Common use of Adjustments in Certain Circumstances Clause in Contracts

Adjustments in Certain Circumstances. Notwithstanding anything to the contrary contained in this Agreement, if any Company is or is deemed to be an Excluded Company (as defined in the Membership Interest Purchase Agreement) in accordance with the terms of the Membership Interest Purchase Agreement, then (i) the premises consisting of the real property, and facilities, improvements and fixtures thereon, associated with any of the Divested Facilities or Belterra Park, as applicable, operated by such Excluded Company (“Excluded Company Property”) shall not be included within the “Facilities” or “Leased Property” under the Xxxx Master Lease; (ii) such Excluded Company Property shall be included within the “Facilities” and “Leased Property” under the Amended Pinnacle Master Lease; and (iii) adjustments shall be made to the rent and Percentage Rent Breakpoint Amount under each of the Xxxx Master Lease and the Amended Pinnacle Master Lease so as to include values on account of such Excluded Company Property in the Amended Pinnacle Master Lease and to exclude such values from the Xxxx Master Lease, prior to the Divestiture Closing Date; provided, however, that: (A) if Purchaser later acquires the membership interests in any such Excluded Company pursuant to Section 9.11 of the Membership Interest Purchase Agreement (any such later-acquired Company, a “Later-Acquired Company”), then substantially concurrently with such acquisition, (x) the Xxxx Master Lease shall be amended to include the Excluded Company Property of such Later-Acquired Company (“Later-Acquired Property”) on financial terms consistent with this Agreement and (y) the Amended Pinnacle Master Lease shall be amended to remove such Later-Acquired Property; (B) if Gold LLC is required or agrees to consent to an alternative divestiture, hold-separate or similar arrangement contemplated by paragraphs 1(a)(ii)-(iv) or 1(b) of the Consent Agreement (each, an “Alternative Transaction”), then GLPI hereby agrees to enter into (and/or cause its applicable subsidiaries to enter into) the lease(s) in the form and pursuant to the terms set forth in the Consent Agreement and related transaction documents to the extent necessary to effect such Alternative Transaction(s) in a manner consistent with the Consent Agreement and the parties shall cooperate in good faith to amend, to the extent applicable, the Amended Pinnacle Master Lease and the Xxxx Master Lease accordingly; and (C) if the arrangements provided for in this Section 9 cannot lawfully be implemented pursuant to applicable Gaming Regulations or other applicable Legal Requirements, Xxxx, Purchaser and Penn shall endeavor in good faith to agree upon alternative reasonable arrangements that are not in violation of applicable Gaming Regulations or other applicable Legal Requirements and that implement the intent of the Parties as reflected herein. Each of Xxxx, Purchaser and Penn agrees that the foregoing shall in no way modify, amend or waive any provision of the Membership Interests Purchase Agreement and that, in the event of any conflict or inconsistency between the terms of this Section 9 and the terms of the Membership Interests Purchase Agreement, the terms of the Membership Interest Purchase Agreement shall control.

Adjustments in Certain Circumstances. Notwithstanding anything Subject to Section 4.09: (a) if at any time prior to the contrary contained in this AgreementExpiry Time, if any the Company is or is deemed to be an Excluded Company (as defined in the Membership Interest Purchase Agreement) in accordance with the terms of the Membership Interest Purchase Agreement, then shall (i) consolidate the premises consisting outstanding Common Shares into a lesser number of the real property, and facilities, improvements and fixtures thereon, associated with any of the Divested Facilities Common Shares or Belterra Park, as applicable, operated by such Excluded Company (“Excluded Company Property”) shall not be included within the “Facilities” or “Leased Property” under the Xxxx Master Lease; (ii) subdivide the outstanding Common Shares into a greater number of Common Shares, as the case may be, the holder, if the Special Warrants have not been exercised prior to the effective date of such Excluded Company Property consolidation or subdivision, as the case may be, upon the exercise of such Special Warrant thereafter, shall be included within entitled to receive and shall accept, the “Facilities” and “Leased Property” under number of Common Shares of the Amended Pinnacle Master Lease; and (iii) adjustments Company that the holder would have been entitled to receive on such consolidation or subdivision if, on the record date or the effective date thereof, as the case may be, it had been the registered holder of the number of Common Shares to which it is by its Warrant Certificate, prima facie, entitled. Such adjustment shall be made successively whenever any event referred to the rent and Percentage Rent Breakpoint Amount under each of the Xxxx Master Lease and the Amended Pinnacle Master Lease so as to include values on account of such Excluded Company Property in the Amended Pinnacle Master Lease and to exclude such values from the Xxxx Master Lease, this subsection (a) shall occur; (b) if at any time prior to the Divestiture Closing Date; providedExpiry Time, however, that: (A) if Purchaser later acquires the membership interests in any such Excluded Company pursuant to Section 9.11 there is a reclassification or redesignation of the Membership Interest Purchase Agreement Common Shares into other shares or a reorganization of the Company (any such later-acquired Company, a “Later-Acquired Company”other than as described in (a) hereof), then or an amalgamation, merger or arrangement of the Company with or into any other body corporate or other entity (other than an amalgamation, merger or arrangement, which does not result in a reclassification of the outstanding Common Shares or a change of the Common Shares into other shares) or a sale or conveyance of the property and assets of the Company as an entirety or substantially concurrently with as an entirety to any other body corporate or other entity, the holder, if the Special Warrants have not been exercised prior to the effective date of such acquisitionreclassification, (x) redesignation, change, reorganization, amalgamation, merger, arrangement, sale or conveyance, upon the Xxxx Master Lease exercise of such Special Warrant thereafter, shall be amended entitled to include receive and shall accept the Excluded number of Common Shares or other securities or property of the Company Property or of the body corporate, or other entity, resulting from such Later-Acquired amalgamation, merger or arrangement or to which such sale or conveyance may be made, as the case may be, that the holder would have been entitled to receive on such reclassification, redesignation, change, reorganization, amalgamation, merger, arrangement, sale or conveyance if, on the record date or the effective date thereof, as the case may be, it had been the registered holder of the number of Common Shares to which it is by its Warrant Certificate, prima facie, entitled; In the case of the amalgamation, merger or arrangement with or sale or conveyance of the property and assets of the Company as an entirety or substantially as an entirety to another body corporate or other entity (“Later-Acquired Property”) on financial terms consistent with the "Successor"), the Successor shall expressly assume, by written agreement executed and delivered to the holder, the due and punctual performance and observance of each and every covenant and condition of this Agreement Indenture and (y) the Amended Pinnacle Master Lease shall Warrant Certificate to be amended to remove such Later-Acquired Propertyperformed and observed by the Company; (Bc) if Gold LLC is required at any time prior to the Expiry Time, the Company shall pay any stock dividend or agrees stock dividends upon the Common Shares, the holder, if the Special Warrants have not been exercised prior to consent the record date for payment of such stock dividend or dividends, upon the exercise of such Special Warrants thereafter, shall be entitled to an alternative divestiture, hold-separate or similar arrangement contemplated by paragraphs 1(a)(ii)-(iv) or 1(b) receive in addition to the number of Common Shares such additional number of securities of the Consent Agreement appropriate class that the holder would have been entitled to receive if on the record date for payment of such stock dividend or dividends it had been the registered holder of the number of Common Shares to which it is by its Warrant Certificate, prima facie, entitled; (each, an “Alternative Transaction”), then GLPI hereby agrees to enter into (and/or cause its applicable subsidiaries to enter intod) the lease(s) in the form and adjustments provided for herein are cumulative. After any adjustment pursuant to the terms set forth in the Consent Agreement and related transaction documents to the extent necessary to effect such Alternative Transaction(s) in a manner consistent with the Consent Agreement and the parties shall cooperate in good faith to amend, to the extent applicablehereto, the Amended Pinnacle Master Lease and the Xxxx Master Lease accordingly; and (C) if the arrangements provided for term "Common Shares" where used in this Section 9 cannot lawfully Indenture shall be implemented pursuant interpreted to applicable Gaming Regulations or other applicable Legal Requirements, Xxxx, Purchaser and Penn shall endeavor in good faith to agree upon alternative reasonable arrangements that are not in violation of applicable Gaming Regulations or other applicable Legal Requirements and that implement the intent of the Parties as reflected herein. Each of Xxxx, Purchaser and Penn agrees that the foregoing shall in no way modify, amend or waive any provision of the Membership Interests Purchase Agreement and that, in the event mean Common Shares of any conflict class or inconsistency between the terms classes which, as a result of this Section 9 and the terms of the Membership Interests Purchase Agreementall prior adjustments pursuant hereto, the terms holder is entitled to receive upon the exercise of the Membership Interest Purchase Agreement shall control.its Special Warrants;