Common use of Agreement; Effect of Inconsistencies with Act Clause in Contracts

Agreement; Effect of Inconsistencies with Act. The Members agree to the terms and conditions of this Agreement, as it may from time to time be amended, supplemented or restated according to its terms. The Members intend that this Agreement shall be the sole source of the relationship among the parties with respect to the matters set forth herein related to the Property, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the smallest degree possible in order to make such provision effective under the Act. If the Act is subsequently amended or interpreted in such a way as to validate a provision of this Agreement that was formerly invalid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. Each Member and the Manager shall be entitled to rely on the provisions of this Agreement, and no Member or the Manager shall be liable to the Company or to any other Member for any action or refusal to act taken in good faith reliance on this Agreement.

Agreement; Effect of Inconsistencies with Act. The Members agree to the terms and conditions of this Agreement, as it may from time to time be amended, supplemented or restated according to its terms. The Members intend that this Agreement shall be the sole source of the relationship among between the parties Members with respect to their interests in and management of the matters set forth herein related to the PropertyCompany, and and, except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Regulations or is expressly prohibited or ineffective under the ActAct or other applicable laws, to the fullest extent permitted by la w, this Agreement shall govern, even when inconsistent with, or different thanfrom, the provisions of the Act or any other law. To the extent any provision of this Agreement is prohibited or ineffective under the ActAct or other applicable laws, this Agreement shall be considered amended to the smallest degree possible in order to make such provision effective under the ActAct or other applicable laws. If the Act is subsequently amended or interpreted in such a way as to validate a provision of this Agreement that was formerly invalid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. Each Member and the Manager shall be entitled to rely on the provisions of this Agreement, and no Member or the Manager shall be liable to the Company or to any other Member for any action or refusal to act taken in good faith reliance on the terms of this Agreement.

Agreement; Effect of Inconsistencies with Act. The Members agree to the terms and conditions of this Agreement, as it may from time to time be amended, supplemented or restated according to its terms. The Members intend that this Agreement shall be the sole source of the relationship agreement among the parties with respect to the matters set forth herein related to the Propertyparties, and and, except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the smallest degree possible in order to make such provision effective under the Act. If the Act is subsequently amended or interpreted in such a way as to validate a provision of this Agreement that was formerly invalid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. Each Member and the Manager shall be entitled to rely on the provisions of this Agreement, and no Member or the Manager shall be liable to the Company or to any other Member for any action or refusal to act taken in good faith reliance on this Agreement, except for gross negligence or willful misconduct. The Members and the Company agree that the duties and obligations imposed on the Members and Managers as such shall be limited to those set forth in this Agreement, which is intended to govern the relationship among the Company, the Members and the Managers, notwithstanding any provision of the Act or common law to the contrary, including any fiduciary or similar obligations imposed at law or in equity.

Agreement; Effect of Inconsistencies with Act. The Members hereby adopt this Agreement as the limited liability agreement of the Company, to set forth the rules, regulations and provisions regarding the management of the business of the Company, the governance of the Company, the conduct of its business and the rights and privileges of its Members. The Members agree to the terms and conditions of this Agreement, as it may from time to time be amended, supplemented or restated according to its terms. The Members intend that powers and authorities granted by this Agreement shall be the sole source of the relationship among the parties with respect are subject to the matters set forth herein related to the Property, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other lawAct. To the extent any provision of this Agreement is prohibited or ineffective under the ActAct or any other law, this Agreement shall be considered amended to the smallest degree possible in order to make such provision effective under the ActAct or such other law. If the Act or applicable law is subsequently amended or interpreted in such a way as to validate a provision of this Agreement that was formerly invalid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. Each Member and the Manager shall be entitled to rely on the provisions of this Agreement, and no Member or the Manager shall be liable to the Company or to any other Member for any action or refusal to act taken in good faith reliance on this Agreement. Notwithstanding anything herein to the contrary, Section 18-210 of the Act (entitled “Contractual Appraisal Rights”) shall not apply or be incorporated into this Agreement.

Agreement; Effect of Inconsistencies with Act. The Members Partners agree to the terms and conditions of this Agreement, as it may from time to time be amended, supplemented or restated according to its terms. The Members Partners intend that this Agreement shall be the sole source of the relationship among agreement between the parties with respect to the matters set forth herein related to the Propertyparties, and and, except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the smallest degree possible in order to make such provision effective under the Act. If the Act is subsequently amended or interpreted in such a way as to validate a provision of this Agreement that was formerly invalid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. Each Member and the Manager Partner shall be entitled to rely on the provisions of this Agreement, and no Member or the Manager Partner shall be liable to the Company Partnership or to any other Member Partner for any action or refusal to act taken in good faith reliance on this Agreement. The Partners and the Partnership agree that the duties and obligations imposed on the Partners as such shall be those set forth in this Agreement, which is intended to govern the relationship among the Partnership and the Partners, notwithstanding any provision of the Act or common law to the contrary.

Agreement; Effect of Inconsistencies with Act. The Members Partners agree to the terms and conditions of this Agreement, as it may from time to time be amended, supplemented or restated according to its terms. The Members Subject to Section 13.2, the Partners intend that this Agreement and the Transaction Documents shall be the sole source of the relationship agreement among the parties with respect to the matters set forth herein related to the Propertyparties, and and, except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the smallest degree possible in order to make such provision effective under the Act. If the Act is subsequently amended or interpreted in such a way as to validate a provision of this Agreement that was formerly invalid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. Each Member and the Manager Partner shall be entitled to rely on the provisions of this Agreement, and no Member or the Manager Partner shall be liable to the Company Partnership or to any other Member Partner for any action or refusal to act taken in good faith reliance on this Agreement. The Partners and the Partnership agree that the duties and obligations imposed on the Partners as such shall be those set forth in this Agreement, which is intended to govern the relationship among the Partnership and the Partners, notwithstanding any provision of the Act or common law to the contrary.

Agreement; Effect of Inconsistencies with Act. The Members hereby adopt this Agreement as the limited liability agreement of the Company, to set forth the rules, regulations and provisions regarding the management of the business of the Company, the governance of the Company, the conduct of its business and the rights and privileges of its Members. The Members agree to the terms and conditions of this Agreement, as it may from time to time be amended, supplemented or restated according to its terms. The Members intend that powers and authorities granted by this Agreement shall be the sole source of the relationship among the parties with respect are subject to the matters set forth herein related to the Property, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other lawand the Gaming Laws in all applicable jurisdictions. To the extent any provision of this Agreement is prohibited or ineffective under the ActAct or any other law, this Agreement shall be considered amended to the smallest degree possible in order to make such provision effective under the ActAct or such other law. If the Act or applicable law is subsequently amended or interpreted in such a way as to validate a provision of this Agreement that was formerly invalid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. Each Member and the Manager shall be entitled to rely on the provisions of this Agreement, and no Member or the Manager shall be liable to the Company or to any other Member for any action or refusal to act taken in good faith reliance on this Agreement. Notwithstanding anything herein to the contrary, Section 18-210 of the Act (entitled “Contractual Appraisal Rights”) shall not apply or be incorporated into this Agreement.

Agreement; Effect of Inconsistencies with Act. The Members agree to It is the terms and conditions express intention of this Agreement, as it may from time to time be amended, supplemented or restated according to its terms. The Members intend the parties that this Agreement shall be the sole source of agreement of the relationship among the parties with respect to the matters set forth herein related to the Propertyparties, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other lawlaw or rule. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the smallest degree possible in order to make such provision the Agreement effective under the Act. If hi the event the Act is subsequently amended or interpreted in such a way as to validate a make any provision of this Agreement that was formerly invalidinvalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. Each The Member and the Manager Managers shall be entitled to rely on the provisions of this Agreement, and no the Member or and the Manager Managers shall not be liable to the Company or to any other Member for any action or refusal to act taken in good faith reliance on the terms of this Agreement. The Member and the Company hereby agree that the duties and obligations imposed on the Member as such shall be those set forth in this Agreement, which is intended to govern the relationship between the Company, the Managers, and the Member, notwithstanding any provisions of the Act or common law to the contrary.