Purchaser") to purchase the Offered Interests for a purchase price (the "Offer Price")
denominated
https://www.justice.gov/epstein/files/DataSet%209/EFTA01201497.pdf
Confidential
(j) Result in any interest in the Partnership being held by a transferee that is not an
"accredited investor" (as defined under Regulation D of the Securities ... this 11.1.7.
11.1.8 Reimbursement of Transfer Expenses.
My transferring Partner and such Partner's transferee, jointly and severally, shall be required to
reimburse the Partnership, at the request ... Partner may, in its sole discretion, seek reimbursement
from either the transferor or the transferee of such interest. If either the transferor or the transferee does
not reimburse the Partnership
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01389223.pdf
Confidential
(j) Result in any interest in the Partnership being held by a transferee that is not an
"accredited investor" (as defined under Regulation D of the Securities ... this 11.1.7.
11.1.8 Reimbursement of Transfer Expenses.
My transferring Partner and such Partner's transferee, jointly and severally, shall be required to
reimburse the Partnership, at the request ... Partner may, in its sole discretion, seek reimbursement
from either the transferor or the transferee of such interest. If either the transferor or the transferee does
not reimburse the Partnership
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01364642.pdf
Confidential
(j) Result in any interest in the Partnership being held by a transferee that is not an
"accredited investor" (as defined under Regulation D of the Securities ... this 11.1.7.
11.1.8 Reimbursement of Transfer Expenses.
My transferring Partner and such Partner's transferee, jointly and severally, shall be required to
reimburse the Partnership, at the request ... Partner may, in its sole discretion, seek reimbursement
from either the transferor or the transferee of such interest. If either the transferor or the transferee does
not reimburse the Partnership
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01389645.pdf
Confidential
(j) Result in any interest in the Partnership being held by a transferee that is not an
"accredited investor" (as defined under Regulation D of the Securities ... this 11.1.7.
11.1.8 Reimbursement of Transfer Expenses.
My transferring Partner and such Partner's transferee, jointly and severally, shall be required to
reimburse the Partnership, at the request ... Partner may, in its sole discretion, seek reimbursement
from either the transferor or the transferee of such interest. If either the transferor or the transferee does
not reimburse the Partnership
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01386540.pdf