Common use of Authority, Approvals, Enforceability and Consents Clause in Contracts

Authority, Approvals, Enforceability and Consents. (a) The Company has the entity power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it and to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to be executed and delivered by it and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers or other governing body of the Company and no other entity proceedings on the part of the Company or its member are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby. (c) This Agreement has been, and the other Transaction Documents to be executed and delivered by the Company at the Closing will, at the Closing, have been, duly executed and delivered by the Company and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject to the Enforceability Exceptions. (d) The execution, delivery and performance by the Company and the Seller of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision of the Organizational Documents of the Company; (ii) after notice or lapse of time or both, violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company is a party or by which any of its properties or assets are bound or otherwise subject or require any consent or waiver of any party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company; (iv) violate or conflict with any Law applicable to the Company or its respective businesses or properties; or (v) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Authority, except in connection, or in compliance, with the notification and waiting period requirements of the HSR Act; except, in each case of (ii), (iii), (iv) or (v), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations hereunder or under any Transaction Document.

Authority, Approvals, Enforceability and Consents. (a) The Company Parent and Merger Subsidiary each has the entity corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it Parent and Merger Subsidiary and to perform its respective obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company Parent and Merger Subsidiary of this Agreement and the other Transaction Documents to be executed and delivered by it Parent and Merger Subsidiary and the consummation by the Company Parent and Merger Subsidiary of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers Directors or other governing body of the Company Parent and Merger Subsidiary and no other entity corporate proceedings on the part of the Company or its member Parent and Merger Subsidiary are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it Parent and Merger Subsidiary and the transactions contemplated hereby and thereby. (c) This Agreement has been, been and the other Transaction Documents to be executed and delivered by the Company Parent and Merger Subsidiary at the Closing will, at the Closing, have been, been duly executed and delivered by the Company Parent and Merger Subsidiary, and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company Parent and Merger Subsidiary enforceable against the Company Parent in accordance with their respective termsterms except as enforceability may be limited by applicable bankruptcy, subject insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (d) The execution, delivery and performance by the Company Parent and the Seller Merger Subsidiary of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller them and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision provisions of the Organizational Documents articles of the Companyincorporation or bylaws of Parent or Merger Subsidiary; (ii) (after notice or lapse of time or both, ) violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company Parent or Merger Subsidiary is a party Party or by which any of its their properties or assets are is bound or otherwise subject or require any consent or waiver of any party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company; (iv) violate or conflict with any Law applicable to the Company Parent or Merger Subsidiary or its respective businesses business or properties; or (viv) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority. (e) The Parent Common Stock to be delivered to the Shareholders in accordance with this Agreement has been duly authorized and, except when so delivered in connection, or in compliance, accordance with the notification terms of this Agreement, will have been duly authorized, validly issued, fully paid and waiting period requirements non-assessable, will not have been issued in violation of any preemptive rights or, assuming that the Shareholders are not in breach of the HSR Act; exceptrepresentations and warranties contained in Section 6.4 of this Agreement, in each case of (ii), (iii), (iv) any U.S. federal or (v), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations hereunder or under any Transaction Documentstate securities Laws.

Authority, Approvals, Enforceability and Consents. (a) The Company has the entity corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it and to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to be executed and delivered by it and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers or other governing body Directors of the Company and its shareholders and no other entity corporate proceedings on the part of the Company or its member shareholders are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it the Company and the transactions contemplated hereby and thereby. (c) This Agreement has been, and the other Transaction Documents to be executed and delivered by the Company at the Closing will, at the Closing, have been, duly executed and delivered by the Company and constitutes constitute (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company and the Shareholders enforceable against the Company and the Shareholders in accordance with their respective terms, subject except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (d) The execution, delivery and performance by the Company and the Seller of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller Shareholders and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision of the Organizational Documents organizational documents of the Company; (ii) (after notice or lapse of time or both, ) violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company is a party Party or by which any of its properties or assets are bound or otherwise subject or or, except as set forth on Schedule 5.3, require any consent or waiver of any party Party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company; (iv) violate or conflict with any Law applicable to the Company or its respective businesses or properties; or (v) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority. (e) No authorization, except in connectionconsent, order, permit or approval of, or in compliancenotice to, with the notification and waiting period requirements of the HSR Act; exceptor filing, in each case of (ii)registration or qualification with, (iii), (iv) any Government Authority is necessary to be obtained or (v), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on the ability of made by the Company to perform enable it to continue to conduct its obligations hereunder or under any Transaction Documentbusinesses and operations and use its properties after the Closing in a manner that is consistent with the manner in which they are conducted and used.

Authority, Approvals, Enforceability and Consents. (a) The Company Buyer has the entity corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company Buyer of this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and the consummation by the Company Buyer of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers or other governing body Directors of the Company Buyer and no other entity corporate proceedings on the part of the Company or its member Buyer are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and the transactions contemplated hereby and thereby. (c) This Agreement has been, been and the other Transaction Documents to be executed and delivered by the Company Buyer at the Closing will, at the Closing, have been, been duly executed and delivered by Buyer, and , assuming the Company due execution and delivery thereof by the other parties, constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company Buyer enforceable against the Company Buyer in accordance with their respective termsterms except as enforceability may be limited by applicable bankruptcy, subject insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (d) The execution, delivery and performance by the Company and the Seller Buyer of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller it and the consummation by Buyer of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision provisions of the Organizational Documents articles of the Companyincorporation or bylaws of Buyer; (ii) after notice or lapse of time or both, violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company Buyer is a party or by which any of its properties or assets are bound or otherwise subject or require any consent or waiver of any party to any such Company Material Contract, except for such matters that do not adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement or any of the other Transaction Documents to which Buyer is a party; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company; (iv) violate or conflict with any Law applicable to the Company Buyer or its respective businesses business or its properties, except as do not have and would not be reasonably likely to have, individually or in the aggregate, a material adverse effect on Buyer and its subsidiaries taken as a whole; or (viv) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority, except in connection, or in compliance, with (i) the notification and waiting period requirements approval of the HSR Act; exceptDistrict to certain of the Shared Space Agreements, in each case of (ii)) the approval of the FTC, (iii)) any approvals, licenses or filing of notices required under the Gaming Laws by the LGCB, and (iv) where a failure to obtain or (v)make such authorization, as would not reasonably be expected to haveconsent, order, license, permit, approval, notice, filing, registration or qualification, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on could not adversely affect the ability of Buyer to consummate the Company transactions contemplated by this Agreement or any of the other Transaction Documents to perform its obligations hereunder which Buyer is a party. Buyer has no knowledge of any fact or under any Transaction Documentcircumstance concerning Buyer’s suitability that would be reasonably likely to prevent or inhibit obtaining Gaming Approval.

Authority, Approvals, Enforceability and Consents. (a) The Company Parent has the entity corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it Parent and to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company Parent of this Agreement and the other Transaction Documents to be executed and delivered by it Parent and the consummation by the Company Parent of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers or other governing body Directors of the Company Parent and no other entity corporate proceedings on the part of the Company or its member Parent are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it Parent and the transactions contemplated hereby and thereby. (c) This Agreement has been, been and the other Transaction Documents to be executed and delivered by the Company Parent at the Closing will, at the Closing, have been, been duly executed and delivered by Parent, and, assuming the Company due execution and delivery thereof by the other parties, constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company Parent enforceable against the Company Parent in accordance with their respective termsterms except as enforceability may be limited by applicable bankruptcy, subject insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (d) The execution, delivery and performance by the Company and the Seller Parent of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller it and the consummation by Parent of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision provisions of the Organizational Documents certificate of the Companyincorporation or bylaws of Parent; (ii) after notice or lapse of time or both, violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company Parent is a party or by which any of its properties or assets are bound or otherwise subject or require any consent or waiver of any party to any such Company Material Contract, except as set forth on Schedule 2.2(d)(ii) and except for such matters that, individually or in the aggregate, do not have, and would not be reasonably likely to have, a material adverse effect with respect to Parent and its subsidiaries taken as a whole; (iii) violate or conflict with any Law applicable to Parent or its business or its properties, except as do not have and would not be reasonably likely to have, individually or in the aggregate, a material adverse effect with respect to Parent and its subsidiaries taken as a whole; (iv) result in the creation or imposition of any Lien upon, or on any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company; (iv) violate or conflict with any Law applicable to the Company or its respective businesses or propertiesMembership Interests; or (v) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority, except in connection, or in compliance, with (i) the notification and waiting period requirements approval of the HSR Act; exceptDistrict to certain of the Shared Space Agreements, in each case of (ii)) the approval of the FTC, (iii) any approvals, licenses or filing of notices required under the Gaming Laws by the LGCB (including pursuant to the Statement of Conditions), and (iv) where a failure to obtain or (v)make such authorization, as would not reasonably be expected to haveconsent, order, license, permit, approval, notice, filing, registration or qualification, individually or in the aggregate, a Material Adverse Effect on the Company or does not have, and would not be reasonably likely to have, a material adverse effect on the ability of the Company with respect to perform Parent and its obligations hereunder or under any Transaction Documentsubsidiaries taken as a whole.

Authority, Approvals, Enforceability and Consents. (a) The Company has the entity limited liability power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it and to perform its obligations hereunder and thereunder. (b) The At the Joinder Date, the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to be executed and delivered by it and the consummation by the Company of the transactions contemplated hereby and thereby will have been duly authorized and approved by the Board of Managers Directors or other governing body of the Company and no other entity limited liability company proceedings on the part of the Company or its member are members will be necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby. (c) This At the Joinder Date, this Agreement has will have been, and the other Transaction Documents to be executed and delivered by the Company at the Closing will, at the Closing, have been, duly executed and delivered by the Company and constitutes will constitute (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (d) The execution, delivery and performance by the Company and the Seller Member of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller Member and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision of the Organizational Documents articles of organization or operating agreement of the Company; (ii) to the Member’s Knowledge, after notice or lapse of time or both, violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Company Material material Contract to which the Company is a party or by which any of its properties or assets are bound or otherwise subject or or, except as set forth on Schedule 3.3(d), require any consent or waiver of any party to any such Company Contract, except for such matters that, individually or in the aggregate, do not have, and would not be reasonably likely to have, a Material ContractAdverse Effect; (iii) to the Member’s Knowledge, result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company, except for such matters that, individually or in the aggregate, do not have, and would not be reasonably likely to have, a Material Adverse Effect;; (iv) violate or conflict with any Law applicable to the Company or its respective businesses or properties, except for such matters that, individually or in the aggregate, do not have, and would not be reasonably likely to have, a Material Adverse Effect; or (v) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority, except in connection, or in compliance, with (i) the notification and waiting period requirements approval of the HSR Act; exceptDistrict to certain of the Shared Space Agreements, in each case of (ii)) the approval of the FTC, (iii) any approvals, licenses or filing of notices required under the Gaming Laws by the LGCB (including pursuant to the Statement of Conditions), and (iv) where a failure to obtain or (v)make such authorization, as would not reasonably be expected to haveconsent, order, license, permit, approval, notice, filing, registration or qualification, individually or in the aggregate, does not have, and would not be reasonably likely to have, a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations hereunder or under any Transaction DocumentEffect.

Authority, Approvals, Enforceability and Consents. (a) The Company has the entity corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it and and, subject to entry of the Company Confirmation Order, to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to be executed and delivered by it and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers or other governing body Directors of the Company and and, subject to entry of the Company Confirmation Order, no other entity corporate proceedings or other approvals on the part of the Company or its member are necessary to authorize authorize, approve and approve perform its obligations under this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby. (c) This Agreement has been, and the other Transaction Documents to be executed and delivered by the Company at the Closing will, at the Closing, have been, duly executed and delivered by the Company and and, subject to entry of the Company Confirmation Order, constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject to the Enforceability Exceptionsdiscretion of the Company Bankruptcy Court for so long as the Company Bankruptcy Court retains jurisdiction over the Company Case. (d) The execution, delivery and performance by the Company and the Seller of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision of the Organizational Documents articles of incorporation or bylaws (or comparable organizational documents) of the Company; (ii) subject to entry of the Company Confirmation Order, after notice or lapse of time or both, violateresult in a material violation, material conflict with, result in a or material breach of any provision of, constitute a material default under, result in or permit the material modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company is a party or by which any of its properties or assets are bound or otherwise subject or or, require any consent or waiver of any party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company; (iv) to the Company’s Knowledge, violate or conflict with any Law applicable to the Company or its respective businesses business or properties; or (v) except for the Company Confirmation Order and any authorization, consent, order, permit, approval, notice, filing, registration or qualification (i) required under the HSR Act, (ii) with, from or to the Federal Aviation Administration (the “FAA”) and (iii) with, from or to the United States Department of Transportation (the “DOT”), require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority, except in connection, or in compliance, with the notification and waiting period requirements of the HSR Act; except, in each case of (ii), (iii), (iv) or (v), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations hereunder or under any Transaction Document.

Authority, Approvals, Enforceability and Consents. (a) The Company Buyer has the entity corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by Buyer of this Agreement and the Company other Transaction Documents to be executed and delivered by Buyer and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized and approved by the board of directors or other governing body of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by Buyer and the transactions contemplated hereby and thereby. (c) This Agreement has been and the other Transaction Documents executed and delivered by Buyer have been duly executed and delivered by Buyer, and constitutes the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (d) The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to be executed and delivered by it and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers or other governing body of the Company and no other entity proceedings on the part of the Company or its member are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby. (c) This Agreement has been, and the other Transaction Documents to be executed and delivered by the Company at the Closing will, at the Closing, have been, duly executed and delivered by the Company and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject to the Enforceability Exceptions. (d) The execution, delivery and performance by the Company and the Seller of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller and the consummation Buyer of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision provisions of the Organizational Documents articles of the Companyincorporation or bylaws of Buyer; (ii) (after notice or lapse of time or both, ) violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company Buyer is a party or by which any of its properties or assets are bound or otherwise subject or require any consent or waiver of any party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company; (iv) violate or conflict with any Law applicable to the Company Buyer or its respective businesses business or its properties; or (viv) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority, except in connection, connection with or in compliance, compliance with the notification and waiting period requirements provisions of the HSR Act; except, in each case of (ii), (iii), (iv) or (v), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations hereunder or under any Transaction Document.

Authority, Approvals, Enforceability and Consents. (a) The Company Buyer has the entity corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by Buyer of this Agreement and the Company other Transaction Documents to be executed and delivered by Buyer and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized and approved by the board of directors or other governing body of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by Buyer and the transactions contemplated hereby and thereby. (c) This Agreement has been and the other Transaction Documents executed and delivered by Buyer have been duly executed and delivered by Buyer, and constitutes the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (d) The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to be executed and delivered by it and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers or other governing body of the Company and no other entity proceedings on the part of the Company or its member are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby. (c) This Agreement has been, and the other Transaction Documents to be executed and delivered by the Company at the Closing will, at the Closing, have been, duly executed and delivered by the Company and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject to the Enforceability Exceptions. (d) The execution, delivery and performance by the Company and the Seller of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller and the consummation Buyer of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision provisions of the Organizational Documents certificate of the Companyincorporation or bylaws of Buyer; (ii) (after notice or lapse of time or both, ) violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company Buyer is a party or by which any of its properties or assets are bound or otherwise subject or require any consent or waiver of any party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company; (iv) violate or conflict with any Law applicable to the Company Buyer or its respective businesses business or its properties; or (viv) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority, except in connection, connection with or in compliance, compliance with the notification and waiting period requirements provisions of the HSR Act; except, in each case of (ii), (iii), (iv) or (v), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations hereunder or under any Transaction Document.

Authority, Approvals, Enforceability and Consents. (a) The Company Buyer has the entity corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company Buyer of this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and the consummation by the Company Buyer of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers or other governing body Directors of the Company Buyer and no other entity corporate proceedings on the part of the Company or its member Buyer are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and the transactions contemplated hereby and thereby. (c) This Agreement has been, been and the other Transaction Documents to be executed and delivered by the Company Buyer at the Closing will, at the Closing, have been, been duly executed and delivered by Buyer, and , assuming the Company due execution and delivery thereof by the other parties, constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company Buyer enforceable against the Company Buyer in accordance with their respective termsterms except as enforceability may be limited by applicable bankruptcy, subject insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (d) The execution, delivery and performance by the Company and the Seller Buyer of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller it and the consummation by Buyer of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision provisions of the Organizational Documents articles of the Companyincorporation or bylaws of Buyer; (ii) after notice or lapse of time or both, violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company Buyer is a party or by which any of its properties or assets are bound or otherwise subject or require any consent or waiver of any party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company; (iv) violate or conflict with any Law applicable to the Company Buyer or its respective businesses business or its properties; or (viv) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority, except in connection, as required under applicable securities Laws and Gaming Laws. Buyer has no knowledge of any fact or in compliance, with the notification and waiting period requirements of the HSR Act; except, in each case of (ii), (iii), (iv) circumstance concerning Buyer’s suitability that would be reasonably likely to prevent or (v), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations hereunder or under any Transaction Documentinhibit obtaining Gaming Approval.

Authority, Approvals, Enforceability and Consents. (a) The Company Buyer has the entity corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it and to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company Buyer of this Agreement and the other Transaction Documents to be executed and delivered by it and the consummation by the Company Buyer of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers or other governing body Directors of the Company Buyer and no other entity corporate proceedings or other approvals on the part of the Company Buyer or its member shareholders are necessary to authorize and approve approve, and for Buyer to perform, its obligations under, and to consummate the transactions contemplated by, this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby. (c) The execution, delivery and performance by the Company of the SPRA and the other Transaction Documents to be executed and delivered by the Company and the consummation by the Company of the transactions contemplated thereby have been duly authorized and approved by Buyer, including any necessary approval or vote by Buyer as the sole shareholder of the Company (including under Article II of the bylaws of the Company) (and Buyer shall have provided to Seller, as of the date of this Agreement, a true and complete copy of any such authorization or approval, and no such authorization or approval shall have been revoked, amended or modified), and no other corporate proceedings or other approvals on the part of Buyer or its shareholders are necessary to authorize and approve, and for the Company to perform, the Company’s obligations under, and to consummate the transactions contemplated by, the SPRA and the other Transaction Documents to be executed and delivered by the Company and the transactions contemplated thereby. (d) This Agreement has been, and the other Transaction Documents to be executed and delivered by the Company Buyer at the Closing will, at the Closing, have been, duly executed and delivered by the Company Buyer and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company Buyer enforceable against the Company Buyer in accordance with their respective terms, subject to the Enforceability Exceptions. (d1) The execution, delivery and performance by the Company and the Seller Buyer of this Agreement and the other Transaction Documents to be executed and delivered by Buyer and the consummation of the transactions contemplated hereby and thereby and (2) the execution, delivery and performance by the Company of the SPRA and the other Transaction Documents to be executed and delivered by the Company and the Seller and the consummation of the transactions contemplated hereby and thereby thereby, in each case, do not and will not: (i) contravene any provision of the Organizational Documents articles of incorporation or bylaws (or comparable organizational documents), of Buyer or the Company; (ii) after notice or lapse of time or both, violateresult in a material violation, material conflict with, result in a or material breach of any provision of, constitute a material default under, result in or permit the material modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company Buyer is a party or by which any of its properties or assets are bound or otherwise subject or or, require any consent or waiver of any party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company; (iv) violate or conflict with any Law applicable to the Company Buyer or its respective businesses business or properties; or (viv) except as contemplated by the SPRA and except for any filing required under the Securities Exchange Act, require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority, except in connection, or in compliance, with the notification and waiting period requirements of the HSR Act; except, in each case of (ii), (iii), (iv) or (v), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations hereunder or under any Transaction Document.

Authority, Approvals, Enforceability and Consents. (a) The Company has the entity corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it and to perform its obligations hereunder and thereunderhereunder. (b) The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to be executed and delivered by it and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers or other governing body Directors of the Company and no other entity corporate proceedings on the part of the Company or its member Shareholders are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and therebyhereby. (c) This Agreement has been, and the other Transaction Documents to be executed and delivered by the Company at the Closing will, at the Closing, have been, been duly executed and delivered by the Company and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective its terms, subject except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (d) The execution, delivery and performance by the Company and the Seller Shareholders of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision of the Organizational Documents articles of incorporation, bylaws or other organizational documents of the Company; (ii) (after notice or lapse of time or both, ) violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company is a party or by which any of its properties or assets are bound or otherwise subject or or, except as set forth in Section 2.3 of the Disclosure Schedules, require any consent or waiver of any party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company; (iv) violate or conflict with with, in any material respect, any Law applicable to the Company or its respective businesses or properties; or (v) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority. (e) No authorization, except in connectionconsent, order, permit or approval of, or in compliancenotice to, with the notification and waiting period requirements of the HSR Act; exceptor filing, in each case of (ii)registration or qualification with, (iii), (iv) any Government Authority is necessary to be obtained or (v), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on the ability of made by the Company to perform enable it to continue to conduct its obligations hereunder or under any Transaction Documentbusinesses and operations and use its properties after the Closing in a manner that is consistent with the manner in which they are conducted and used.

Authority, Approvals, Enforceability and Consents. (a) The Company Buyer has the entity corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it and Buyer and, subject to entry of the Buyer Approval Order, to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company Buyer of this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and the consummation by the Company Buyer of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers or other governing body Directors of Buyer and, subject to entry of the Company and Buyer Approval Order, no other entity corporate proceedings on the part of the Company or its member Buyer are necessary to authorize authorize, approve and approve perform its obligations under this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and the transactions contemplated hereby and thereby. (c) This Agreement has been, been and the other Transaction Documents to be executed and delivered by the Company Buyer at the Closing will, at the Closing, have been, been duly executed and delivered by Buyer, and, subject to entry of the Company and Buyer Approval Order, constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company Buyer enforceable against the Company Buyer in accordance with their respective terms, subject to the Enforceability Exceptionsdiscretion of the Buyer Bankruptcy Court for so long as the Buyer Bankruptcy Court retains jurisdiction over the Buyer Case. (d) The execution, delivery and performance by the Company and the Seller Buyer of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller it and the consummation by Buyer of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision provisions of the Organizational Documents certificate of the Companyincorporation or bylaws of Buyer; (ii) after notice or lapse of time or both, violateresult in a material violation, material conflict with, result in a or material breach of any provision of, constitute a material default under, result in or permit the material modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company Buyer is a party or by which any of its properties or assets are bound or otherwise subject or require any consent or waiver of any party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right subject to acquire or other interest in, any properties, assets or rights entry of the Company; (iv) Buyer Approval Order, to the actual knowledge of the Senior Vice President of Finance of Buyer and the Vice President – Law of Buyer, violate or conflict with any Law applicable to the Company Buyer or its respective businesses business or its properties; or (viv) except for the Buyer Approval Order and any authorization, consent, order, permit, approval, notice, filing, registration or qualification (i) required under the HSR Act, (ii) with, from or to the FAA and (iii) with, from or to the DOT, require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority, except in connection, or in compliance, with the notification and waiting period requirements of the HSR Act; except, in each case of (ii), (iii), (iv) or (v), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations hereunder or under any Transaction Document.

Authority, Approvals, Enforceability and Consents. (a) The Company has the entity corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it and to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to be executed and delivered by it and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers or other governing body Directors of the Company and no other entity corporate proceedings on the part of the Company or its member shareholders are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby. (c) This Agreement has been, and the other Transaction Documents to be executed and delivered by the Company at the Closing will, at the Closing, have been, duly executed and delivered by the Company and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company enforceable against the againstthe Company in accordance with their respective terms, subject except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (d) The execution, delivery and performance by the Company and the Seller Stockholders of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller Stockholders and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision of the Organizational Documents certificate of incorporation or bylaws (or comparable organizational documents), of the CompanyCompany or any of its Subsidiaries; (ii) (after notice or lapse of time or both, ) violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which any of its their respective properties or assets are bound or otherwise subject or or, except as set forth on Schedule 2.3, require any consent or waiver of any party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the CompanyCompany or any of its Subsidiaries; (iv) violate or conflict with any Law applicable to the Company or its Subsidiaries or their respective businesses or properties; or (v) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority, except in connection, connection with or in compliance, compliance with the notification and waiting period requirements provisions of the HSR Act; except. (e) No authorization, in each case of (ii)consent, (iii)order, (iv) permit or (v)approval of, as would not reasonably or notice to, or filing, registration or qualification with, any Government Authority is necessary to be expected to have, individually obtained or in the aggregate, a Material Adverse Effect on made by the Company or a material adverse effect on the ability any of its Subsidiaries to enable the Company or any of its Subsidiaries to perform its obligations hereunder or under any Transaction Documentcontinue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner that is consistent with the manner in which they are currently conducted and used.

Authority, Approvals, Enforceability and Consents. (a) The Company Seller is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the entity requisite limited partnership power and authority to enter into this Agreement own, lease and operate the other Transaction Documents to be executed and delivered by it properties used in its business and to perform carry on its obligations hereunder and thereunderbusiness as currently conducted. (b) The execution, delivery and performance by the Company Seller of this Agreement and the other Transaction Documents to be executed and delivered by it Seller and the consummation by the Company Seller of the transactions contemplated hereby and thereby have been duly authorized and approved by all necessary limited partnership action on the Board part of Managers or other governing body of the Company Seller and no other entity limited partnership proceedings on the part of the Company Seller or its member partners are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it Seller and the transactions contemplated hereby and thereby. (c) This Agreement has been, and the other Transaction Documents to be executed and delivered by the Company Seller at the Closing will, at the Closing, have been, been duly executed and delivered by the Company Seller and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company Seller, enforceable against the Company it in accordance with their respective terms, subject except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (d) The execution, delivery and performance by the Company and the Seller of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller and the consummation by Seller of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision of the Organizational Documents partnership agreement (or comparable organizational documents with different names) of the CompanySeller; (ii) (after notice or lapse of time or both, ) violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, or create or change any Company Material rights or obligations of any party thereto under, any Contract to which the Company Seller is a party or by which any of its Seller’s properties or assets are bound or otherwise subject or subject, or, except as set forth in Section 3.2(d)(ii) of the Company Disclosure Schedule, require any consent or waiver of any party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or on any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the CompanyInterests; (iv) violate or conflict with any Law applicable to the Company Seller or its respective any of Seller’s Affiliates, businesses or properties; or (v) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority, except in connection, or in compliance, with the notification and waiting period requirements of the HSR Act; except, in each case of (ii), (iii), (iv) or (v), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations hereunder or under any Transaction Document.

Authority, Approvals, Enforceability and Consents. (a) The Company Seller has the entity corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it and Seller pursuant to this Agreement and, subject to entry of the Seller Approval Order, to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company Seller of this Agreement and the other Transaction Documents to be executed and delivered by it Seller pursuant to this Agreement and the consummation by the Company Seller of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers or other governing body Directors of Seller and, subject to entry of the Company and Seller Approval Order, no other entity corporate proceedings on the part of the Company Seller or its member shareholders are necessary to authorize and approve approve, and for Seller to perform, its obligations under, and to consummate the transactions contemplated by, this Agreement and the other Transaction Documents to be executed and delivered by it Seller pursuant to this Agreement and the transactions contemplated hereby and thereby. (c) This Agreement has been, been and the other Transaction Documents to be executed and delivered by the Company Seller pursuant to this Agreement at the Closing will, at the Closing, have been, been duly executed and delivered by Seller, and, subject to entry of the Company and Seller Approval Order, constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company Seller enforceable against the Company Seller in accordance with their respective terms, subject to the Enforceability Exceptionsdiscretion of the Seller Bankruptcy Court for so long as the Seller Bankruptcy Court retains jurisdiction over the Seller Case. (d) The execution, delivery and performance by the Company and the Seller of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller it pursuant to this Agreement and the consummation by Seller of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision provisions of the Organizational Documents certificate of the Companyincorporation or bylaws of Seller; (ii) after notice or lapse of time or both, violateresult in a material violation, material conflict with, result in a or material breach of any provision of, constitute a material default under, result in or permit the material modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company Seller is a party or by which any of its properties or assets are bound or otherwise subject or require any consent or waiver of any party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right subject to acquire or other interest in, any properties, assets or rights entry of the Company; (iv) Seller Approval Order, violate or conflict with any Law applicable to the Company Seller or its respective businesses business or its properties; orand (viv) except for the Seller Approval Order and any filing required under the Securities Exchange Act, require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority, except in connection, or in compliance, with the notification and waiting period requirements of the HSR Act; except, in each case of (ii), (iii), (iv) or (v), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations hereunder or under any Transaction Document.

Authority, Approvals, Enforceability and Consents. (a) The Company Buyer has the entity requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company Buyer of this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and the consummation by the Company Buyer of the transactions contemplated hereby and thereby have been duly authorized and approved by all necessary corporate action on the Board part of Managers or other governing body of the Company Buyer and no other entity corporate proceedings on the part of the Company or its member Buyer are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and the transactions contemplated hereby and thereby. (c) This Agreement has been, and the other Transaction Documents to be executed and delivered by the Company Buyer at the Closing will, at the Closing, have been, been duly executed and delivered by the Company Buyer, and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company Buyer enforceable against the Company Buyer in accordance with their respective termsterms except as enforceability may be limited by applicable bankruptcy, subject insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (d) The execution, delivery and performance by the Company and the Seller Buyer of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller Buyer and the consummation by Buyer of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision of the Organizational Documents certificate of the Companyincorporation or bylaws of Buyer; (ii) (after notice or lapse of time or both, ) violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, or create or change any Company Material rights or obligations of any party thereto under, any Contract to which the Company Buyer is a party or by which any of its properties or assets are bound or otherwise subject or require any consent or waiver of any party to any such Company Material Contract, except as do not, individually or in the aggregate, have a material adverse effect on Buyer’s ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company; (iv) violate or conflict with any Law applicable to the Company Buyer or its respective businesses business or its properties; or (viv) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority, except in connection, or in compliance, for filings that Buyer is required to make with the notification Security and waiting period requirements of the HSR Act; except, in each case of (ii), (iii), (iv) or (v), as would not reasonably be expected Exchange Commission pursuant to have, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations hereunder or under any Transaction Documentapplicable Laws.

Authority, Approvals, Enforceability and Consents. (a) The Company Buyer has the entity corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company Buyer of this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and the consummation by the Company Buyer of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers Directors or other governing body of the Company Buyer and no other entity corporate proceedings on the part of the Company or its member Buyer are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it Buyer and the transactions contemplated hereby and thereby. (c) This Agreement has been, been and the other Transaction Documents to be executed and delivered by the Company Buyer at the Closing will, at the Closing, have been, been duly executed and delivered by the Company Buyer, and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company Buyer enforceable against the Company Buyer in accordance with their respective termsterms except as enforceability may be limited by applicable bankruptcy, subject insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (d) The execution, delivery and performance by the Company and the Seller Buyer of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller it and the consummation by Buyer of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision provisions of the Organizational Documents certificate of the Companyincorporation or bylaws of Buyer; (ii) (after notice or lapse of time or both, ) violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company Buyer is a party or by which any of its properties or assets are bound or otherwise subject or or, except as set forth on Schedule 5.2, require any consent or waiver of any party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company; (iv) violate or conflict with any Law applicable to the Company Buyer or its respective businesses business or its properties; or (viv) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority, except in connection, connection with or in compliance, compliance with the notification and waiting period requirements provisions of the HSR Act; except, in each case of (ii), (iii), (iv) or (v), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations hereunder or under any Transaction Document.

Authority, Approvals, Enforceability and Consents. (a) The Company has the entity power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it and to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to be executed and delivered by it and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers or other governing body of the Company Interest Holders and no other entity proceedings on the part of the Company or its member the Interest Holders are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby. (c) This Agreement has been, and the other Transaction Documents to be executed and delivered by the Company at the Closing will, at the Closing, have been, been duly executed and delivered by the Company and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (d) The execution, delivery and performance by the Company and the Seller Interest Holders of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision of the Organizational Documents organizational documents of the Company; (ii) (after notice or lapse of time or both, ) violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Company Material Contract to which the Company is a party or by which any of its properties or assets are bound or otherwise subject or or, except as set forth on Schedule 2.3, require any consent or waiver of any party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company; (iv) violate or conflict with any Law applicable to the Company or its respective businesses or properties; or (v) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority. (e) No authorization, except in connectionconsent, order, permit or approval of, or in compliancenotice to, with the notification and waiting period requirements of the HSR Act; exceptor filing, in each case of (ii)registration or qualification with, (iii), (iv) any Government Authority is necessary to be obtained or (v), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or a material adverse effect on the ability of made by the Company to perform enable it to continue to conduct its obligations hereunder or under any Transaction Documentbusinesses and operations and use its properties after the Closing as a result of the transactions contemplated hereby in a manner that is consistent with the manner in which they are conducted and used.

Authority, Approvals, Enforceability and Consents. (a) The Company has the entity corporate power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by it and to perform its obligations hereunder and thereunder. (b) The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to be executed and delivered by it and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Managers Directors or other governing body of the Company and no other entity corporate proceedings on the part of the Company or its member members are necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby. (c) This Agreement has been, and the other Transaction Documents to be executed and delivered by the Company at the Closing will, at the Closing, have been, duly executed and delivered by the Company and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (d) The execution, delivery and performance by the Company and the Seller Member of this Agreement and the other Transaction Documents to be executed and delivered by the Company and the Seller Member and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provision of the Organizational Documents articles of organization or operating agreement of the Company; (ii) after notice or lapse of time or both, violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Company Material material Contract to which the Company is a party or by which any of its properties or assets are bound or otherwise subject or or, except as set forth on Schedule 2.3(d), require any consent or waiver of any party to any such Company Material Contract; (iii) result in the creation or imposition of any Lien upon, or any Person obtaining any right to acquire or other interest in, any properties, assets or rights of the Company; (iv) violate or conflict with any Law applicable to the Company or its respective businesses or properties; or (v) require any authorization, consent, order, license, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Government Authority, except (i) in connection, or in compliance, connection with the notification Ground Lease Option and waiting period requirements of the HSR Act; except, in each case of Development Agreement and (ii)) any approvals, (iii), (iv) licenses or (v), as would not reasonably be expected to have, individually or in filing of notices required under the aggregate, a Material Adverse Effect on Gaming Laws by the Company or a material adverse effect on the ability of the Company to perform its obligations hereunder or under any Transaction DocumentLGCB.