Common use of Authority; Enforceability; No Conflict; Required Filings and Consents Clause in Contracts

Authority; Enforceability; No Conflict; Required Filings and Consents. (a) Each of Xxxx and Purchaser has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to consummate the Transaction and perform its obligations hereunder and thereunder, including the Membership Interest Sale. The execution and delivery by each of Xxxx and Purchaser of this Agreement and each Ancillary Agreement to which it is a party and the consummation by Xxxx and Purchaser of the Transaction has been duly and validly authorized by each of the boards of directors (or equivalent corporate body) of Xxxx and Purchaser, respectively and no other corporate proceedings on the part of Xxxx or Purchaser, respectively, or vote of Bobcat’s securityholders, are necessary to authorize the consummation of the Transaction. This Agreement has been, and each Ancillary Agreement will be at or prior to the Closing, duly executed and delivered by Xxxx and Purchaser, as applicable, and, assuming the due authorization, execution and delivery by the other parties, this Agreement constitutes, and each Ancillary Agreement when so executed and delivered will constitute, the valid and binding obligations of Xxxx and Purchaser, as applicable, enforceable against Xxxx and Purchaser in accordance with their respective terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity. (b) Other than in connection with or in compliance with (i) any approvals and filing of notices required under the Gaming Laws and (ii) filings with and approval by the FTC and ((i) and (iii) collectively, “Purchaser Approvals”), and subject to the accuracy of the representations and warranties of Parent and Seller in Section 5.02(b) and Section 6.02(b), respectively, no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Xxxx and Purchaser of the Transaction, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Transaction. (c) The execution and delivery by Xxxx and Purchaser of this Agreement does not, and (assuming the Purchaser Approvals are obtained) the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of Xxxx or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Xxxx or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any of the properties or assets of Xxxx or any of its Subsidiaries, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which would not reasonably be expected to, individually or in the aggregate, prevent or materially impede, materially hinder or materially delay the consummation by Xxxx or Purchaser of the Transaction, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Xxxx or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for such conflict or violation as would not reasonably be expected to, individually or in the aggregate, prevent or materially impede, materially hinder or materially delay the consummation by Xxxx or Purchaser of the Transaction.

Authority; Enforceability; No Conflict; Required Filings and Consents. (a) Each of Xxxx and Purchaser Parent has all requisite power and authority to enter into this Agreement and each of the Ancillary Agreement Agreements to which it is a party and to consummate the Transaction Transaction, including the Membership Interest Sale, and perform its obligations hereunder and thereunder, including the Membership Interest Sale. The execution and delivery by each of Xxxx and Purchaser Parent of this Agreement and each Ancillary Agreement to which it is a party and the consummation by Xxxx and Purchaser Parent of the Transaction has and the performance of its obligations hereunder and thereunder have been duly and validly authorized by each of the boards of directors (or equivalent corporate body) of Xxxx and Purchaser, respectively and no other corporate proceedings all necessary action on the part of Xxxx or Purchaser, respectively, or Parent and no vote of BobcatParent’s securityholders, securityholders are necessary to authorize the consummation of the Transaction. This Agreement has been, and each Ancillary Agreement will be at or prior to the Closing, duly executed and delivered by Xxxx and Purchaser, as applicable, Parent and, assuming the due authorization, execution and delivery by the other parties, this Agreement constitutes, and each Ancillary Agreement when so executed and delivered will constitute, the valid and binding obligations of Xxxx and Purchaser, as applicableParent, enforceable against Xxxx and Purchaser Parent in accordance with their respective terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity. (b) Other than in connection with or in compliance with (i) any approvals and filing of notices required under the Gaming Laws and (ii) filings with and approval by the FTC and ((i) and (iiiii) collectively, “Purchaser Parent Approvals”), and subject to the accuracy of the representations and warranties of Parent Seller, and Seller Purchaser and Xxxx, in Section 5.02(b6.02(b) and Section 6.02(b8.02(b), respectively, no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Xxxx and Purchaser Parent of the Transaction, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede reasonably be expected to have, individually or delay in the consummation of the Transactionaggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Xxxx and Purchaser Parent of this Agreement and each Ancillary Agreement to which it is a party does not, and (assuming the Purchaser Parent Approvals and the consent of the Lessor to the Transaction are obtained) the consummation of the transactions contemplated hereby and thereby Transaction and compliance by Parent with the any provisions hereof or thereof will not not, (i) result in any loss, or suspension, limitation or impairment of any right of Xxxx Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Xxxx Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens other than Permitted Liens, in each case, upon any of the properties or assets of Xxxx Parent or any of its SubsidiariesSubsidiaries or the Membership Interests or the Purchased Assets, except for such losses, impairments, suspensions, limitations, conflicts, violations, defaults, terminations, cancellation, accelerations, or Liens which have not had or would not reasonably be expected toto have, individually or in the aggregate, prevent or materially impede, materially hinder or materially delay the consummation by Xxxx or Purchaser of the Transactiona Parent Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws or other equivalent organizational document, in each case as amended or restated, of Xxxx Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except for such conflict or violation as has not had or would not reasonably be expected toto have, individually or in the aggregate, prevent or materially impede, materially hinder or materially delay the consummation by Xxxx or Purchaser of the Transactiona Parent Material Adverse Effect.