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

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 powers and authorities granted by this Agreement are subject to the provisions of the Act. To the extent any provision of this Agreement is prohibited or ineffective under the Act or any other law, this Agreement shall be considered amended to the smallest degree possible in order to make such provision effective under the Act 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 shall be entitled to rely on the provisions of this Agreement, and no Member 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 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 powers and authorities granted by this Agreement are subject to the provisions of the ActAct and the Gaming Laws in all applicable jurisdictions. To the extent any provision of this Agreement is prohibited or ineffective under the Act or any other law, this Agreement shall be considered amended to the smallest degree possible in order to make such provision effective under the Act 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 shall be entitled to rely on the provisions of this Agreement, and no Member 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 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 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 powers and authorities granted by Partners intend that this Agreement are subject shall be the sole source of the agreement between the parties, 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 ActAct or any other law. To the extent any provision of this Agreement is prohibited or ineffective under the Act or any other lawAct, this Agreement shall be considered amended to the smallest degree possible in order to make such provision effective under the Act or such other lawAct. 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 Partner shall be entitled to rely on the provisions of this Agreement, and no Member 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. Notwithstanding anything herein 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, 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 hereby adopt this Agreement as the limited liability agreement For and in consideration of the Company, to set forth the rules, regulations mutual covenants herein contained and provisions regarding the management of the business of the Companyfor other good and valuable consideration, the governance receipt and sufficiency of the Companywhich is hereby acknowledged, the conduct of its business and Members executing the rights and privileges of its Members. The Members Operating Agreement hereby agree to the terms and conditions of this the Operating Agreement, as it may from time to time be amended, supplemented or restated amended according to its terms. The powers and authorities granted It is the express intention of the Members that the Operating Agreement shall be the sole source of agreement of the parties, and, except to the extent a provision of the Operating Agreement expressly incorporates federal income tax rules by this reference to sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, the Operating Agreement are subject to shall govern, even when inconsistent with, or different than, the provisions of the ActAct or any other law or rule. To the extent any provision of this the Operating Agreement is prohibited or ineffective under the Act or any other lawAct, this the Operating Agreement shall be considered amended to the smallest degree possible in order to make such provision the Operating Agreement effective under the Act or such other lawAct. If In the event the Act or applicable law is subsequently amended or interpreted in such a way as to validate a make any provision of this the Operating 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 Members hereby agree that each Member shall be entitled to rely on the provisions of this Operating Agreement, and no Member 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. 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.Operating

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 powers and authorities granted by Members intend that this Agreement are subject shall be the sole source of the relationship between the Members with respect to their interests in and management of the Company, 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 or other applicable laws, to the fullest extent permitted by la w, this Agreement shall govern, even when inconsistent with, or different from, the provisions of the ActAct or any other law. To the extent any provision of this Agreement is prohibited or ineffective under the Act or any other lawapplicable laws, this Agreement shall be considered amended to the smallest degree possible in order to make such provision effective under the Act or such other lawapplicable laws. 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 shall be entitled to rely on the provisions of this Agreement, and no Member 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 terms of the Act (entitled “Contractual Appraisal Rights”) shall not apply or be incorporated into this Agreement.

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 powers and authorities granted by Members intend that this Agreement are subject shall be the sole source of the agreement among the parties, 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 ActAct or any other law. To the extent any provision of this Agreement is prohibited or ineffective under the Act or any other lawAct, this Agreement shall be considered amended to the smallest degree possible in order to make such provision effective under the Act or such other lawAct. 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 shall be entitled to rely on the provisions of this Agreement, and no Member 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. Notwithstanding anything herein 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, Section 18-210 of the Act (entitled “Contractual Appraisal Rights”) shall not apply including any fiduciary or be incorporated into this Agreementsimilar obligations imposed at law or in equity.