Adverse Regulatory Action. The parties acknowledge and agree that an important purpose of this Agreement is to allow the Lakes Entities to promptly achieve any and all necessary regulatory approval and if applicable, become licensed by the National Indian Gaming Commission ("NIGC") and any applicable state and tribal regulatory authorities (collectively, the "Regulatory Authorities") and to immediately allow the completion of design, construction and/or management of a gaming facility on lands of the Tribe. Should any of the Regulatory Authorities take any action to nullify or otherwise disrupt this Agreement, then the parties shall immediately meet and negotiate in good faith to agree to such modifications as may be necessary to obtain such regulatory approval hereof while still maintaining the intents and purposes of this Agreement, with any disputes related thereto resolved by arbitration as provided for above; provided however that if at any time any Regulatory Authorities shall issue a determination that Kean is unsuitable under any applicable gaming laws and txxx may not receive the Kean Consulting Fee, then Kean's right to receive such Fex xxreunder shall immediatxxx xxrminate, but such rights shall be reinstated if within one (1) year after the issuance thereof, such ruling is reversed or vacated and Kean is found to be suitable.
Adverse Regulatory Action. Any Credit Party (i) is found to be out of compliance with any Applicable Government Order or (ii) has received notice of intention from (A) the Department of Health and Human Services or any state agency to exclude or suspend any Credit Party from participation in federal or state healthcare programs or (B) the FDA or other regulatory body or agent of a Governmental Authority thereof withdrawing its approval or clearance of any product of any Credit Party or commencing any action to suspend or enjoin manufacturing, production, sale, distribution, import, or export any product of any Credit Party, other than, in the case of each of the foregoing clauses (i) and (ii), as would not reasonably be expected to have a Material Adverse Effect; or
Adverse Regulatory Action. Any governmental regulatory authority or environmental protection agency shall take or institute action which, in the reasonable opinion of Bank, may materially and adversely affect Borrower's condition, operations or ability to repay the Obligations; or
Adverse Regulatory Action. Upon an Adverse Regulatory Action that triggers an Optional Purchase Right as set forth in Section 7.5.
Adverse Regulatory Action. The Parties hereto acknowledge and agree that Lakes conducts business in a highly regulated industry under privileged licenses issued by gaming regulatory authorities. Lakes maintains compliance programs that have been established to protect and preserve its name, reputation, integrity, and goodwill and to monitor compliance with the requirements established by gaming regulatory authorities. Performance of this Agreement is contingent upon both Parties compliance with the laws, regulations, and policies in jurisdictions where business activity is conducted. Failure to comply with laws, regulations, and policies in jurisdictions where business is conducted could result in termination of this Agreement, Optional Purchase, or both. The Parties agree to cooperate with requests, inquiries, or investigations of gaming regulatory agencies in connection with the performance of this Agreement. If Lakes determines that any owner of any Equity Interest is an Unsuitable Owner, Lakes shall send the Unsuitable Owner written notice of such unsuitability. The Unsuitable Owner shall have 90 days to correct the cause of such unsuitability (the “Defect”) to the sole satisfaction of Lakes. If the Unsuitable Owner cannot cure the Defect or chooses to cure the Defect by transferring its Equity Interest to any third party, then Lakes may immediately terminate this Agreement and have the option to purchase an Unsuitable Owner’s Equity Interest (if applicable) as set forth in Section 5.2 above. For the purposes of this Agreement, an “Unsuitable Owner” is any party whose ownership of an Equity Interest, or of being a party to this Agreement, could jeopardize the gaming licenses or permits held by Lakes or the JV or for which they are applying, or their status with any gaming regulatory authority or similar law enforcement authority. If this Agreement is terminated, neither Party shall have any additional rights or obligations hereunder, except for those liabilities or debts incurred prior to termination.
Adverse Regulatory Action. In the event that, the SEC, ISB, AICPA or any applicable federal or state regulatory or professional agency or body either does not permit or acts (or in writing threatens to act within its jurisdiction) to restrict or adversely affect in any material way (including but not limited to license revocation or nonrenewal, issuance of "Tandy" or similar letters or announcements, or imposition of significant review and/or approval requirements regarding the structure of this transaction or performance by the parties thereof) the performance by (i) the Buyer of non-attest accounting and consulting services which are not Public Accounting Services or (ii) the Seller of Public Accounting Services, despite good faith efforts by the parties in compliance with the provisions of this Agreement (an "Adverse Regulatory Action") after the Closing, there shall be no indemnification claim or offset by any of the parties hereto with respect to such Adverse Regulatory Action or Damages arising therefrom, it being acknowledged that any such Adverse Regulatory Action may likely adversely impact the financial condition of the Buyer and/or the Seller and the amounts payable (i) as Earnout Payments, (ii) to partners and employees of the Seller, and (iii) under the Managing Director Employment Agreement and the Senior Managing Director Employment Agreement, among other things.
Adverse Regulatory Action. Any governmental or regulatory body having jurisdiction or any LDC shall take any adverse action (in the sole judgment of the Majority Lenders) against the Parent, a Borrower or any of their respective Subsidiaries.
Adverse Regulatory Action. Borrower and/or Banks shall not become subject to any public regulatory action, including without limitation a consent order or written agreement.
Adverse Regulatory Action. This Agreement may be terminated by any party immediately in the event of regulatory action which would necessitate such termination.
Adverse Regulatory Action. Following an order by the FERC or any other regulatory agency having jurisdiction, the Participants shall each review such order, letter or communication to determine if the FERC or any agency having jurisdiction has changed or modified a condition or conditions, deleted a condition or conditions, or imposed a new condition or conditions with regard to this Agreement; or has conditioned its approval of this Agreement upon changes or modifications to a condition or conditions, deletion of a condition or conditions or imposition of a new condition or conditions. The Participant receiving such order, letter or communication shall promptly provide a copy of such order, letter or communication to the other Participants. Within fifteen (15) business days after receipt by the other Participants of the copy of the order, letter or communication, the Participants shall indicate to each other in writing their acceptance or rejection of this Agreement based upon any changes, modifications, deletions or new conditions required by the FERC or any agency having jurisdiction. A failure to notify within said fifteen (15) business day period shall be equivalent to a notification of acceptance. If any Participant rejects this Agreement because the FERC or any agency having jurisdiction has changed or modified a condition, deleted a condition or imposed a new condition with respect to this Agreement, or has conditioned its approval on such a change, modification, deletion or new condition, the Participants will be deemed to have rejected this Agreement and they shall attempt, in good faith, to renegotiate the terms and conditions of this Agreement to resolve such changed, modified, deleted or new condition to the satisfaction of the Participants within one hundred twenty (120) days after the date of such order, letter or communication and thereafter to obtain requisite regulatory approval of such renegotiated agreement.
