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

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties has all requisite power and authority to enter into this Agreement and to consummate the transactions that are contemplated hereby. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement constitutes the valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling Parties, enforceable against each of the AREH Selling Parties in accordance with its terms, subject, as to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (y) general principles of equity. (b) The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents of the AREH Selling Parties or (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, any permit, concession, franchise, license, judgment, or Law applicable to the AREH Selling Parties, or any of them, except in the case of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the Closing. (c) No Consent of, with or from any Governmental Entity is required by or with respect to any AREH Selling Party in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report under the HSR Act and (ii) such other Consents which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling Parties.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Buyer has all requisite full power and authority to enter into this Agreement and to consummate the transactions that are contemplated hereby. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party Buyer of the transactions to which it is a party that are contemplated by this Agreement hereby have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties Buyer and no other proceedings or their respective members actions on the part of Buyer or partners its stockholders are necessary to authorize this Agreementsuch execution, delivery and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreementperformance. This Agreement has been duly executed and delivered by each AREH Selling Party Buyer and, assuming this Agreement constitutes the valid and binding obligation of Buyer and the ACE respective Selling PartiesParties thereto, constitutes the valid and binding obligation of the AREH Selling PartiesBuyer, enforceable against each of the AREH Selling Parties Buyer in accordance with its terms, subject, as to enforcement, to (xi) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws now or hereinafter in effect affecting creditors’ rights generally and (yii) general principles of equity. (b) The execution and delivery of this Agreement by the AREH Selling Parties Buyer does not, and the consummation by the AREH Selling Parties Buyer of the transactions to which it is a party that are contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents of Buyer, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under, or require a consent or waiver under, any of the AREH Selling Parties terms, conditions or provisions of any note, bond, mortgage, indenture, lease, or other Contract or obligation to which Buyer is a party or by which it or its properties or assets may be bound, or (iiiii) subject to the governmental filings and other matters referred to in Section 6.2(c8.2(c) hereof, contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, modify any permit, concession, franchise, license, judgment, or Law applicable to the AREH Selling Parties, Buyer or any of themits properties or assets, except in the case of clause (ii) and (iii) for any such contraventionsbreaches, conflicts, violations, revocationsdefaults, withdrawals, suspensionsterminations, cancellations, terminations accelerations, losses or modifications failures to obtain any such consent or waiver which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity is required by or with respect to any AREH Selling Party Buyer in connection with the execution and delivery of this Agreement by the AREH Selling Parties Buyer or the consummation by the AREH Selling Parties, or any of them, Buyer of the Purchase and the other transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the pre-merger notification report under the HSR Act and Act, (ii) any approvals or filing of notices required under the Gaming Laws, if any, and (iii) such other Consents whichmaterial filings, if not obtained consents, approvals, orders, authorizations, permits, registrations and declarations as may be required under the Laws of any jurisdiction in which the Companies conduct any business or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling Partiesown any assets.

Authority; No Conflict; Required Filings and Consents. (a) Each The Seller and each of the AREH Selling Parties Subsidiaries, as applicable, has all requisite power and authority to enter into this Agreement and to consummate the transactions that are contemplated hereby. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions Ancillary Agreements to which it is a party that are contemplated and to consummate the Contemplated Transactions. The execution, delivery and performance by the Seller and each of the Selling Subsidiaries, as applicable, of this Agreement and each of the Ancillary Agreements to which it will be a party and the consummation of the Contemplated Transactions have been duly and validly authorized by all requisite limited liability company necessary corporate or partnership action, and no other similar action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH the Seller and each of the Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementSubsidiaries. This Agreement and each such Ancillary Agreement has been duly executed and delivered by the Seller and each AREH of the Selling Party andSubsidiaries, assuming as applicable, and this Agreement constitutes and each such Ancillary Agreement is the valid and binding obligation of Buyer and the ACE Selling Partieslegal, constitutes the valid and binding obligation of the AREH Seller and each of the Selling PartiesSubsidiaries, as applicable, enforceable against the Seller and each of the AREH Selling Parties Subsidiaries, as applicable, in accordance with its terms, subject, except as to enforcement, to (x) applicable enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws now relating to or hereinafter in effect affecting creditors’ the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses (y) general principles of equitythe “Bankruptcy Exception”). (b) The execution execution, delivery and delivery performance by the Seller and each of the Selling Subsidiaries, as applicable, of this Agreement by and each of the AREH Selling Parties Ancillary Agreements to which it is a party, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement Contemplated Transactions, do not and will not, not (i) conflict with, or result in any violation or breach of, any provision of the respective Certificate of Incorporation or By-laws or similar organizational documents of the AREH Seller and each of the Selling Parties or Subsidiaries, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, require the payment of a penalty under or result in the imposition of any Liens, other than Permitted Liens, on or with respect to any of the terms or requirements ofTransferred Assets, or give (iii) subject to compliance with the requirements specified in Section 2.2(c), conflict with or violate any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, any permitPermit, concession, franchise, license, judgment, license or Law applicable to the AREH Selling Parties, Seller or any of themthe Selling Subsidiaries or any of their respective properties or assets, except with only such exceptions, in the case of clause each of clauses (ii) for any such contraventionsand (iii), conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations or modifications which (x) are notas would not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Seller Material Adverse Effect on or be material to the AREH Selling Parties or (y) would not materially impair or delay the ClosingMRT Program, taken as a whole. (c) No Consent consent, approval, license, Permit, order or authorization of, with or from registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to the Seller or any AREH of the Selling Party Subsidiaries in connection with the execution execution, delivery and delivery performance by the Seller or any of the Selling Subsidiaries, as applicable, of this Agreement by and each of the AREH Selling Parties Ancillary Agreements to which it is a party or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this AgreementContemplated Transactions, except for (i) the filing of the pre-merger notification report under the HSR Act and (ii) such other Consents which, if as would not obtained or made, would notreasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on or be material to the AREH Selling PartiesMRT Program, taken as a whole.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties has The Partnership and Sellers have all requisite power limited liability company or partnership power, as applicable, and authority to enter into this Agreement Agreement, to perform their obligations hereunder and the agreements contemplated hereby and to consummate the transactions to which they are a party that are contemplated by this Agreement and the agreements contemplated hereby. The execution and delivery of this Agreement by the AREH Selling Parties Partnership and Sellers and the consummation by each AREH Selling Party the Partnership and Sellers of the transactions to which it is they are a party that are contemplated by this Agreement have been duly and validly authorized by all requisite necessary limited liability company or and partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, the Partnership and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementSellers. This Agreement has been duly executed and delivered by each AREH Selling Party the Partnership and Sellers and, assuming this Agreement constitutes the valid and binding obligation of Buyer and the ACE Selling PartiesBuyer Parent, constitutes the valid and binding obligation of the AREH Selling PartiesPartnership and Sellers, enforceable against each of the AREH Selling Parties Partnership and Sellers in accordance with its terms, subject, as to enforcement, to (xi) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws now or hereinafter in effect affecting creditors’ rights generally and (yii) general principles of equity. (b) The Other than as disclosed in Section 6.2(b) of the Partnership Disclosure Letter, the execution and delivery of this Agreement by the AREH Selling Parties Partnership and Sellers does not, and the consummation by the AREH Selling Parties Partnership and Sellers of the transactions to which they are a party that are contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective operating agreement or other organizational documents of the AREH Selling Parties Partnership or Sellers, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, Contract or obligation to which the Partnership or Sellers is a party or by which they or any of the Partnership’s properties or any of the Purchased Assets may be bound, or (iiiii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene), conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, authorization, registration, notice, certificate, exemption, concession, franchise, license, judgment, or Law applicable to Sellers, the AREH Selling Parties, Partnership or any of themthe Partnership’s properties, except in the case of clause clauses (ii) and (iii) for any such contraventionsbreaches, conflicts, violations, revocationsdefaults, withdrawals, suspensionsterminations, cancellations, terminations accelerations, losses or modifications failures to obtain any such consent or waiver which (x) are would not, individually or in the aggregate, be reasonably likely to have a Partnership Material Adverse Effect on the AREH Selling Parties or a Sellers Material Adverse Effect, as applicable, or (y) would not materially impair or materially delay the Closing. (c) No Consent Except as set forth on Section 6.2(c) of the Partnership Disclosure Letter, no consent, approval, order or authorization of, with or from registration, declaration or filing with, any court, administrative agency, regulatory body, commission, quasi-governmental authority gaming authority or other governmental authority or instrumentality (“Governmental Entity Entity”) is required by or with respect to any AREH Selling Party the Partnership or Sellers in connection with the execution and delivery of this Agreement by the AREH Selling Parties Partnership and Sellers or the consummation by the AREH Selling Parties, or any of them, Partnership and Sellers of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act and Act”), (ii) any approvals and filing of notices required under the Partnership Gaming Laws, (iii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or the renaming or rebranding of the operations at the Property, (iv) such other Consents whichfilings, if not obtained consents, approvals, orders, authorizations, permits, registrations and declarations as may be required under the Laws of any jurisdiction in which the Partnership conducts any business or madeowns any assets, the failure of which to make or obtain would not, individually or in the aggregate, be reasonably be expected likely to have a Partnership Material Adverse Effect on and (v) any consents, approvals, orders, authorizations, registrations, permits, declaration or filings required by Buyer or any of its Subsidiaries, Affiliates or key employees (including, without limitation, under the AREH Selling PartiesBuyer Gaming Laws).

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Such Continuing Shareholder, Other Option Holder or Borrower has all requisite power and authority and is legally competent to enter into this Agreement and to consummate the transactions that are transaction contemplated hereby. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement hereby have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties Continuing Shareholder, Other Option Holder or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementBorrower. This Agreement has been duly and validly executed and delivered by each AREH Selling Party andsuch Continuing Shareholder, assuming this Agreement Other Option Holder or Borrower and constitutes the a valid and binding obligation of Buyer and the ACE Selling Partiessuch Continuing Shareholder, constitutes the valid and binding obligation of the AREH Selling PartiesOther Option Holder or Borrower, enforceable against each of the AREH Selling Parties in accordance with its terms, subject, except as to enforcement, to (x) applicable such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws now or hereinafter hereafter in effect affecting relating to creditors’ ' rights generally and by general equitable principles (y) general principles regardless of equitywhether enforceability is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement by the AREH Selling Parties such Continuing Shareholder, Other Option Holder or Borrower does not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision or constitute (with or without notice or lapse of the respective organizational documents of the AREH Selling Parties or (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict withtime, or result in both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under any of the terms terms, conditions or requirements ofprovisions of any note, bond, mortgage, indenture, lease, contract or give any Governmental Entity other agreement, instrument or any other Person the right obligation to revokewhich such Continuing Shareholder, withdrawOther Option Holder or Borrower is a party or by which such Continuing Shareholder, suspend, cancel, terminate, Other Option Holder or modify, in each case in any respect, any permit, concession, franchise, license, judgment, or Law applicable to the AREH Selling Parties, Borrower or any of themits properties or assets may be bound, except in the case of clause (ii) for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations accelerations or modifications conflicts which (x) are would not, individually or in the aggregate, reasonably likely to have or result in a Material Adverse Effect on such Continuing Shareholder, Other Option Holder or Borrower or impair the AREH Selling Parties ability of such Continuing Shareholder, Other Option Holder or (y) would not materially impair or delay Borrower to consummate the Closingtransactions contemplated by this Agreement. (c) No Consent ofof any person, with or from including without limitation, any Governmental Entity Entity, is required by or with respect to any AREH Selling Party such Continuing Shareholder, Other Option Holder or Borrower in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the pre-merger notification report such Consents as may be required under the HSR Act applicable state securities laws and (ii) such other Consents (other than those of a Governmental Entity) which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on such Continuing Shareholder, Other Option Holder or Borrower or impair the AREH Selling Partiesability of such Continuing Shareholder, Other Option Holder or Borrower to consummate the transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Parent and the Purchaser has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by the Parent as the sole stockholder of the Purchaser (which shall occur promptly after the execution and delivery of this Agreement), to consummate the transactions that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreement by the Parent and the Purchaser have been duly authorized by all necessary corporate action on the part of each of the Parent and the Purchaser, subject to the adoption of this Agreement by the Parent as the sole stockholder of the Purchaser (which shall occur immediately after the execution and delivery of this Agreement). This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement of the Parent and the Purchaser and constitutes the valid and binding obligation of Buyer each of the Parent and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesPurchaser, enforceable against each of the AREH Selling Parties them in accordance with its terms, subject, as subject to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally the Bankruptcy and (y) general principles of equityEquity Exception. (b) The execution execution, delivery and delivery performance of this Agreement by each of the AREH Selling Parties Parent and the Purchaser do not, and the consummation by the AREH Selling Parties Parent and the Purchaser of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the respective certificate of incorporation, bylaws or other organizational documents of the AREH Selling Parties Parent or the Purchaser, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent, notice or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Lien on the Parent’s or the Purchaser’s assets under, any of the terms terms, conditions or requirements ofprovisions of any lease, license, contract or other agreement, instrument or obligation to which the Parent or the Purchaser is a party or by which any of them or any of their properties or assets may be bound, or give any Governmental Entity (iii) subject to compliance with the requirements specified in clauses (i), (ii) and (iii) of Section 4.2(c), conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Parent or the Purchaser or any of themits or their respective properties or assets, except in the case of clause clauses (ii) and (iii) of this Section 4.2(b) for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations accelerations, losses, penalties or modifications which (x) are notLiens, and for any consents or waivers not obtained or notices not given, that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (c) No Consent consent, approval, license, permit, order or authorization of, with or from registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of common stock of the Parent are listed for trading is required by or with respect to any AREH Selling Party the Parent or the Purchaser in connection with the execution execution, delivery and delivery performance of this Agreement by the AREH Selling Parties Parent or the Purchaser or the consummation by the AREH Selling Parties, Parent or any of them, the Purchaser of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report requirements under the HSR Act and any other applicable Antitrust Laws, (ii) such the filing of the Certificate of Merger with the Secretary of State and appropriate corresponding documents with the appropriate authorities of other Consents whichstates in which the Company is qualified as a foreign corporation to transact business, and (iii) required filings of the Offer Documents, Schedule 14D-9 and (if not obtained required) the Proxy Statement under the Exchange Act. (d) No vote of the holders of any class or made, would not, individually series of the Parent’s capital stock or in other securities is necessary for the aggregate, reasonably be expected to have a Material Adverse Effect on consummation by the AREH Selling PartiesParent of the transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Parent and Buyer 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 transactions that are contemplated herebyhereby and thereby and perform its obligations hereunder and thereunder. The Each of Parent’s and Buyer’s execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions Ancillary Agreement to which it is a party that are and the consummation by Parent and Buyer of the transactions contemplated by this Agreement hereby and thereby and performance of its obligations hereunder and thereunder have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties Parent or their respective members or partners are necessary to authorize this AgreementBuyer, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreementas applicable. This Agreement has been been, and each Ancillary Agreement will be at or prior to the Closing, duly executed and delivered by each AREH Selling Party Parent and Buyer, as applicable, and, assuming the due authorization, execution and delivery of the other parties hereto and thereto, this Agreement constitutes constitutes, and each Ancillary Agreement when so executed and delivered will constitute, the valid and binding obligation of Buyer each of Parent and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesBuyer, enforceable against each of the AREH Selling Parties Parent and Buyer in accordance with its their respective terms, subject, as to enforcement, to (xi) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (yii) general principles of equity. (b) The execution and delivery by each of Parent and Buyer of this Agreement by the AREH Selling Parties and each Ancillary Agreement to which it is a party does not, and the consummation by the AREH Selling Parties Parent and Buyer of the transactions contemplated hereby and thereby and the compliance by this Agreement Parent and Buyer with any provisions hereof or thereof will not, (i) conflict with, with or result in any material violation or breach ofmaterial default under (with or without notice or lapse of time, or both), or require a consent or waiver under, or give rise to a right of termination, cancellation, modification or acceleration or material obligation or loss of any material benefit under (A) any provision of the respective organizational documents Governing Documents of the AREH Selling Parties Parent or Buyer, or (B) any material Contract to which Parent or Buyer is a party, or (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof7.02(c), contraveneviolate any Permit, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, any permit, concession, franchise, license, judgment, Order or Law applicable to the AREH Selling Parties, Parent or any of them, except in the case of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingBuyer. (c) No Consent Permit or Order or authorization of, with or from registration or filing with, any Governmental Entity Entity, is required by or with respect to any AREH Selling Party Parent, Buyer or their Affiliates in connection with the execution and delivery of this Agreement or the Ancillary Agreements by Parent or Buyer, the AREH Selling Parties compliance by Parent and Buyer with any of the provisions hereof or thereof, or the consummation by the AREH Selling Parties, or any of them, Parent and Buyer of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the any approvals and filing of notices required under the pre-merger notification report Gaming Laws, (ii) filings and other application requests under the HSR Act Act, (iii) such Permits, Orders, registrations or filings related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or tobacco, and (iiiv) such other Consents whichany Permits, if not obtained Orders, authorizations, registrations, or madefilings required by Sellers or the Company or any of their Subsidiaries, would not, individually Affiliates or in key employees (including under the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling PartiesGaming Laws).

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties The Purchaser has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions that are contemplated hereby. The execution and delivery of this Agreement by the AREH Selling Parties Purchaser and the consummation by each AREH Selling Party the Purchaser of the transactions to which it is a party that are contemplated by this Agreement hereby have been duly and validly authorized by all requisite limited liability company or partnership action, necessary corporate action and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding corporate proceedings on the part of such AREH Selling Parties or their respective members or partners the Purchaser are necessary to authorize this Agreement, and no other action of any AREH Selling Party Agreement or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by each AREH Selling Party the Purchaser and, assuming this Agreement constitutes the valid due authorization, execution and binding obligation of Buyer delivery by the Company, the Sellers and the ACE Selling PartiesFounders, constitutes the a legal, valid and binding obligation of the AREH Selling PartiesPurchaser, enforceable against each of the AREH Selling Parties Purchaser in accordance with its terms, subject, as to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (y) general principles of equity. (b) The execution and delivery of this Agreement by the AREH Selling Parties Purchaser do not, and the consummation performance of this Agreement by the AREH Selling Parties of the transactions contemplated by this Agreement Purchaser will not, (i) conflict withwith or violate the organizational documents of the Purchaser, (ii) conflict with or violate any Law applicable to the Purchaser or by which any property or asset of the Purchaser is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any violation Encumbrance on any property or breach ofasset of the Purchaser pursuant to, any provision of the respective organizational documents of the AREH Selling Parties or (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereofnote, contravenebond, conflict withmortgage, or result in a violation of any of the terms or requirements ofindenture, or give any Governmental Entity or any other Person the right to revokecontract, withdrawagreement, suspend, cancel, terminate, or modify, in each case in any respect, any permit, concession, franchiselease, license, judgmentpermit, franchise or Law applicable to the AREH Selling Parties, other instrument or any of them, except in the case of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the Closingobligation. (c) No Consent of, with or from any Governmental Entity is required by or with respect to any AREH Selling Party in connection with the The execution and delivery of this Agreement by the AREH Selling Parties or Purchaser do not, and the consummation performance of this Agreement by the AREH Selling PartiesPurchaser will not, require any consent, approval, authorization or permit of, or filing with or notification to, any third party or Governmental Authority, other than any of them, of the transactions foregoing required under US securities laws or which will not materially impair the Purchaser’s ability to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report under the HSR Act and (ii) such other Consents which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling Partiesperform its obligations hereunder.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Purchaser and Kintera each has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party and to consummate the transactions that are contemplated herebyhereby and thereby. The execution and delivery of this Agreement by and the AREH Selling Parties other Transaction Documents to which Purchaser or Kintera is or will be a party and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement hereby and thereby have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties Purchaser or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementKintera. This Agreement has and the other Transaction Documents to which Purchaser or Kintera is a party have been or will be duly executed and delivered by each AREH Selling Party and, assuming this Agreement constitutes Purchaser or Kintera and constitute or will constitute the valid and binding obligation obligations of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesPurchaser or Kintera, enforceable against each of the AREH Selling Parties in accordance with its their terms, subject, except as to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or such enforceability may be limited by bankruptcy laws and other similar Laws now or hereinafter in effect laws affecting creditors’ ' rights generally and (y) general principles of equity. (b) The execution and delivery by each of Purchaser and Kintera of this Agreement by Agreement, the AREH Selling Parties other Transaction Documents to which it is or will be a party do not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement hereby and thereby will not, (i) conflict with, or result in any violation or breach of, of any provision of the respective organizational documents Certificate of the AREH Selling Parties Incorporation or Bylaws of Purchaser or Kintera, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in a any violation of any of the terms or requirements breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of termination, cancellation or acceleration of any Governmental Entity material obligation or loss of any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Purchaser or Kintera is a party or by which it or any other Person the right to revoke, withdraw, suspend, cancel, terminateof its properties or assets may be bound, or modify, in each case in any respect, (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Purchaser or Kintera or any of themits properties or assets, except in the case of clause (ii) and (iii) for any such contraventions, conflicts, violations, revocationsdefaults, withdrawalsterminations, suspensions, cancellations, terminations cancellations or modifications accelerations which (x) are not, individually or in the aggregate, reasonably likely to would not have a Material Adverse Effect on the AREH Selling Parties Purchaser or (y) would not materially impair or delay the ClosingKintera. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity is required by or with respect to any AREH Selling Party Purchaser or Kintera in connection with the execution and delivery of this Agreement by the AREH Selling Parties Transaction Documents or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreementhereby, and thereby, except for (i) the filing filings, if any, required under Regulation D of the pre-merger notification report under the HSR Securities Act and of 1933; (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws; and (iii) such other Consents consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not, individually not prevent or in materially alter or delay any of the aggregate, reasonably be expected to transactions contemplated by this Agreement or would not have a Material Adverse Effect on the AREH Selling PartiesPurchaser or Kintera.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties has Acquirer and Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary Acquirer and Sub, subject only to authorize this Agreement, the approval of the issuance of Acquirer Common Stock in the Merger by Acquirer's stockholders under applicable rules of the Nasdaq Stock Market and no other action provisions of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementDGCL. This Agreement has been duly executed and delivered by each AREH Selling Party Acquirer and Sub and, assuming this Agreement constitutes the valid its due authorization, execution and binding obligation of Buyer and the ACE Selling Partiesdelivery by Target, constitutes the valid and binding obligation of the AREH Selling PartiesAcquirer and Sub, enforceable against each of the AREH Selling Parties in accordance with its terms, subject, except as to enforcement, to such enforceability may be limited by (xi) applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy laws and other similar Laws now or hereinafter in effect laws affecting creditors’ ' rights generally and (yii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The Board of Directors of Acquirer has taken all necessary steps to ensure that the Merger and other transactions contemplated hereby will not result in the distribution or exercisability of any rights under the Rights Agreement between Acquirer and Manufacturers Hanover Trust Company of California, as rights agent, dated as of December 20, 1991 (the "Acquirer Rights Agreement"). (b) The execution and delivery of this Agreement by the AREH Selling Parties Acquirer does not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, of any provision of the respective organizational documents Certificate of the AREH Selling Parties Incorporation or Bylaws of Acquirer or Sub, (ii) subject to the governmental filings and other matters referred to result in Section 6.2(c) hereof, contravene, conflict withany violation or breach of, or result in constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under any of the terms terms, conditions or requirements ofprovisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Acquirer or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or give any Governmental Entity (iii) conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Acquirer or any of themits Subsidiaries or any of its or their properties or assets, except in the case of clause (ii) and (iii) for any such contraventions, conflicts, violations, revocationsdefaults, withdrawalsterminations, suspensions, cancellations, terminations cancellations or modifications accelerations which (x) are not, individually or in the aggregate, would not be reasonably likely to have a an Acquirer Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity is required to be made or obtained by Acquirer or with respect to any AREH Selling Party of its Subsidiaries at or before the Effective Time in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the a pre-merger notification report under the HSR Act and any applicable filings under the antitrust laws of any foreign country, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (iv) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the laws of any foreign country and (vi) such other Consents consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not, individually or in the aggregate, not be reasonably be expected likely to have a an Acquirer Material Adverse Effect or a material adverse effect on the AREH Selling Partiesparties' ability to consummate the transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Merger Sub and Kintera each has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party and to consummate the transactions that are contemplated herebyhereby and thereby. The execution and delivery of this Agreement by and the AREH Selling Parties other Transaction Documents to which Merger Sub or Kintera is or will be a party and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement hereby and thereby have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties Merger Sub or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementKintera. This Agreement has and the other Transaction Documents to which Merger Sub or Kintera is a party have been or will be duly executed and delivered by each AREH Selling Party and, assuming this Agreement constitutes Merger Sub or Kintera and constitute or will constitute the valid and binding obligation obligations of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesMerger Sub or Kintera, enforceable against each of the AREH Selling Parties in accordance with its their terms, subject, except as to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or such enforceability may be limited by bankruptcy laws and other similar Laws now or hereinafter in effect laws affecting creditors’ ' rights generally and (y) general principles of equity. (b) The execution and delivery by each of Merger Sub and Kintera of this Agreement by Agreement, the AREH Selling Parties other Transaction Documents to which it is or will be a party do not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement hereby and thereby will not, (i) conflict with, or result in any violation or breach of, of any provision of the respective organizational documents Certificate of the AREH Selling Parties Incorporation or By-laws of Merger Sub or Kintera, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in a any violation of any of the terms or requirements breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of termination, cancellation or acceleration of any Governmental Entity material obligation or loss of any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Merger Sub or Kintera is a party or by which it or any other Person the right to revoke, withdraw, suspend, cancel, terminateof its properties or assets may be bound, or modify, in each case in any respect, (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Merger Sub or Kintera or any of themits properties or assets, except in the case of clause (ii) and (iii) for any such contraventions, conflicts, violations, revocationsdefaults, withdrawalsterminations, suspensions, cancellations, terminations cancellations or modifications accelerations which (x) are not, individually or in the aggregate, reasonably likely to would not have a Material Adverse Effect on the AREH Selling Parties Merger Sub or (y) would not materially impair or delay the ClosingKintera. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity is required by or with respect to any AREH Selling Party Merger Sub or Kintera in connection with the execution and delivery of this Agreement by the AREH Selling Parties Transaction Documents or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreementhereby and thereby, except for (i) the filing of the pre-merger notification report under the HSR Act and Certificate of Merger, together with any required officers' certificates; (ii) filings, if any, required under Regulation D of the Securities Act of 1933; (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws; and (iv) such other Consents consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not, individually not prevent or in materially alter or delay any of the aggregate, reasonably be expected to transactions contemplated by this Agreement or would not have a Material Adverse Effect on the AREH Selling PartiesMerger Sub or Kintera.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Net2Phone has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated herebyby this Agreement, including the acquisition of the Yahoo! Shares. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementNet2Phone. This Agreement has been duly executed and delivered by each AREH Selling Party andNet2Phone, assuming this Agreement and constitutes the valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesNet2Phone, enforceable against each of the AREH Selling Parties in accordance with its terms, subject, as except to enforcement, to (x) the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect other laws affecting the enforcement of creditors’ ' rights generally and (y) by general principles of equity. (b) The execution and delivery by Net2Phone of this Agreement by the AREH Selling Parties does not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, of any provision of the respective organizational documents Certificate of the AREH Selling Parties Incorporation or Bylaws of Net2Phone, (ii) subject to the governmental filings and other matters referred to result in Section 6.2(c) hereof, contravene, conflict withany violation or breach of, or result in constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under any of the terms terms, conditions or requirements ofprovisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Net2Phone is a party or by which any of its properties or assets may be bound, or give any Governmental Entity (iii) conflict or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Net2Phone or any of themits properties or assets, except in the case of clause (ii) and (iii) for any such contraventions, conflicts, violations, revocationsdefaults, withdrawalsterminations, suspensions, cancellations, terminations cancellations or modifications accelerations which (x) are not, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingNet2Phone and its subsidiaries, taken as a whole. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity is required by or with respect to any AREH Selling Party Net2Phone in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the filing laws of the pre-merger notification report under the HSR Act any foreign country, and (iiiii) such other Consents consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not, individually or in the aggregate, be reasonably be expected to have a Material Adverse Effect on the AREH Selling PartiesNet2Phone and its subsidiaries, taken as a whole.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Merger Sub and Kintera each has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party and to consummate the transactions that are contemplated herebyhereby and thereby. The execution and delivery of this Agreement by and the AREH Selling Parties other Transaction Documents to which Merger Sub or Kintera is or will be a party and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement hereby and thereby have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties Merger Sub or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementKintera. This Agreement has and the other Transaction Documents to which Merger Sub or Kintera is a party have been or will be duly executed and delivered by each AREH Selling Party and, assuming this Agreement constitutes Merger Sub or Kintera and constitute or will constitute the valid and binding obligation obligations of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesMerger Sub or Kintera, enforceable against each of the AREH Selling Parties in accordance with its their terms, subject, except as to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or such enforceability may be limited by bankruptcy laws and other similar Laws now or hereinafter in effect laws affecting creditors’ ' rights generally and (y) general principles of equity. (b) The execution and delivery by each of Merger Sub and Kintera of this Agreement by Agreement, the AREH Selling Parties other Transaction Documents to which it is or will be a party do not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement hereby and thereby will not, (i) conflict with, or result in any violation or breach of, of any provision of the respective organizational documents Certificate of the AREH Selling Parties Incorporation or By-laws of Merger Sub or Kintera, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in a any violation of any of the terms or requirements breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of termination, cancellation or acceleration of any Governmental Entity material obligation or loss of any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Merger Sub or Kintera is a party or by which it or any other Person the right to revoke, withdraw, suspend, cancel, terminateof its properties or assets may be bound, or modify, in each case in any respect, (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Merger Sub or Kintera or any of themits properties or assets, except in the case of clause (i), (ii) and (iii) for any such contraventions, conflicts, violations, revocationsdefaults, withdrawalsterminations, suspensions, cancellations, terminations cancellations or modifications accelerations which (x) are not, individually or in the aggregate, reasonably likely to would not have a Material Adverse Effect on the AREH Selling Parties Merger Sub or (y) would not materially impair or delay the ClosingKintera. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity is required by or with respect to any AREH Selling Party Merger Sub or Kintera in connection with the execution and delivery of this Agreement by the AREH Selling Parties Transaction Documents or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreementhereby and thereby, except for (i) the filing of the pre-merger notification report under the HSR Act and Certificate of Merger, together with any required officers' certificates; (ii) filings, if any, required under Regulation D of the Securities Act of 1933; (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws; and (iv) such other Consents consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not, individually not prevent or in materially alter or delay any of the aggregate, reasonably be expected to transactions contemplated by this Agreement or would not have a Material Adverse Effect on the AREH Selling PartiesMerger Sub or Kintera.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Buyer has all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the transactions that are contemplated herebyhereby and thereby. The Buyer’s execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions Ancillary Agreements to which it is a party that are and the consummation by Buyer of the transactions contemplated by this Agreement hereby and thereby have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementBuyer. This Agreement has been been, and each Ancillary Agreement will be at or prior to the Closing, duly executed and delivered by each AREH Selling Party Buyer and, assuming the due authorization, execution and delivery of the other partiers hereto, this Agreement constitutes constitutes, and each Ancillary Agreement when so executed and delivered will constitute, the valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesBuyer, enforceable against each of the AREH Selling Parties Buyer in accordance with its their respective terms, subject, as to enforcement, to (xi) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws now or hereinafter in effect affecting creditors’ rights generally and (yii) general principles of equity. (b) The execution and delivery by Buyer of this Agreement by the AREH Selling Parties and each Ancillary Agreement to which it is a party does not, and the consummation by the AREH Selling Parties Buyer of the transactions contemplated hereby and thereby and the compliance by this Agreement Buyer with any provisions hereof or thereof will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents of Buyer, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the AREH Selling Parties terms, conditions or provisions of any note, bond, mortgage, indenture, lease, Contract or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (iiiii) subject to the governmental filings and other matters referred to in Section 6.2(c8.2(c) hereof, contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, or Law applicable to the AREH Selling Parties, Buyer or any of themits properties or the assets, except except, in the case of clause clauses (ii) and (iii), for any such contraventionsbreaches, conflicts, violations, revocationsdefaults, withdrawals, suspensionsterminations, cancellations, terminations accelerations, losses or modifications failures to obtain any consent or waiver which (x) are would not, individually or in the aggregate, be reasonably likely to (x) have a Buyer Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or materially delay the Closing. (c) No Consent consent, approval, finding of suitability, license, permit, waiver, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity is required by or with respect to any AREH Selling Party Buyer or its Affiliates in connection with the execution and delivery of this Agreement or the Ancillary Agreements by Buyer, the AREH Selling Parties compliance by Sellers with any of the provisions hereof or thereof, or the consummation by the AREH Selling Parties, or any of them, Buyer of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the pre-merger notification report under under, and compliance with any other applicable requirements of, the HSR Act and Act, (ii) any approvals and filing of notices required under the Gaming Laws, (iii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or tobacco or the renaming or rebranding of the operations at the Real Property, (iv) such other Consents whichfilings, if not obtained consents, approvals, findings of suitability, licenses, waivers, orders, authorizations, permits, registrations and declarations as may be required under the Laws of any jurisdiction in which Buyer conducts any business or madeowns any assets, the failure of which to make or obtain would not, individually or in the aggregate, be reasonably be expected likely to (x) have a Buyer Material Adverse Effect on or (y) materially impair or materially delay the AREH Selling PartiesClosing and (v) any consents, approvals, orders, authorizations, registrations, permits, declaration or filings required by Parent, Sellers or the Company or any of their Subsidiaries, Affiliates or key employees (including under the Gaming Laws).

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by the Company’s stockholders under the DGCL and the Company’s Certificate of Incorporation (the “Company Stockholder Approval”), to consummate the transactions that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementAgreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement constitutes the valid Company and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesCompany, enforceable against each of the AREH Selling Parties Company in accordance with its terms, subject, as subject to enforcement, to (x) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or similar Laws now or hereinafter in effect affecting creditors’ rights generally and to general equity principles (y) general principles of equitythe “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the AREH Selling Parties Company do not, and the consummation by the AREH Selling Parties Company of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents Certificate of Incorporation or By-laws of the AREH Selling Parties or Company, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance (“Liens”) on the assets of the Company or any of its Subsidiaries under any of the terms terms, conditions or requirements ofprovisions of any Company Material Contract, or give any Governmental Entity (iii) subject to obtaining the Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (iii) of Section 3.4(c), conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Company or any of themits Subsidiaries or to the properties or assets of the Company or any of its Subsidiaries, except in the case of clause clauses (ii) of this Section 3.4(b) for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations accelerations, losses, penalties or modifications which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay reasonably be expected to be material to the ClosingCompany and its Subsidiaries, taken as a whole. (c) No Consent consent, approval, license, permit, order or authorization of, with or from registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity Entity”) is required by or with respect to any AREH Selling Party the Company in connection with the execution and delivery of this Agreement by the AREH Selling Parties Company or the consummation by the AREH Selling Parties, or any of them, Company of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report under Certificate of Merger with the HSR Act Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business and (ii) such other Consents consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect on the AREH Selling PartiesEffect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties The Seller has all requisite power and authority (corporate and other) and capacity (in the case of individuals) to enter into execute and deliver this Agreement and the Ancillary Agreements and to consummate perform the transactions that are contemplated herebySeller’s obligations hereunder and thereunder. The execution and delivery by the Seller of this Agreement and the Ancillary Agreements and the performance by the AREH Selling Parties Seller of this Agreement and the consummation by each AREH Selling Party the Seller of the transactions to which it is a party that are contemplated by this Agreement hereby and thereby have been duly and validly authorized by all requisite limited liability company or partnership action, necessary corporate and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementSeller. This Agreement has and the Ancillary Agreements have been or will be as of the Closing Date duly and validly executed and delivered by each AREH Selling Party the Seller and, assuming this Agreement constitutes the valid due authorization, execution and binding obligation of Buyer delivery by the Buyer, the other Sellers, the Seller Representative and the ACE Selling Partiesany other party thereto, constitutes the or will constitute a valid and binding obligation of the AREH Selling PartiesSeller, enforceable against each of the AREH Selling Parties Seller in accordance with its terms, subject, except as to enforcement, to (x) applicable enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter hereafter in effect affecting relating to creditors’ rights generally and (y) subject to general principles of equityequity (the “Bankruptcy and Equity Exception”). (b) The Neither the execution and delivery by the Seller of this Agreement or the Ancillary Agreements, nor the performance by the AREH Selling Parties and Seller of its obligations hereunder or thereunder, nor the consummation by the AREH Selling Parties Seller of the transactions contemplated by this Agreement hereby or thereby, will not, (i) conflict with, with or result in any violation or breach of, violate any provision of the respective organizational documents Organizational Documents of the AREH Selling Parties Seller, each as amended or restated to date, (ii) subject require on the part of the Seller any notice to the governmental filings and other matters referred to in Section 6.2(cor filing with, or any Permit, authorization, consent or approval of, any Governmental Entity, (iii) hereof, contravene, conflict with, or result in a violation breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, Permit, indenture, agreement or mortgage for borrowed money, instrument of Indebtedness, Lien or other arrangement to which the Seller is a party or by which the Seller is bound or to which any of the terms assets of the Seller are subject, (iv) result in the imposition of any Lien upon any assets of the Seller or requirements of(v) violate any order, writ, injunction, decree, statute, rule or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, any permit, concession, franchise, license, judgment, or Law regulation applicable to the AREH Selling Parties, Seller or any of themits respective properties or assets, except in the case of clause the foregoing clauses (iiiii), (iv) and (v) for any such contraventionsnotices, consents and waivers that, if not obtained or made, and such conflicts, violationsbreaches, revocationsdefaults, withdrawalsaccelerations, suspensionsterminations, modifications, cancellations, terminations or modifications which (x) are notLiens and violations that, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) not been and would not reasonably be expected to prohibit or materially impair or delay the Closingability of the Seller to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder. (c) No Consent consent, approval, license, Permit, order or authorization of, with or from registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to any AREH Selling Party the Seller in connection with the execution and delivery of this Agreement by the AREH Selling Parties Seller or the consummation by the AREH Selling Parties, or any of them, Seller of the transactions to which they are a party that are contemplated by this Agreement, except for (i. Section 2.2(c) the filing of the pre-merger notification report under Company Disclosure Schedule sets forth a true, correct and complete list of all consents and approvals of third parties (including Governmental Entities), and all filings and notices, that are required in connection with the HSR Act and (ii) such other Consents which, if not obtained or made, would not, individually or in consummation by the aggregate, reasonably be expected to have a Material Adverse Effect on Seller of the AREH Selling Partiestransactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties The Company has all requisite corporate power and authority to enter into this Agreement and any Stockholder Related Agreement to which it is a party, perform its obligations under this Agreement and any Stockholder Related Agreement to which it is a party and to consummate the transactions that are contemplated herebyby this Agreement and any Stockholder Related Agreement to which it is a party. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions any Stockholder Related Agreement to which it is a party that are and the consummation of the transactions contemplated by this Agreement and any Stockholder Related Agreement to which it is a party by the Company have been duly and validly authorized by all requisite limited liability company or partnership actionnecessary corporate action on the part of the Company, and no other corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties the Company or their respective members or partners are its board of directors is necessary to authorize the execution, delivery or performance of this Agreement, and no other action of any AREH Selling Party Stockholder Related Agreement to which it is a party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreement or any such Stockholder Related Agreement. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement the Company and constitutes the valid and binding obligation of Buyer and the ACE Selling Partieslegal, constitutes the valid and binding obligation of the AREH Selling PartiesCompany, enforceable against each of the AREH Selling Parties Company in accordance with its terms, subject, except as to enforcement, to such enforceability may be limited by (xi) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting or hereinafter in effect affecting relating to creditors’ rights generally generally, and (yii) general principles the availability of equityinjunctive relief and other equitable remedies. (b) The execution and Neither the execution, delivery or performance by the Company or any of the Stockholders of this Agreement by or any of the AREH Selling Parties and Stockholder Related Agreements, nor the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement or any of the Stockholder Related Agreements, will notdirectly or indirectly (with or without notice or lapse of time, or both): (i) contravene, conflict with, or result in any violation or breach of, any provision of the respective organizational documents of the AREH Selling Parties or Company Constituent Document, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of modification, termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require notice to any Person or a consent or waiver under, constitute a change in control under, require the payment of a fee or penalty under or result in the creation or imposition of any Lien upon or with respect to any asset owned or used by the Company under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, Contract or other agreement, instrument or obligation to which the Company is a party or by which it or any of its properties or assets may be bound, (iii) contravene, conflict with or violate, or give any Person the right to challenge any of the transactions contemplated by this Agreement or any of the Stockholder Related Agreements or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company is subject, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, in each case in any respect, any permit, concession, franchise, license, judgment, Governmental Authorization that is held by the Company or Law applicable that otherwise relates to the AREH Selling Parties, business of the Company or to any of themthe assets owned, except in used or controlled by the case of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingCompany. (c) No Consent ofGovernmental Authorization, or registration, declaration, notice or filing with or from any Governmental Entity Body, is required by or with respect to any AREH Selling Party the Company: (i) in connection with the execution and delivery of this Agreement or any of the Stockholder Related Agreements by the AREH Selling Parties Company or the consummation by the AREH Selling Parties, Company of the transactions contemplated by this Agreement or any of themthe Stockholder Related Agreements, or (ii) necessary for the Company to operate its business immediately after the Closing in the same manner as operated immediately prior to the Closing after giving effect to the consummation of the transactions to which they are a party that are contemplated by this Agreement, except for (i) Agreement and the filing of the pre-merger notification report under the HSR Act and (ii) such other Consents which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling PartiesStockholder Related Agreements.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Target has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary Target, subject only to authorize the adoption of this Agreement, Agreement and no other action the approval of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part Merger by Target's stockholders under applicable provisions of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementDGCL. This Agreement has been duly executed and delivered by each AREH Selling Party Target and, assuming this Agreement constitutes the valid its due authorization, execution, and binding obligation of Buyer and the ACE Selling Partiesdelivery by Acquirer and, if applicable, Sub, constitutes the valid and binding obligation of the AREH Selling PartiesTarget, enforceable against each of the AREH Selling Parties in accordance with its terms, subject, except as to enforcement, to such enforceability may be limited by (xi) applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy laws and other similar Laws now or hereinafter in effect laws affecting creditors’ ' rights generally and (yii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. (b) The execution and delivery of this Agreement by the AREH Selling Parties Target does not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, of any provision of the respective organizational documents Certificate of the AREH Selling Parties Incorporation or Bylaws of Target, (ii) subject to the governmental filings and other matters referred to result in Section 6.2(c) hereof, contravene, conflict withany violation or breach of, or result in constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under any of the terms terms, conditions or requirements ofprovisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Target or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or give any Governmental Entity (iii) conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Target or any of themits Subsidiaries or any of their properties or assets, except in the case of clause (ii) and (iii) for any such contraventions, conflicts, violations, revocationsdefaults, withdrawalsterminations, suspensions, cancellations, terminations cancellations or modifications accelerations which (x) are not, individually or in the aggregate, would not be reasonably likely to have a Target Material Adverse Effect or a material adverse effect on the AREH Selling Parties or (y) would not materially impair or delay parties' ability to consummate the Closingtransactions contemplated by this Agreement. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity Entity") is required to be made or obtained by Target or with respect to any AREH Selling Party of its Subsidiaries at or before the Effective Time in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the a pre-merger notification report under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act Act") and any applicable filings under the antitrust laws of any foreign country, (ii) the filing by Acquirer of the Registration Statement (as defined in Section 3.19) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Act of 1933, as amended (the "Securities Act"), (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (iv) the filing of the Proxy Statement (as defined in Section 3.19) and related proxy materials with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the laws of any foreign country and (vi) such other Consents consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not, individually or in the aggregate, not be reasonably be expected likely to have a Target Material Adverse Effect or a material adverse effect on the AREH Selling Partiesparties' ability to consummate the transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of Seller and the AREH Selling Parties ACBR Entities has all the requisite power and authority to enter into execute and deliver this Agreement and to consummate the transactions to which it is a party that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by each of Seller and the AREH Selling Parties ACBR Entities and the consummation by each AREH Selling Party of Seller and the ACBR Entities of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreementeach of Seller and the ACBR Entities, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreementrespectively. This Agreement has been duly executed and delivered by each AREH Selling Party andof Seller and the ACBR Entities, and assuming this Agreement constitutes the valid and binding obligation of Buyer and the ACE Selling Partiesother parties hereto, this Agreement constitutes the valid and binding obligation of each of Seller and the AREH Selling PartiesACBR Entities, enforceable against each of Seller and the AREH Selling Parties ACBR Entities, respectively, in accordance with its terms, subject, as to enforcement, to (xi) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws now or hereinafter in effect affecting creditors’ rights generally and (yii) general principles of equity. (b) The execution and delivery of this Agreement by each of Seller and the AREH Selling Parties ACBR Entities does not, and the consummation by each of Seller and the AREH Selling Parties ACBR Entities of the transactions to which it is a party that are contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents of Seller or any of the AREH Selling Parties ACBR Entities, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture or other agreement to which Seller or any of the ACBR Entities is a party or otherwise bound, or (iiiii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof4.2(c), contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, modify any permit, concession, franchise, license, judgment, or Law applicable to the AREH Selling Parties, or any of themthe ACBR Entities, except in the case of clause clauses (ii) and (iii) for any such breaches, contraventions, rights, conflicts, violations, revocationsdefaults, withdrawals, suspensionsterminations, cancellations, terminations accelerations, losses or modifications failures to obtain any such consent or waiver which (x) are not, individually or in the aggregate, reasonably likely to have a an ACBR Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or materially delay the Closing. (c) No Consent consent, approval, order or authorization of, or registration, declaration or filing with or from any Governmental Entity is required by or with respect to Seller or any AREH Selling Party of the ACBR Entities in connection with the execution and delivery of this Agreement by Seller or any of the AREH Selling Parties ACBR Entities or the consummation by the AREH Selling Parties, Seller or any of them, the ACBR Entities of the transactions to which they are it is a party that are contemplated by this Agreementhereby, except for (i) the any approvals or filing of the pre-merger notification report notices required under the HSR Act and Gaming Laws, (ii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or the renaming or rebranding of the operations at the Property, (iii) such other Consents whichfilings, if not obtained consents, approvals, orders, authorizations, permits, registrations and declarations as may be required under the Laws of any jurisdiction in which Seller or madeany of the ACBR Entities conducts any business or owns any assets, the failure of which to make or obtain would not, individually or in the aggregate, be reasonably be expected likely to have a an ACBR Material Adverse Effect on Effect, (iv) the AREH Selling Partiesconsents, approvals, orders, authorizations, registrations, permits, declarations or filings listed in Section 4.2(c) of the Seller Disclosure Letter, and (v) any consents, approvals, orders, authorizations, registrations, permits, declarations or filings required to be obtained or made by Buyer or any of its Subsidiaries, Affiliates or key employees (including, without limitation, under the Gaming Laws).

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties The Purchaser has all requisite corporate power and authority to enter into this Agreement and any Purchaser Related Agreement to which it is a party, perform its obligations under this Agreement and any Purchaser Related Agreement to which it is a party and to consummate the transactions that are contemplated herebyby this Agreement and any Purchaser Related Agreement to which it is a party. The execution and delivery of this Agreement by and any Purchaser Related Agreement to which the AREH Selling Parties Purchaser is a party and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement and any Purchaser Related Agreement to which the Purchaser is a party have been duly and validly authorized by all requisite limited liability company or partnership actionnecessary corporate action on the part of the Purchaser, and no other corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties the Purchaser or their respective members or partners are its boards of directors is necessary to authorize the execution, delivery or performance of this Agreement, and no other action any Purchaser Related Agreement to which the Purchaser is a party or the consummation of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementAgreement or any Purchaser Related Agreement to which the Purchaser is a party. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement the Purchaser and constitutes the legal, valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation obligations of the AREH Selling PartiesPurchaser, enforceable against each of the AREH Selling Parties Purchaser in accordance with its terms, subject, except as to enforcement, to such enforceability may be limited by (xi) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting or hereinafter in effect affecting relating to creditors’ rights generally generally; and (yii) general principles the availability of equityinjunctive relief and other equitable remedies. (b) The execution and Neither the execution, delivery or performance by the Purchaser of this Agreement by or any of the AREH Selling Parties and Purchaser Related Agreements, nor the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement or any of the Purchaser Related Agreements, will notdirectly or indirectly (with or without notice or lapse of time, or both): (i) contravene, conflict with, or result in any violation or breach of, any provision of the respective organizational documents Organizational Documents of the AREH Selling Parties or Purchaser; (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of modification, termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require notice to any Person or a consent or waiver under, constitute a change in control under, require the payment of a fee or penalty under or result in the creation or imposition of any Lien upon or with respect to any asset owned or used by the Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, Contract or other agreement, instrument or obligation to which the Purchaser is a party or by which it or any of its properties or assets may be bound; (iii) contravene, conflict with or violate, or give any Person the right to challenge any of the transactions contemplated by this Agreement or any of the Purchaser Related Agreements or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Purchaser is subject; or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, in each case in any respect, any permit, concession, franchise, license, judgment, Governmental Authorization that is held by the Purchaser or Law applicable that otherwise relates to the AREH Selling Parties, business of the Purchaser or to any of themthe assets owned, except in used or controlled by the case of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingPurchaser. (c) No Consent ofGovernmental Authorization, with or from registration, declaration, notice or filing with, any Governmental Entity Body is required by or with respect to any AREH Selling Party the Purchaser: (i) in connection with the execution and delivery of this Agreement or any of the Purchaser Related Agreements by the AREH Selling Parties Purchaser or the consummation by the AREH Selling Parties, Purchaser of the transactions contemplated by this Agreement or any of them, the Purchaser Related Agreements; or (ii) necessary for the Purchaser to operate its business immediately after the Closing in the same manner as operated immediately prior to the Closing after giving effect to the consummation of the transactions to which they are a party that are contemplated by this Agreement, except for (i) Agreement and the filing of the pre-merger notification report under the HSR Act and (ii) such other Consents which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling PartiesPurchaser Related Agreements.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Curis has all requisite power and authority to enter into this Agreement and to consummate the transactions that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementAgreement by Curis have been duly authorized by all the necessary corporate action on the part of Curis, subject only to the approval of the Merger by Curis' stockholders under the DGCL. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement Curis and constitutes the valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesCuris, enforceable against each of the AREH Selling Parties in accordance with its terms, subject, as subject to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally the Bankruptcy and (y) general principles of equityEquity Exception. (b) The execution and delivery of this Agreement by the AREH Selling Parties Curis does not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents Certificate of the AREH Selling Parties Incorporation or By-laws of Curis, (ii) subject to the governmental filings and other matters referred to result in Section 6.2(c) hereof, contravene, conflict withany violation or breach of, or result constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or constitute a change in a violation of control under, any of the terms terms, conditions or requirements ofprovisions of any note, bond mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which Curis is a party or by which it or any of its properties or assets may be bound, or give any Governmental Entity (iii) conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Curis or by which it or any of themits properties or assets may be bound, except in the case of clause (ii) and (iii) for any such contraventions, conflicts, violations, revocationsdefaults, withdrawalsterminations, suspensions, cancellations, terminations cancellations or modifications accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Curis Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (c) No Consent consent, approval, license, permit, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity Authority is required by or with respect to any AREH Selling Party Curis in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the a pre-merger notification report under the HSR Act and Act, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Texas and the issuance of a certificate of merger by the Secretary of State of the State of Texas, (iv) the filing of the Registration Statement with the SEC and the effectiveness thereof, (v) the registration of the Surviving Company Common Stock under the Exchange Act, (vi) such, consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and (vii) such other Consents consents, licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, would notnot be reasonably likely, individually or in the aggregate, reasonably be expected to have a Curis Material Adverse Effect on the AREH Selling PartiesEffect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Public Company has all requisite corporate power and authority to enter into this Agreement Agreement, perform its obligations hereunder and subject only to the Public Company Stockholder Approval, consummate the transactions that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementAgreement by Public Company has been duly authorized by all necessary corporate action on the part of each of Public Company, subject only to the receipt of the Public Company Stockholder Approval. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement Public Company and constitutes the valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesPublic Company, enforceable against each of the AREH Selling Parties Public Company in accordance with its terms, subject, as subject to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally the Bankruptcy and (y) general principles of equityEquity Exception). (b) The execution and delivery of this Agreement by each of Public Company do not, and (assuming that the AREH Selling Parties and Public Company Stockholder Approval is received) the consummation by the AREH Selling Parties Public Company of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents certificate of incorporation or bylaws of Public Company or of the AREH Selling Parties charter, bylaws or other organizational document of any Subsidiary of Public Company, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, require the payment of a penalty under or result in the imposition of any Lien (other than a Permitted Lien) on the assets of Public Company or any of its Subsidiaries pursuant to, any of the terms terms, conditions or requirements ofprovisions of any lease, license, contract or other agreement, instrument or obligation to which Public Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets (whether owned or leased) may be bound, or give any Governmental Entity (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or Law regulation applicable to Public Company or any of its Subsidiaries or any of the AREH Selling Partiesproperties or assets now owned, operated or leased by any of them, except in the case of clause clauses (ii) and (iii) of this Section 3.4(b) for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations accelerations, losses, penalties or modifications which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely to have a Public Company Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (c) No Consent consent, approval, license, permit, order or authorization of, with or from registration, declaration, notice or filing with, any foreign or domestic court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity Entity”) or any stock market or stock exchange on which shares of Public Company Common Stock are listed for trading is required by or with respect to Public Company or any AREH Selling Party of its Subsidiaries in connection with the execution and delivery of this Agreement by the AREH Selling Parties Public Company or the consummation by the AREH Selling Parties, or any of them, Public Company of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report under Proxy Statement with the HSR SEC in accordance with the Securities Exchange Act and of 1934, as amended (the “Exchange Act”), (ii) the filing of such reports, schedules or materials under the Exchange Act or the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities laws or the rules and regulations of the Nasdaq Stock Market, (iv) the filing of a NASDAQ Listing Application—For Companies Conducting a Business Combination that Results in a Change of Control with respect to the shares of Public Company Common Stock to be issued pursuant to this Agreement (the “NASDAQ Listing Application”) and (v) such other Consents consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, would not, individually or in the aggregate, are not reasonably be expected likely to have a Public Company Material Adverse Effect Effect. (d) The affirmative vote in favor of the Public Company Voting Proposal by the holders of a majority of the shares of Public Company Common Stock present or represented by proxy and voting at the Public Company Meeting is the only vote of the holders of any class or series of Public Company’s capital stock or other securities necessary to approve the Public Company Voting Proposal. There are no bonds, debentures, notes or other indebtedness of Public Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on the AREH Selling Partiesany matters on which stockholders of Public Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated herebyby this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the AREH Selling Parties Purchaser and the consummation by each AREH Selling Party Purchaser of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company necessary corporate action on the part of Purchaser. No corporate act or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties Purchaser or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners its stockholders is necessary to authorize, execute and deliver this Agreement and consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each AREH Selling Party Purchaser and, assuming this Agreement constitutes the valid and binding obligation of Buyer and the ACE Selling MGM Parties, constitutes the valid and binding obligation of the AREH Selling PartiesPurchaser, enforceable against each of the AREH Selling Parties Purchaser, in accordance with its terms, subject, except as to enforcement, to such enforceability may be limited by (xi) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar Laws now or hereinafter hereafter in effect affecting relating to creditors’ rights generally and (yii) general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity). (b) The execution and delivery of this Agreement by the AREH Selling Parties Purchaser does not, and the consummation by the AREH Selling Parties Purchaser of the transactions to which it is a party that are contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents Articles of the AREH Selling Parties Incorporation or Bylaws of Purchaser, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, result in a breach of, constitute a default (or an event which with the giving of notice or lapse of time, or both, would become a default) under, require any notice, consent, approval or waiver under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in a violation the creation or continuance of any Encumbrance on any of the terms assets or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respectproperties of Purchaser pursuant to, any permitContract, concession, franchise, license, judgment, permit or Law applicable obligation to the AREH Selling Parties, which Purchaser is a party or by which it or any of themits assets or properties is bound, except in for the case notice, consent and approval provisions of, and the creation of clause (ii) for any such contraventionsEncumbrances under, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties Commitment Letter and related documentation or (yiii) would not materially impair conflict with or delay the Closingviolate any Law or Governmental Order applicable to Purchaser or any of its assets or properties. (c) No Consent of, with or from any Governmental Entity is required by or with respect to any AREH Selling Party in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreement, except Except for (i) the filing of the pre-merger notification report reports under the HSR Act and Act, (ii) such any Governmental Approvals related to, or arising out of, compliance with Gaming Laws, (iii) any Governmental Approvals related to, or arising out of, compliance with Liquor Licenses, (iv) any Governmental Approvals as may be required under applicable state securities Laws, (v) any Governmental Approvals as may be required under any environmental health or safety Laws pertaining to any notification, disclosure or required approval triggered by the Closing or the transactions contemplated by this Agreement, (vi) the matters relating to securing and consummating the Financing, the Seller Financing, the Equity Commitment and the Poster Financing and (vii) the satisfaction or waiver of the closing conditions in Section 6.1 and Section 6.2 and the closing deliveries in Section 2.3(b), no Governmental Approval, or consent, approval, authorization or action by, notice to, filing with, or waiver from, any other Consents whichPerson is required in connection with the execution, if not obtained or made, would not, individually or in delivery and performance of this Agreement by Purchaser and consummation by Purchaser of the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling Partiestransactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Parent and the Purchaser has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by the Parent as the sole stockholder of the Purchaser (which shall occur immediately after the execution and delivery of this Agreement), to consummate the transactions that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreement by the Parent and the Purchaser have been duly authorized by all necessary corporate action on the part of each of the Parent and the Purchaser, subject to the adoption of this Agreement by the Parent as the sole stockholder of the Purchaser (which shall occur immediately after the execution and delivery of this Agreement). This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement of the Parent and the Purchaser and constitutes the valid and binding obligation of Buyer each of the Parent and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesPurchaser, enforceable against each of the AREH Selling Parties them in accordance with its terms, subject, as subject to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally the Bankruptcy and (y) general principles of equityEquity Exception. (b) The execution and delivery of this Agreement by each of the AREH Selling Parties Parent and the Purchaser do not, and the consummation by the AREH Selling Parties Parent and the Purchaser of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the respective certificate of incorporation, bylaws or other organizational documents of the AREH Selling Parties Parent or the Purchaser, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Lien on the Parent’s or the Purchaser’s assets under, any of the terms terms, conditions or requirements ofprovisions of any lease, license, contract or other agreement, instrument or obligation to which the Parent or the Purchaser is a party or by which any of them or any of their properties or assets may be bound, or give any Governmental Entity (iii) subject to compliance with the requirements specified in clauses (i), (ii) and (iii) of Section 4.2(c), conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Parent or the Purchaser or any of themits or their respective properties or assets, except in the case of clause clauses (ii) and (iii) of this Section 4.2(b) for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations accelerations, losses, penalties or modifications which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (c) No Consent consent, approval, license, permit, order or authorization of, with or from registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of common stock of the Parent are listed for trading is required by or with respect to any AREH Selling Party the Parent or the Purchaser in connection with the execution and delivery of this Agreement by the AREH Selling Parties Parent or the Purchaser or the consummation by the AREH Selling Parties, Parent or any of them, the Purchaser of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report requirements under the HSR Act and any other applicable Antitrust Laws, (ii) such the filing of the Certificate of Merger with the Secretary of State and appropriate corresponding documents with the appropriate authorities of other Consents whichstates in which the Company is qualified as a foreign corporation to transact business, if not obtained and (iii) required filings of the Offer Documents and the Schedule 14D-9 under the Exchange Act. (d) No vote of the holders of any class or made, would not, individually series of the Parent’s capital stock or in other securities is necessary for the aggregate, reasonably be expected to have a Material Adverse Effect on consummation by the AREH Selling PartiesParent of the transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of Such Seller has the AREH Selling Parties has full legal right and capacity, and all requisite power and authority authority, to enter into this Agreement and the Transaction Agreements and to consummate the transactions that are contemplated herebyby this Agreement and the Transaction Agreements (collectively, the “Transactions”). The execution and delivery of this Agreement by and the AREH Selling Parties Transaction Agreements and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated Transactions by this Agreement such Seller have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreementits part. This Agreement has and the Transaction Agreements have been duly executed and delivered by each AREH Selling Party and, assuming this Agreement constitutes the such Seller and constitute its valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling Partiesobligation, enforceable against each of the AREH Selling Parties it in accordance with its their terms, subject, as subject to enforcement, to (x) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Applicable Laws of general applicability relating to or similar Laws now or hereinafter in effect affecting creditors’ rights generally and to general equity principles (yregardless of whether enforcement is sought in a proceeding at law or in equity) (the “Bankruptcy and Equity Exception”). There is no vote or consent of any partner, general principles or limited, or any other equity holder of equitysuch Seller, required in connection with its entry into this Agreement or any other Transaction Agreement to which it is a party, or with the consummation of the Transactions. (b) The execution and delivery of this Agreement and the Transaction Agreements by the AREH Selling Parties such Seller does not, and the consummation by the AREH Selling Parties it of the transactions contemplated by this Agreement will Transactions shall not, (i) conflict with, or result in any violation or breach of, or default under, any provision of the respective its organizational documents of the AREH Selling Parties or documents, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation, amendment or acceleration of any obligation or loss of any benefit) under, require a consent or waiver under, require the payment of a penalty under or result in the imposition of any Lien on its assets under, any of the terms terms, conditions or requirements ofprovisions of any agreement or contract to which it is a party or by which its properties or assets may be bound, or give conflict with or violate any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, any permit, concession, franchise, license, judgment, or Applicable Law applicable to the AREH Selling Parties, it or any of themits properties or assets, except in the case of clause (ii) for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations accelerations, losses, penalties or modifications which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, would not reasonably likely be expected to have a Seller Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (c) No Consent consent, approval, license, permit, order or authorization of, with or from registration, declaration, notice or filing with, any Governmental Entity or Regulatory Authority is required by or with respect to any AREH Selling Party such Seller in connection with the execution and delivery of this Agreement by the AREH Selling Parties it or the consummation by the AREH Selling Parties, or any of them, it of the transactions to which they are a party that are contemplated by this AgreementTransactions, except for (i) the filing of the pre-merger notification report under the HSR Act and (ii) such other Consents consents, approvals, Permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, would not, individually or in the aggregate, not reasonably be expected to have result in a Seller Material Adverse Effect on the AREH Selling PartiesEffect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Company and the Partnership has all the requisite corporate or organizational power and authority to enter into this Agreement and each of the other Transaction Documents to which it is a party, and to consummate the transactions that are contemplated herebyhereby and thereby to be consummated by it. The execution and delivery of this Agreement by each of the AREH Selling Parties Company and the consummation by Partnership has been, and each AREH Selling Party of the transactions other Transaction Documents to which it is a party that are contemplated by this Agreement have been will prior to the Closing be, duly and validly authorized by all the requisite limited liability company corporate or partnership action, and no other organizational action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, Company and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementPartnership. This Agreement has been duly been, and each of the other Transaction Documents to which the Company or the Partnership is a party, when executed and delivered by it, will be duly authorized and validly executed and delivered thereby, and this Agreement constitutes, and each AREH Selling Party andof the other Transaction Documents to which the Company or the Partnership is a party, when executed and delivered by it (assuming this Agreement constitutes and the other Transaction Documents to which it is a party constitute the valid and binding obligation obligations of Buyer the other parties hereto and the ACE Selling Partiesthereto) will constitute, constitutes the a valid and binding obligation of the AREH Selling PartiesCompany or the Partnership (as applicable), enforceable against each of the AREH Selling Parties it in accordance with its terms, subject, except as to enforcement, to such enforceability may be limited by (xi) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar Laws now or hereinafter hereafter in effect affecting relating to creditors’ rights generally and (yii) general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity) (collectively, the “Bankruptcy Exceptions”). (b) The execution and delivery of this Agreement by the AREH Selling Parties Company and the consummation Partnership, and the performance by the AREH Selling Parties any of them of the transactions contemplated by this Agreement other Transaction Documents to which it is a party, will not, (i) conflict with, violate or breach any provision of the certificate of incorporation or bylaws or other organizational document of any Company Entity or the Partnership, (ii) assuming that (x) as of the Effective Date (as defined in the Bankruptcy Plan), upon the consummation of the transactions contemplated thereby, no individual Noteholder will beneficially own a majority of the then outstanding shares of capital stock of the Company and (y) the reduction of the Investor’s current beneficial ownership of the outstanding capital stock of the Company as a result of the transactions contemplated by the Bankruptcy Plan (including the consummation of the transactions contemplated by this Agreement) will not be deemed a change of control of any Company Entity, result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any provision obligation or loss of any material benefit) under, or require a consent or waiver under, any of the respective organizational documents terms, conditions or provisions of any Contract to which any Company Entity or the AREH Selling Parties Partnership is a party or by which any of them or any of their properties or assets may be bound (ii) subject to the governmental filings Bankruptcy Exceptions), or (iii) assuming that all Governmental Approvals and other matters referred to in Section 6.2(c4.2(c) hereof, contravenehereof have been made and any waiting periods thereunder have terminated or expired, conflict with, with or result in a violation of violate any of the terms Law or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, any permit, concession, franchise, license, judgment, or Law Approval applicable to the AREH Selling Parties, Company Entities or the Partnership or any of themtheir respective properties or assets, except in the case cases of clause the foregoing clauses (ii) and (iii) for any such contraventionsbreaches, conflicts, violations, revocationsdefaults, withdrawals, suspensionsterminations, cancellations, terminations accelerations, losses or modifications failures to obtain any such consent or waiver which would not (xA) are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect on the AREH Selling Parties or (yB) would not prevent or materially impair or delay the Closing. (c) No Consent ofGovernmental Approvals or notice to, with declaration or filing with, or waiver from any Governmental Entity other Person is required by or with respect to any AREH Selling Party of the Company Entities or the Partnership in connection with the execution execution, delivery or performance by the Company Entities and delivery the Partnership of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, the other Transaction Documents to which any of them is a party nor the consummation of the transactions to which they are a party that are contemplated by this Agreementhereby and thereby, except for (i) the filing of the pre-merger premerger notification and report form under the HSR Act and Act, (ii) the filing with the SEC of such reports under the Securities Act or the Exchange Act as may be required in connection with this Agreement and the other Transaction Documents, (iii) the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law, (iv) applicable filings, if any, with the NYSE, including filings in connection with the listing of shares and name change of the Company, (v) the Gaming Licenses and other Governmental Approvals related to, or arising out of, compliance with Gaming Laws, (vi) Governmental Approvals as may be required under applicable state securities Laws or “Blue Sky” laws, (vii) the Confirmation Order, (viii) other Governmental Approvals reasonably necessary to own, lease or operate the properties of the Company Entities and to carry on the business of the Company Entities as currently conducted, and (ix) such other Consents whichconsents, if not Governmental Approvals, orders, authorizations, notifications, registrations, declarations and filings, the failure of which to be obtained or made, made would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on or prevent or materially delay the AREH Selling PartiesClosing.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Parent and the Purchaser has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by the Parent as the sole stockholder of the Purchaser (which shall occur promptly after the execution and delivery of this Agreement), to consummate the transactions that are contemplated hereby. The execution and delivery of, and the consummation of the transactions contemplated by, this Agreement by the Parent and the Purchaser have been duly authorized by all necessary corporate action on the part of each of the Parent and the Purchaser, subject to the adoption of this Agreement by the AREH Selling Parties and Parent as the consummation by each AREH Selling Party sole stockholder of the transactions to Purchaser (which it is a party that are contemplated by this Agreement have been duly shall occur promptly after the execution and validly authorized by all requisite limited liability company or partnership action, and no other action delivery of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreement). This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement of the Parent and the Purchaser and constitutes the valid and binding obligation of Buyer each of the Parent and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesPurchaser, enforceable against each of the AREH Selling Parties them in accordance with its terms, subject, as subject to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally the Bankruptcy and (y) general principles of equityEquity Exception. (b) The execution and delivery of this Agreement by each of the AREH Selling Parties Parent and the Purchaser do not, and the consummation by the AREH Selling Parties Parent and the Purchaser of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the respective certificate of incorporation, bylaws or other organizational documents of the AREH Selling Parties Parent or the Purchaser, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms terms, conditions or requirements ofprovisions of any lease, license, contract or other agreement, instrument or obligation to which the Parent or the Purchaser is a party or by which any of them or any of their properties or assets may be bound, or give any Governmental Entity (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 4.2(c), conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Parent or the Purchaser or any of themits or their respective properties or assets, except in the case of clause clauses (ii) and (iii) of this Section 4.2(b) for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations accelerations, losses, penalties or modifications which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and are not reasonably likely to have a Parent Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (c) No Consent consent, approval, license, permit, order or authorization of, with or from registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of common stock of the Parent are listed for trading is required by or with respect to any AREH Selling Party the Parent or the Purchaser in connection with the execution and delivery of this Agreement by the AREH Selling Parties Parent or the Purchaser or the consummation by the AREH Selling Parties, Parent or any of them, the Purchaser of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report requirements under the HSR Act and any other applicable Antitrust Laws, (ii) the filing of the Certificate of Merger with the Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iii) required filings of the Offer Documents and the Schedule 14D-9 under the Exchange Act, (iv) the filing of such reports, schedules or materials under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities laws, the rules and regulations of the Nasdaq Stock Market, and (vi) such other Consents consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, would not, individually or in the aggregate, are not reasonably be expected likely to have a Parent Material Adverse Effect on Effect. (d) No vote of the AREH Selling Partiesholders of any class or series of the Parent’s capital stock or other securities is necessary for the consummation by the Parent of the transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties has Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement by each of Parent and Merger Sub have been duly and validly authorized by all requisite limited liability necessary corporate or company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the respective part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreementeach of Parent and Merger Sub. Parent, and no other action as the sole stockholder of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by Merger Sub, has adopted this Agreement. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement of Parent and Merger Sub and constitutes the valid and binding obligation of Buyer each of Parent and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesMerger Sub, enforceable against each of the AREH Selling Parties in accordance with its terms, subjectsubject to the Bankruptcy and Equity Exception. On or prior to the date hereof, the Board of Directors of Parent has unanimously adopted resolutions that have approved this Agreement and the Merger, and such resolutions, as to enforcementof the date of this Agreement, to (x) applicable bankruptcyhave not been subsequently rescinded, insolvency, reorganization, moratorium modified or similar Laws now or hereinafter withdrawn in effect affecting creditors’ rights generally and (y) general principles of equityany way. (b) The execution and delivery of this Agreement by the AREH Selling Parties each of Parent and Merger Sub does not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents certificate of incorporation or by-laws of Parent or of the AREH Selling Parties certificate of incorporation or bylaws of Merger Sub, (ii) subject to the governmental filings and other matters referred to result in Section 6.2(c) hereof, contravene, conflict withany violation or breach of, or result in constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation, give rise to any obligation to make an offer to purchase any debt instrument or give rise to any loss of any material benefit) under, or require a consent or waiver under, any of the terms terms, conditions or requirements ofprovisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Parent or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or give any Governmental Entity (iii) conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, order, decree or Law applicable to the AREH Selling Parties, Parent or any of themits Subsidiaries or any of its or their properties or assets, except in the case of clause (ii) and (iii) for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations obligations, losses or modifications accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or any AREH Selling Party of its Subsidiaries in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the pre-merger notification report under the HSR Act and Act, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iv) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country and the European Union, and (vi) such other Consents consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not, individually or in the aggregate, not be reasonably be expected likely to have a Parent Material Adverse Effect on the AREH Selling PartiesEffect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties The Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated hereby. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement hereby have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementPurchaser. This Agreement has been duly executed and delivered by each AREH Selling Party andthe Purchaser. This Agreement constitutes, assuming this Agreement constitutes the valid due authorization, execution and binding obligation of Buyer and delivery by the ACE Selling Seller Parties, constitutes the a valid and binding obligation of the AREH Selling PartiesPurchaser, enforceable by the Seller Parties against each of the AREH Selling Parties Purchaser in accordance with its terms, subject, as except to enforcement, to (x) the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar other Laws now or hereinafter in effect affecting the enforcement of creditors’ rights generally and (y) by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or equity. (b) The execution and delivery by the Purchaser of this Agreement by the AREH Selling Parties does not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, of any provision of the respective organizational governing documents of the AREH Selling Parties or Purchaser, (ii) subject violate any Law applicable to the governmental filings and other matters referred to in Section 6.2(cPurchaser, or (iii) hereof, contravene, conflict with, with or result in a violation of any of the terms or requirements breach of, or give any Governmental Entity rise to a right of termination of or any other Person the right to revoke, withdraw, suspend, cancel, terminateloss of benefit under, or modify, in each case in accelerate the performance required by the terms of any respect, any permit, concession, franchise, license, judgment, court order or Law applicable to the AREH Selling Partiesconsent decree, or any of them, except in material agreement to which the case of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations Purchaser is party or modifications which (x) are not, individually or in the aggregate, reasonably likely to have constitute a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the Closingdefault thereunder. (c) No Consent of, with or from any Governmental Entity is required by or with respect to any AREH Selling Party in connection with Neither the execution and delivery of this Agreement by the AREH Selling Parties or Purchaser nor the consummation by the AREH Selling Parties, or any of them, of the transactions contemplated hereby will require any consent, approval, order or authorization of, or registration, declaration or filing with, or notification to which they are a party that are contemplated by this Agreementany Governmental Entity or any Person, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws and the filing securities Laws of the pre-merger notification report under the HSR Act and (ii) such other Consents which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling Partiesany foreign country.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties has Such Buyer Party had all requisite corporate or limited liability company (as the case may be) power and authority to enter into this Agreement and to consummate the transactions that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by such Buyer Party and the AREH Selling Parties agreements contemplated hereby and the consummation by each AREH Selling such Buyer Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreementthe Buyer Parties, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreementas applicable. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement constitutes the valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesBuyer, enforceable against each of the AREH Selling Parties it in accordance with its terms, subject, as to enforcement, to (xi) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (yii) general principles of equity. (b) The execution and delivery of this Agreement by the AREH Selling Parties Buyer does not, and the consummation by the AREH Selling Buyer Parties of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective certificate or articles of incorporation, bylaws or other organizational documents document of the AREH Selling Buyer Parties, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, Contract or obligation to which the Buyer Parties are a party or by which it or any of its properties or assets may be bound, or (iiiii) subject to the governmental filings and other matters referred to in Section 6.2(c4.2(c) hereof, contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, or Law applicable to the AREH Selling Parties, Buyer Parties or any of themtheir properties or assets, except in the case of clause (ii) for any such contraventions, conflicts, violations, revocationsdefaults, withdrawalsterminations, suspensions, cancellations, terminations cancellations or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) accelerations that would not materially impair or materially delay the Closing. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity is required by or with respect to any AREH Selling Party the Buyer Parties in connection with the execution and delivery of this Agreement by the AREH Selling Parties Buyer or the consummation by the AREH Selling Parties, or any of them, Buyer Parties of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the pre-merger notification report those required under the HSR Act and Gaming Laws (including all Gaming Approvals), (ii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or tobacco or the renaming or rebranding of the operations at the Property, (iii) such other Consents whichfilings, if not obtained consents, approvals, orders, authorizations, permits, registrations and declarations as may be required under the Laws of any jurisdiction in which the Buyer or madeits subsidiaries conduct any business or own any assets, the failure of which to make or obtain would not, individually or in the aggregate, be reasonably be expected likely to have a Material Adverse Effect on materially impair or materially delay the AREH Selling PartiesClosing and (iv) any consents, approvals, orders, authorizations, registrations, permits, declarations or filings required by the Sellers, the Company or its or their respective Affiliates or key employees (including under the Gaming Laws).

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties The Stockholder has full power and authority to do and perform all acts and things to be done by it under this Agreement. The Stockholder has all requisite power and authority to enter into this Agreement and any Stockholder Related Agreement to consummate the transactions that are contemplated hereby. The execution and delivery of which it is a party, perform its obligations under this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions any Stockholder Related Agreement to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementAgreement and any Stockholder Related Agreement to which it is a party. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement the Stockholder and constitutes the valid and binding obligation of Buyer and the ACE Selling Partieslegal, constitutes the valid and binding obligation of the AREH Selling PartiesStockholder, enforceable against each of the AREH Selling Parties Stockholder in accordance with its terms, subject, except as to enforcement, to such enforceability may be limited by (xi) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting or hereinafter in effect affecting relating to creditors’ rights generally generally, and (yii) general principles the availability of equityinjunctive relief and other equitable remedies. (b) The execution and Neither the execution, delivery or performance by the Stockholder of this Agreement by or any of the AREH Selling Parties and Stockholder Related Agreements, nor the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement or any of the Stockholder Related Agreements, will notdirectly or indirectly (with or without notice or lapse of time, or both): (i) contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of modification, termination, cancellation or acceleration of any provision obligation or loss of any material benefit) under, require notice to any Person or a consent or waiver under, constitute a change in control under, require the payment of a fee or penalty under or result in the creation or imposition of any Lien upon or with respect to any asset owned or used by the Stockholder under, any of the respective organizational documents terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, Contract or other agreement, instrument or obligation to which the AREH Selling Parties Stockholder is a party or by which it or any of its properties or assets may be bound; (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict withwith or violate, or give any Person the right to challenge any of the transactions contemplated by this Agreement or any of the Stockholder Related Agreements or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Stockholder is subject; or (iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, in each case in any respect, any permit, concession, franchise, license, judgment, Governmental Authorization that is held by the Stockholder or Law applicable that otherwise relates to the AREH Selling Parties, business of the Stockholder or to any of themthe assets owned, except in the case of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations used or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the Closing. (c) No Consent of, with or from any Governmental Entity is required by or with respect to any AREH Selling Party in connection with the execution and delivery of this Agreement controlled by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report under the HSR Act and (ii) such other Consents which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling PartiesStockholder.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Parent and Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated herebyby this Agreement. The execution and delivery of this Agreement Agreement, the performance by the AREH Selling Parties Parent and Purchaser of their respective obligations under this Agreement and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement by the Parent and Purchaser have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize each of the Parent and Purchaser, other than the adoption of this AgreementAgreement by the Parent as the sole stockholder of Purchaser, which shall occur promptly after the execution and no other action delivery of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement of the Parent and Purchaser and constitutes the valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation each of the AREH Selling PartiesParent and Purchaser, enforceable against each of the AREH Selling Parties them in accordance with its terms, subject, as subject to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally the Bankruptcy and (y) general principles of equityEquity Exception. (b) The execution and delivery of this Agreement by each of the AREH Selling Parties Parent and Purchaser, the performance by each of the Parent and the Purchaser of its obligations under this Agreement and the consummation by the AREH Selling Parties Parent and Purchaser of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents certificate of incorporation or bylaws of the AREH Selling Parties Parent or Purchaser, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Lien on the Parent’s or Purchaser’s assets under, any of the terms terms, conditions or requirements ofprovisions of any lease, license, contract or other agreement, instrument or obligation to which the Parent or Purchaser is a party or by which any of them or any of their properties or assets may be bound, or give any Governmental Entity (iii) subject to obtaining Purchaser stockholder approval (which shall occur promptly after the execution and delivery of this Agreement) and compliance with the requirements specified in clauses (i) and (ii) of Section 4.2(c), conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Parent or Purchaser or any of themits or their respective properties or assets, except in the case of clause clauses (ii) and (iii) of this Section 4.2(b) for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations accelerations, losses, penalties or modifications which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (c) No Consent consent, approval, license, permit, order or authorization of, with or from registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of common stock, $1.00 par value per share, of the Parent are listed for trading is required by or with respect to any AREH Selling Party the Parent or Purchaser in connection with the execution and delivery of this Agreement by the AREH Selling Parties Parent or Purchaser or the consummation by the AREH Selling Parties, Parent or any of them, Purchaser of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report requirements under the HSR Act Act, and any other applicable Antitrust Laws, (ii) such the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other Consents whichstates in which the Company is qualified as a foreign corporation to transact business, if not obtained and (iii) required filings of the Offer Documents, Schedule 14D-9 and the Proxy Statement under the Exchange Act. (d) No vote of the holders of any class or made, would not, individually series of the Parent’s capital stock or in other securities is necessary for the aggregate, reasonably be expected to have a Material Adverse Effect on consummation by the AREH Selling PartiesParent of the transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Buyer and the Buyer Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementAgreement by the Buyer and the Buyer Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Buyer Subsidiary (including the approval of the Merger by the Buyer in its capacity as the sole shareholder of the Buyer Subsidiary). This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement of the Buyer and the Buyer Subsidiary and constitutes the valid and binding obligation of each of the Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesBuyer Subsidiary, enforceable against each of the AREH Selling Parties in accordance with its terms, subject, as subject to enforcement, to (x) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar Laws now or hereinafter in effect laws affecting creditors’ rights and remedies generally and (y) to general principles of equity.. Table of Contents (b) The execution and delivery of this Agreement by each of the AREH Selling Parties Buyer and the Buyer Subsidiary do not, and the consummation by the AREH Selling Parties Buyer and the Buyer Subsidiary of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents certificate of incorporation or by-laws of the AREH Selling Parties Buyer or the Buyer Subsidiary, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Encumbrance on the Buyer’s or the Buyer Subsidiary’s assets under, any of the terms terms, conditions or requirements ofprovisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Buyer or the Buyer Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or give any Governmental Entity (iii) subject to compliance with the requirements specified in clause (i), (ii), (iii) and (iv) of Section 5.2(c), conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Buyer or the Buyer Subsidiary or any of themits or their properties or assets, except in the case of clause clauses (ii) and (iii) of this Section 5.2(b) for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations accelerations or modifications which (x) are notlosses that, individually or in the aggregate, could not reasonably likely be expected to have a Buyer Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (c) No Consent consent, approval, license, permit, order or authorization of, with or from registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to any AREH Selling Party the Buyer or the Buyer Subsidiary in connection with the execution and delivery of this Agreement by the AREH Selling Parties Buyer or the Buyer Subsidiary or the consummation by the AREH Selling Parties, Buyer or any of them, the Buyer Subsidiary of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report requirements under the HSR Act and Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of New Jersey and appropriate corresponding documents with the Secretaries of State of other states in which the Company is qualified as a foreign corporation to transact business, (iii) the filings of such other Consents whichreports, if not obtained schedules or madematerials under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (iv) such consents, would notapprovals, individually or in orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling Partiessecurities Laws of any foreign country.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties The Buyer has all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it will be a party and to consummate the transactions that are contemplated herebyContemplated Transactions. The execution execution, delivery and delivery performance by the Buyer of this Agreement by and each of the AREH Selling Parties Ancillary Agreements to which it will be a party and the consummation by each AREH Selling Party the Buyer of the transactions to which it is a party that are contemplated by this Agreement Contemplated Transactions have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementBuyer. This Agreement and each such Ancillary Agreement has been duly executed and delivered by each AREH Selling Party and, assuming the Buyer and this Agreement constitutes the valid and binding obligation of Buyer and the ACE Selling Parties, constitutes each such Ancillary Agreement is the valid and binding obligation of the AREH Selling PartiesBuyer, enforceable against each of the AREH Selling Parties Buyer in accordance with its terms, subject, as subject to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (y) general principles of equitythe Bankruptcy Exception. (b) The execution execution, delivery and delivery performance by the Buyer of this Agreement by and each of the AREH Selling Parties Ancillary Agreements to which it is a party, and the consummation by the AREH Selling Parties Buyer of the transactions contemplated by this Agreement will Contemplated Transactions, shall not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents of the AREH Selling Parties or Buyer, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, require the payment of a penalty under or result in the imposition of any Lien, other than Permitted Liens, on or with respect to the Buyer’s assets under, any of the terms terms, conditions or requirements ofprovisions of any lease, license, contract or other agreement, instrument or obligation to which the Buyer is a party or by which the Buyer or any of its properties or assets may be bound, or give any Governmental Entity (iii) subject to compliance with the requirements specified in Section 3.2(c), conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, license or Law applicable to the AREH Selling Parties, Buyer or any of them, except in the case of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations its properties or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the Closingassets. (c) No Consent consent, approval, license, permit, order or authorization of, with or from registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to any AREH Selling Party the Buyer in connection with the execution execution, delivery and delivery performance by the Buyer of this Agreement by and each of the AREH Selling Parties Ancillary Agreements to which it is a party or the consummation by the AREH Selling Parties, or any of them, Buyer of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report under the HSR Act and (ii) such other Consents which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling PartiesContemplated Transactions.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Buyer and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated hereby. The execution perform its obligations hereunder and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement by Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of each of Buyer and Merger Sub. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement of Buyer and Merger Sub and constitutes the valid and binding obligation of each of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesMerger Sub, enforceable against each of the AREH Selling Parties them in accordance with its terms, subject, as subject to enforcement, to (x) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (y) to general principles of equityequity principles. (b) The execution execution, delivery and delivery performance of this Agreement by the AREH Selling Parties each of Buyer and Merger Sub do not, and the consummation by the AREH Selling Parties Buyer and Merger Sub of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents certificate of the AREH Selling Parties incorporation or bylaws of Buyer or Merger Sub, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, result in any violation or breach of, constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, require the payment of a penalty or increased fees under or result in a violation the imposition of any Lien on Buyer’s or Merger Sub’s assets pursuant to, any of the terms terms, conditions or requirements ofprovisions of any lease, license, contract, subcontract, indenture, note, option or other agreement, instrument or obligation, written or oral, to which Buyer or Merger Sub is a party or by which any of them or any of their properties or assets may be bound, or give any Governmental Entity (iii) subject to compliance with the requirements specified in clauses (i) through (iii) of Section 4.2(c), conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, injunction, order, writ, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Buyer or Merger Sub or any of themtheir respective properties or assets, except in the case of clause clauses (ii) and (iii) of this Section 4.2(b) for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations modifications, accelerations, losses, penalties, increased fees or modifications which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, reasonably likely to have could not result in a Buyer Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (c) No Consent consent, approval, action, license, permit, order, certification, concession, franchise or authorization of, with or from registration, declaration, notice or filing with, any Governmental Entity is required to be obtained or made, as the case may be, by Buyer or with respect to any AREH Selling Party Merger Sub in connection with the execution execution, delivery and delivery performance of this Agreement by the AREH Selling Parties Buyer or Merger Sub or the consummation by the AREH Selling Parties, Buyer or any of them, Merger Sub of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report requirements under the HSR Act and applicable foreign Antitrust Laws, (ii) the filing of the certificate of merger with the Secretary of State of the State of Delaware and, as applicable, appropriate corresponding documents with the appropriate authorities of other states in which the Company or Buyer are qualified as a foreign corporation to transact business (iii) the filing and effectiveness of the Registration Statement with the SEC in accordance with the requirements of the Securities Act, (iv) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities laws and the rules and regulations of Nasdaq, and (v) such other Consents consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, would could not, individually or in the aggregate, reasonably be expected to have result in a Buyer Material Adverse Effect on Effect. (d) No vote of the AREH Selling Partiesholders of any class or series of Buyer’s capital stock or other securities is necessary for the approval and adoption of this Agreement and the consummation by Buyer of the transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Such Stockholder has full power and authority to do and perform all acts and things to be done by him under this Agreement. Such Stockholder has all requisite power and authority to enter into this Agreement and any Ancillary Agreement to consummate the transactions that are contemplated hereby. The execution and delivery of which he is a party, perform his obligations under this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions any Ancillary Agreement to which it he is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementAgreement and any Ancillary Agreement to which he is a party. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement such Stockholder and constitutes the legal, valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling Partiessuch Stockholder, enforceable against each of the AREH Selling Parties such Stockholder in accordance with its terms, subject, except as to enforcement, to such enforceability may be limited by (xi) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting or hereinafter in effect affecting relating to creditors’ rights generally generally, and (yii) general principles the availability of equityinjunctive relief and other equitable remedies. (b) The execution and Neither the execution, delivery or performance by such Stockholder of this Agreement by or any of the AREH Selling Parties and Ancillary Agreements, nor the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement or any of the Ancillary Agreements, will notdirectly or indirectly (with or without notice or lapse of time, or both): (i) contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of modification, termination, cancellation or acceleration of any provision obligation or loss of any material benefit) under, require notice to any Person or a consent or waiver under, constitute a change in control under, require the payment of a fee or penalty under or result in the creation or imposition of any Lien upon or with respect to any asset owned or used by such Stockholder under, any of the respective terms, conditions or provisions of its organizational documents documents, if relevant, any note, bond, mortgage, indenture, lease, license, Contract or other agreement, instrument or obligation to which such Stockholder is a party or by which he or any of the AREH Selling Parties his properties or assets may be bound; (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict withwith or violate, or give any Stockholder the right to challenge any of the transactions contemplated by this Agreement or any of the Ancillary Agreements or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which such Stockholder is subject; or (iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, in each case in any respect, any permit, concession, franchise, license, judgment, Governmental Authorization that is held by such Stockholder or Law applicable that otherwise relates to the AREH Selling Parties, business of such Stockholder or to any of themthe assets owned, except in the case of clause (ii) for any used or controlled by such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingStockholder. (c) No Consent of, with or from any Governmental Entity is required by or with respect to any AREH Selling Party in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report under the HSR Act and (ii) such other Consents which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling Parties.

Authority; No Conflict; Required Filings and Consents. (ai) Each of the AREH Selling Parties has all requisite power and authority to enter into this Agreement and to consummate the transactions that are contemplated hereby. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered by each AREH Selling Party andSeller Party, assuming this Agreement and constitutes and will constitute the valid and binding obligation obligations of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling Partieseach Seller Party, enforceable against each of the AREH Selling Parties Seller Party in accordance with its terms, subjectexcept as such enforceability may be limited by creditors rights, as to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally laws and (y) general principles of equity. (bii) The execution and delivery of this Agreement and the other agreements contemplated hereby by the AREH Selling Parties each Seller Party do not, and the consummation by the AREH Selling Parties each Seller Party of the transactions contemplated by this Agreement and the other agreements contemplated hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents of the AREH Selling Parties or such Seller Party, (ii) subject result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any material bond, mortgage, indenture, agreement, contract, instrument or obligation to which such Seller Party is a party or by which such Seller Party and/or the Property may be bound, other than consents and approvals to be obtained by such Seller Party prior to the governmental filings and Effective Date, (iii) to Seller’s Knowledge, other matters referred to in Section 6.2(c) hereofthan the Governmental Approvals, contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Entity Authority or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, any material permit, concession, franchise, license, judgment, or Law Legal Requirement applicable to the AREH Selling Partiessuch Seller Party, or (iv) to Seller’s Knowledge, result in the imposition or creation of any of themLien upon or with respect to the Property other than the Lease or any other Permitted Encumbrance, except in the case of clause clauses (ii) and (iii) hereof for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalscontraventions, suspensionsdefaults, terminations, cancellations, terminations accelerations or modifications losses, failures to obtain any such consent or waiver, or any such revocation, withdrawal, suspension, cancellation, termination or modification which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair prevent or delay the ClosingClosing or prevent, delay or adversely affect the performance by such Seller Party of the transactions contemplated by this Agreement or the other agreements contemplated hereby. (ciii) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity Authority or any other Person is required by by, or with respect to any AREH Selling to, either Seller Party in connection with the execution and delivery of this Agreement or the other agreements contemplated hereby by the AREH Selling Parties such Seller Party or the consummation by the AREH Selling Parties, or any of them, such Seller Party of the transactions to which they are it is a party that are contemplated by this Agreementhereby or thereby, except for (i) the filing of the pre-merger notification report under the HSR Act and any Governmental Approvals, (ii) any consents, approvals, orders, authorizations, registrations, permits, declarations or filings required by, of or with respect to Purchaser or any of its Subsidiaries, Affiliates or key employees (including, without limitation, under the Gaming Laws), and (iii) such other Consents whichconsents, if not obtained approvals, orders, authorizations, permits, filings, declarations or made, registrations of which the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on prevent or delay the AREH Selling PartiesClosing or prevent, delay or adversely affect the performance by such Seller Party of the transactions contemplated by this Agreement or the other agreements contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties has Xxxxx and Sub have all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which they are or will be parties and to consummate the transactions that are contemplated herebyhereby and thereby. The execution and delivery of this Agreement by and the AREH Selling Parties other Transaction Documents to which Xxxxx or Sub is or will be a party and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement hereby and thereby have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement constitutes the valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling Parties, enforceable against each of the AREH Selling Parties in accordance with its terms, subject, as to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (y) general principles of equity.16 (b) The execution and delivery by Xxxxx and Sub of this Agreement by and the AREH Selling Parties other Transaction Documents to which they are or will be parties does not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement hereby and thereby will not, (i) conflict with, or result in any violation or breach of, of any provision of the respective organizational documents Certificate of the AREH Selling Parties Incorporation or Bylaws of Xxxxx or Sub, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in a any violation of any of the terms or requirements breach of, or constitute (with or without notice or lapse of time, or both) a default under, or give rise to a right of termination, cancellation or acceleration of any Governmental Entity material obligation or loss of any material benefit under, any note, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Xxxxx or Sub is a party or by which either of them or any other Person the right to revoke, withdraw, suspend, cancel, terminateof their properties or assets may be bound, or modify, in each case in any respect, (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Xxxxx or Sub or any of themits or their properties or assets, except in the case of clause clauses (ii) and (iii) above for any such contraventions, conflicts, violations, revocationsdefaults, withdrawalsterminations, suspensions, cancellations, terminations cancellations or modifications accelerations which (x) are not, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingXxxxx. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity is required by or with respect to Xxxxx or any AREH Selling Party of its Subsidiaries in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing by Xxxxx of the pre-merger notification report under Registration Statement with the HSR Act and SEC in accordance with the Securities Act, (ii) the filing of the Merger Agreement and the Officers' Certificates with the California Secretary of State in accordance with the GCL, (iii) the filing of a certificate of merger with the Delaware Secretary of State, (iv) the filing of the Joint Proxy Statement and related proxy materials with the SEC in accordance with the Exchange Act, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the laws of any foreign country and (vi) such other Consents consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not, individually or in the aggregate, not be reasonably be expected likely to have a Material Adverse Effect on the AREH Selling PartiesXxxxx.

Authority; No Conflict; Required Filings and Consents. (a) Each of Buyer and Parent Guarantor has the AREH Selling Parties has all requisite power and authority to enter into execute and deliver this Agreement and to consummate the transactions to which it is a party that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by the AREH Selling Parties each of Buyer and Parent Guarantor and the consummation by each AREH Selling Party of Buyer and Parent Guarantor of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreementeach of Buyer and Parent Guarantor, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreementrespectively. This Agreement has been duly executed and delivered by each AREH Selling Party andof Buyer and Parent Guarantor, and assuming this Agreement constitutes the valid and binding obligation of Buyer and the ACE Selling Partiesother parties hereto, this Agreement constitutes the valid and binding obligation of the AREH Selling Partieseach of Buyer and Parent Guarantor, enforceable against each of the AREH Selling Parties Buyer and Parent Guarantor, respectively, in accordance with its terms, subject, as to enforcement, to (xi) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws now or hereinafter in effect affecting creditors’ rights generally and (yii) general principles of equity. (b) The execution and delivery of this Agreement by the AREH Selling Parties each of Buyer and Parent Guarantor does not, and the consummation by the AREH Selling Parties each of Buyer and Parent Guarantor of the transactions to which it is a party that are contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational organization documents of Buyer or Parent Guarantor, respectively, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the AREH Selling Parties terms, conditions or provisions of any note, bond, mortgage, indenture or other agreement to which Buyer or Parent Guarantor, respectively, is a party or otherwise bound, or (iiiii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof5.2(c), contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, modify any permit, concession, franchise, license, judgment, or Law applicable to the AREH Selling PartiesBuyer or Parent Guarantor, respectively, or any of them, except in the case of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations its properties or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the Closingassets. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity is required by or with respect to any AREH Selling Party Buyer or Parent Guarantor in connection with the execution and delivery of this Agreement by the AREH Selling Parties Buyer or Parent Guarantor, respectively, or the consummation by the AREH Selling PartiesBuyer or Parent Guarantor, or any of themrespectively, of the transactions to which they are it is a party that are contemplated by this Agreementhereby, except for (i) the any approvals or filing of the pre-merger notification report notices required under the HSR Act and Gaming Laws, (ii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or the renaming or rebranding of the operations at the Property owned and operated by Buyer, (iii) such other Consents whichfilings, if not consents, approvals, orders, authorizations, permits, registrations and declarations as may be required under the Laws of any jurisdiction in which Buyer or Parent Guarantor, respectively, conducts any business or owns any assets, and (iv) any consents, approvals, orders, authorizations, registrations, permits, declaration or filings required to be obtained or mademade by Seller, would notany of the ACBR Entities or any of their Affiliates or key employees (including, individually or in without limitation, under the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling PartiesGaming Laws).

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties National Media has all requisite corporate power and authority to enter into this Agreement and each of the Transaction Documents to which it is a party and to consummate the transactions that are contemplated herebyby this Agreement and each of the Transaction Documents to which it is a party. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions Transactions Documents to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement constitutes the valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling Parties, enforceable against each of the AREH Selling Parties in accordance with its terms, subject, as to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (y) general principles of equity. (b) The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement and each of the Transaction Documents to which it is a party by National Media have been duly authorized by all necessary corporate action on the part of National Media, subject only to the approval and adoption of this Agreement by National Media's stockholders under the DGCL. This Agreement and each of the Transaction Documents to which it is a party have been duly executed and delivered by National Media and constitute the valid and binding obligations of National Media, enforceable in accordance with their terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth on the National Media Disclosure Schedule, the execution and delivery of this Agreement and each of the Transaction Documents to which it is a party by National Media does not, and the consummation of the transactions contemplated by this Agreement and each of the Transaction Documents to which it is a party will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents Certificate of the AREH Selling Parties Incorporation or Bylaws of National Media or any of its Subsidiaries, (ii) subject to the governmental filings and other matters referred to result in Section 6.2(c) hereof, contravene, conflict withany violation or breach of, or result in constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms terms, conditions or requirements ofprovisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which National Media or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (including the Series C Convertible Preferred Stock), or give any Governmental Entity (iii) conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, National Media or any of themits Subsidiaries or any of its or their properties or assets, except in the case of clause (ii) and (iii) for any such contraventions, conflicts, violations, revocationsdefaults, withdrawalsterminations, suspensions, cancellations, terminations cancellations or modifications accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a National Media Material Adverse Effect on Effect. The Redemption Agreement pursuant to which holders of the AREH Selling Parties or (y) would not materially impair or delay outstanding shares of Series C Convertible Preferred Stock consent to the Closing.authorization, execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereunder and thereunder, is being entered into concurrently with the execution of this Agreement and a form is attached hereto as Exhibit K. The Series B Consent Agreement pursuant to which holders of the outstanding shares of National Media Series B Convertible Preferred Stock consent to the authorization, execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereunder and thereunder, is being entered into concurrently with the execution of this Agreement and a form is attached hereto as Exhibit L. The CoreStates Consent Agreement pursuant to which CoreStates consents to the authorization, execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereunder and thereunder, is being entered into concurrently with the execution of this Agreement and a form is attached hereto as Exhibit M. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity is required by or with respect to National Media or any AREH Selling Party of its Subsidiaries in connection with the execution and delivery of this Agreement by and each of the AREH Selling Parties Transaction Documents to which it is a party or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreementhereby or thereby, except for (i) the filing of the pre-merger notification report under the HSR Act and Act, (ii) the filing of a Certificate of Merger with respect to the National Media Merger with the Delaware Secretary of State, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) applicable approvals of the FCC pursuant to the Communications Act, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state or foreign securities laws, and (vi) such other Consents consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not, individually or in the aggregate, not be reasonably be expected likely to have a National Media Material Adverse Effect on the AREH Selling PartiesEffect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties The Company has all requisite partnership power and authority to enter into this Agreement and to consummate the transactions that are contemplated by this Agreement and to perform its obligations hereunder and the agreements contemplated hereby. The execution and delivery of this Agreement by the AREH Selling Parties Company and the consummation by each AREH Selling Party the Company of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementCompany. This Agreement has been duly executed and delivered by each AREH Selling Party the Company and, assuming this Agreement constitutes the valid and binding obligation of Buyer and the ACE Selling Partiesother parties hereto, constitutes the valid and binding obligation of the AREH Selling PartiesCompany, enforceable against each of the AREH Selling Parties Company in accordance with its terms, subject, as to enforcement, to (xi) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (yii) general principles of equity. (b) The execution and delivery of this Agreement by the AREH Selling Parties does not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents of the AREH Selling Parties Company, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any Material Contract to which the Company is a party, Lease or Company Benefit Plan, or (iiiii) subject to the governmental filings and other matters referred to in Section 6.2(c2.2(c) hereof, contravene, conflict with, with or result in a violation of violate any of the terms or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, any permit, concession, franchise, license, judgment, or Law applicable to the AREH Selling Parties, or any of them, except in the case of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingCompany. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration, notice or filing with, any court or administrative, regulatory or governmental agency, commission, board, body, authority or instrumentality, including, but not limited to, any Gaming Authority (each, a “Governmental Entity Entity”) is required by or with respect to on the part of any AREH Selling Party of the Company in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act and Act”), (ii) those required under the Gaming Laws (including all Gaming Approvals), (iii) such other Consents whichconsents, if not obtained approvals, orders, authorizations, registrations, declarations, notices, filings or madepermits related to, would notor arising out of, individually compliance with statutes, rules or in regulations regulating the aggregateconsumption, reasonably be expected to have a Material Adverse Effect on sale or serving of alcoholic beverages or tobacco products and (iv) any consents, approvals, orders, authorizations, registrations, declarations, filings or permits required by the AREH Selling PartiesBuyer or any of its subsidiaries, Affiliates or key employees (including under the Gaming Laws).

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated hereby. The execution and delivery by Company of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementAgreement by Company have been duly authorized by all necessary corporate action on the part of Company, subject only to the adoption of this Agreement by Company stockholders under the DGCL. This Agreement has been duly executed and delivered by each AREH Selling Party Company and, assuming the due authorization, execution and delivery of this Agreement constitutes the valid by Parent and binding obligation of Buyer and the ACE Selling PartiesMerger Sub, constitutes the valid and binding obligation of the AREH Selling PartiesCompany, enforceable against each of the AREH Selling Parties in accordance with its terms, subject, as subject to enforcement, to (x) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or similar Laws now or hereinafter in effect affecting creditors’ ' rights generally and (y) to general principles of equity.equity (the "Bankruptcy ---------- and Equity Exception"). -------------------- (b) The execution and delivery of this Agreement by Company do not, and assuming that this Agreement is duly adopted by Company's stockholders and that the AREH Selling Parties consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.03(c) --------------- are duly obtained and made, the consummation by the AREH Selling Parties Company of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents Certificate of the AREH Selling Parties Incorporation or Bylaws of Company, (ii) subject to the governmental filings and other matters referred to result in Section 6.2(c) hereof, contravene, conflict withany violation or breach of, or result in constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms terms, conditions or requirements ofprovisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or give any Governmental Entity (iii) conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Company or any of them, except in the case its Subsidiaries or any of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations its or modifications which (x) are not, individually their properties or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the Closingassets. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity Entity") is required to be obtained or made by or with ------------------- respect to Company or any AREH Selling Party of its Subsidiaries prior to the Effective Time in connection with the execution and delivery by Company of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, Company of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the a pre-merger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act and Act"), (ii) the filing ------- of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the filing of the Joint Proxy Statement/Prospectus (as defined in Section 3.20) with the Securities and Exchange ------------ Commission (the "SEC") in accordance with the Securities Exchange Act --- of 1934, as amended (the "Exchange Act"), and (iv) such other Consents whichconsents, if not obtained or made------------ approvals, would notorders, individually or in authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling Partieslaws of any foreign country.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties The Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated hereby. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement hereby have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementPurchaser. This Agreement has been duly executed and delivered by each AREH Selling Party andthe Purchaser. This Agreement constitutes, assuming this Agreement constitutes the valid due authorization, execution and binding obligation of Buyer and delivery by the ACE Selling Seller Parties, constitutes the a valid and binding obligation of the AREH Selling PartiesPurchaser, enforceable by the Seller Parties against each of the AREH Selling Parties Purchaser in accordance with its terms, subject, as except to enforcement, to (x) the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar other Laws now or hereinafter in effect affecting the enforcement of creditors’ ' rights generally and (y) by general principles of equity. (b) , regardless of whether such enforceability is considered in a proceeding at law or equity. The execution and delivery by the Purchaser of this Agreement by the AREH Selling Parties does not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, of any provision of the respective organizational governing documents of the AREH Selling Parties or Purchaser, (ii) subject violate any Law applicable to the governmental filings and other matters referred to in Section 6.2(cPurchaser, or (iii) hereof, contravene, conflict with, with or result in a violation of any of the terms or requirements breach of, or give any Governmental Entity rise to a right of termination of or any other Person the right to revoke, withdraw, suspend, cancel, terminateloss of benefit under, or modify, in each case in accelerate the performance required by the terms of any respect, any permit, concession, franchise, license, judgment, court order or Law applicable to the AREH Selling Partiesconsent decree, or any of them, except in material agreement to which the case of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations Purchaser is party or modifications which (x) are not, individually or in the aggregate, reasonably likely to have constitute a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the Closing. (c) No Consent of, with or from any Governmental Entity is required by or with respect to any AREH Selling Party in connection with default thereunder. Neither the execution and delivery of this Agreement by the AREH Selling Parties or Purchaser nor the consummation by the AREH Selling Parties, or any of them, of the transactions contemplated hereby will require any consent, approval, order or authorization of, or registration, declaration or filing with, or notification to which they are a party that are contemplated by this Agreementany Governmental Entity or any Person, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws and the filing securities Laws of the pre-merger notification report under the HSR Act any foreign country and (ii) such other Consents which, if not obtained or made, would not, individually or in filings as may be required under the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling PartiesHSR Act.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Such Continuing Option Holder or Continuing Warrant Holder has all requisite power and authority and is legally competent to enter into this Agreement and to consummate the transactions that are contemplated hereby. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement hereby have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties Continuing Option Holder or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementContinuing Warrant Holder. This Agreement has been duly and validly executed and delivered by each AREH Selling Party and, assuming this Agreement such Continuing Option Holder or Continuing Warrant Holder and constitutes the a valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling Partiessuch Continuing Option Holder or Continuing Warrant Holder, enforceable against each of the AREH Selling Parties in accordance with its terms, subject, except as to enforcement, to (x) applicable such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws now or hereinafter hereafter in effect affecting relating to creditors’ ' rights generally and by general equitable principles (y) general principles regardless of equitywhether enforceability is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement by the AREH Selling Parties such Continuing Option Holder or Continuing Warrant Holder does not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement will not, (i) conflict with, or not result in any violation or breach of, any provision or constitute (with or without notice or lapse of the respective organizational documents of the AREH Selling Parties or (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict withtime, or result in both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under any of the terms terms, conditions or requirements ofprovisions of any note, bond, mortgage, indenture, lease, contract or give any Governmental Entity other agreement, instrument or any other Person the right obligation to revoke, withdraw, suspend, cancel, terminate, which such Continuing Option Holder or modify, in each case in any respect, any permit, concession, franchise, license, judgment, Continuing Warrant Holder is a party or Law applicable to the AREH Selling Parties, by which such Continuing Option Holder or Continuing Warrant Holder or any of them, except in the case of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations its properties or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the Closing. (c) No Consent of, with or from any Governmental Entity is required by or with respect to any AREH Selling Party in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report under the HSR Act and (ii) such other Consents which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling Parties.assets

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Buyer and Buyer Parent has all requisite corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and the agreement contemplated hereby and to consummate the transactions that are contemplated hereby. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement. The execution and delivery of this Agreement by Buyer and Buyer Parent and the consummation by Buyer and Buyer Parent of the transactions to which they are a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, Buyer and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementBuyer Parent. This Agreement has been duly executed and delivered by each AREH Selling Party Buyer and Buyer Parent and, assuming this Agreement constitutes the valid and binding obligation of Buyer Sellers and the ACE Selling PartiesPartnership, constitutes the valid and binding obligation of the AREH Selling PartiesBuyer and Buyer Parent, enforceable against each of the AREH Selling Parties Buyer in accordance with its terms, subject, as to enforcement, to (xi) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws now or hereinafter in effect affecting creditors’ rights generally and (yii) general principles of equity. (b) The Other than as disclosed in Section 7.2 of the Buyer Disclosure Letter, the execution and delivery of this Agreement by the AREH Selling Parties Buyer and Buyer Parent does not, and the consummation by the AREH Selling Parties Buyer and Buyer Parent of the transactions to which they are a party that are contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective articles of incorporation, bylaw or other organizational documents document of Buyer and Buyer Parent, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the AREH Selling Parties terms, conditions or provisions of any note, bond, mortgage, indenture, lease, Contract or obligation to which Buyer or Buyer Parent is a party or by which they or any of their properties or assets may be bound, or (iiiii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene7.2(c), conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, authorization, registration, notice, certificate, exemption, concession, franchise, license, judgment, or Law applicable to the AREH Selling Parties, Buyer or Buyer Parent or any of themtheir properties or assets, except in the case of clause clauses (ii) and (iii) for any such contraventionsbreaches, conflicts, violations, revocationsdefaults, withdrawals, suspensionsterminations, cancellations, terminations accelerations, losses or modifications failures to obtain any such consent or waiver which (x) are would not, individually or in the aggregate, be reasonably likely to have a Buyer Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the Closing. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity is required by or with respect to any AREH Selling Party Buyer or Buyer Parent in connection with the execution and delivery of this Agreement by the AREH Selling Parties Buyer and Buyer Parent or the consummation by the AREH Selling Parties, or any of them, Buyer and Buyer Parent of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the pre-merger notification report under the HSR Act and Act, (ii) any approvals and filing of notices required under the Buyer Gaming Laws, (iii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or the renaming or rebranding of the operations at the Property, (iv) such other Consents whichfilings, if not obtained consents, approvals, orders, authorizations, permits, registrations and declarations as may be required under the Laws of any jurisdiction in which Buyer conducts any business or madeowns any assets, the failure of which to make or obtain would not, individually or in the aggregate, be reasonably be expected likely to have a Buyer Material Adverse Effect on and (v) any consents, approvals, orders, authorizations, registrations, permits, declarations or filings required by the AREH Selling PartiesPartnership or any of its Subsidiaries, Affiliates or key employees (including, without limitation, under the Partnership Gaming Laws).

Authority; No Conflict; Required Filings and Consents. (ai) Each Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization/formation, is qualified to do business and in good standing in the AREH Selling Parties State and has all requisite power full power, authority and authority legal right to enter into execute and deliver and to perform and observe the provisions of this Agreement to be observed and/or performed by Purchaser. This Agreement has been duly authorized, executed and to consummate delivered by Purchaser, and constitutes and will constitute the transactions that are contemplated hereby. valid and binding obligations of Purchaser enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by creditors rights, laws and general principles of equity. (ii) The execution and delivery by Purchaser of this Agreement by Agreement, the AREH Selling Parties Lease Amendment and the other agreements contemplated hereby to which Purchaser is a party do not, and the consummation by each AREH Selling Party Purchaser of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement constitutes the valid and binding obligation of Buyer Lease Amendment and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling Parties, enforceable against each of the AREH Selling Parties in accordance with its terms, subject, as to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (y) general principles of equity. (b) The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by the AREH Selling Parties of the transactions other agreements contemplated by this Agreement hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents of the AREH Selling Parties or Purchaser, (ii) result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any material bond, mortgage, indenture, lease, or other material Contract or obligation to which Purchaser is a party or by which it or any of its properties or assets may be bound, other than consents and approvals obtained by Purchaser prior to the Effective Date, or (iii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereofGovernmental Approvals, contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Entity Authority or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any material respect, any material permit, concession, franchise, license, judgment, or Law Legal Requirement applicable to the AREH Selling Parties, Purchaser or any of themits properties or assets, except except, in the case of clause clauses (ii) and (iii) hereof, for any such contraventions, conflicts, breaches, violations, terminations or defaults, or failure to obtain such consents or waivers, or revocations, withdrawals, suspensions, cancellations, terminations or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the Closing. (c) No Consent of, with or from any Governmental Entity is required by or with respect to any AREH Selling Party in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report under the HSR Act and (ii) such other Consents which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected prevent or materially delay the Closing or prevent, materially delay or adversely affect the performance by Purchaser of the transactions contemplated by this Agreement, the Lease Amendment or the other agreements contemplated hereby to have which it is a Material Adverse Effect on party. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by, of or with respect to Purchaser in connection with the AREH Selling Partiesexecution and delivery by Purchaser of this Agreement, the Lease Amendment or the other agreements contemplated hereby to which Purchaser is a party or the consummation by Purchaser of the transactions contemplated hereby or by the other agreements contemplated hereby to which Purchaser is a party, except for (i) any approvals or filing of notices required under the Gaming Laws, (ii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or the renaming or rebranding of the operations at the Property, (iii) any consents, approvals, orders, authorizations, registrations, permits, declarations or filings required by Seller or its Subsidiaries, Affiliates or key employees (including, without limitation, under the Gaming Laws), and (iv) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations of which the failure to make or obtain would not, individually or in the aggregate, prevent or materially delay the Closing or prevent, materially delay or adversely affect the performance by Purchaser of the transactions contemplated by this Agreement, the Lease Amendment or the other agreements contemplated hereby to which it is a party.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties The Acquirer has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Transaction Documents and to consummate the transactions that are contemplated herebyherein and therein. The execution and delivery of, and the consummation of the transactions contemplated by, this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have Acquirer has been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners the Acquirer. The board of directors of the Acquirer (the “Acquirer Board”), at a meeting duly called and held, by the unanimous vote of all Acquirer Directors, duly resolved (i) that the entry into this Agreement and consummation of the Acquisition, the Scheme and the other transactions contemplated hereby on the terms and subject to the conditions set forth herein, are necessary most likely to authorize promote the success of Acquirer for the benefit of its stockholders as a whole and (ii) to approve this Agreement, the Acquisition, the Scheme and no the other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each AREH Selling Party the Acquirer and, assuming the due authorization, execution and delivery of this Agreement constitutes by the valid and binding obligation of Buyer and the ACE Selling PartiesCompany, constitutes the valid and binding obligation of the AREH Selling PartiesAcquirer, enforceable against each of the AREH Selling Parties it in accordance with its terms, subject, as subject to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally the Bankruptcy and (y) general principles of equityEquity Exceptions. (b) The execution and delivery of this Agreement by the AREH Selling Parties Acquirer does not, and the consummation by the AREH Selling Parties Acquirer of the transactions contemplated by this Agreement will hereby shall not, (i) conflict with, or result in any violation or breach of, any provision of the respective certificate of incorporation, bylaws, articles or other organizational documents of the AREH Selling Parties or Acquirer, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms terms, conditions or requirements ofprovisions of any material agreement or other instrument to which the Acquirer is a party or by which any of its properties or assets may be bound, or give any Governmental Entity (iii) subject to compliance with the requirements specified in clauses (i) through (iii) of Clause 1.1(c), conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling PartiesAcquirer or any of its properties or assets, or any of themother applicable Law, except in the case of clause clauses (ii) and (iii) of this Clause 2.3(b) 1.1(b) for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations accelerations, losses, penalties or modifications which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably likely be expected to have a an Acquirer Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (c) No Consent consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Relevant Authority or any stock market or stock exchange on which Acquirer Shares are listed for trading is required by or with respect the Acquirer in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein, except for (i) the pre-merger notification requirements under the HSR Act and any requirements under other applicable Antitrust Laws, (ii) filings in connection with or from in compliance with the Exchange Act, Securities Act, rules and regulations of any Governmental Entity stock exchange and (iii) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, an Acquirer Material Adverse Effect. (d) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Relevant Authority or any stock market or stock exchange on which shares of Acquirer Common Stock are listed for trading is required by or with respect to the Acquirer or any AREH Selling Party of its Subsidiaries in connection with the execution and delivery of this Agreement by the AREH Selling Parties Acquirer or the consummation by the AREH Selling Parties, or any of them, Acquirer of the transactions to which they are a party that are contemplated by this AgreementAcquisition, except for (i) the filing of the pre-merger notification report as required under the HSR Act and applicable Law, (ii) the Exchange Act, (iii) the Securities Act, (iv) the rules and regulations of the NASDAQ, (v) the HSR Act, and the antitrust, competition, foreign investment or similar Laws outside of the United States set forth in Clause 2.4(d) of the Acquirer Disclosure Schedule and (vi) the approvals set forth in Clause 2.4(d) of the Acquirer Disclosure Schedule, and no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, or notice to, any United States, state of the United States or non-United States governmental or regulatory agency, commission, court, body, entity or authority, other market administrator, international treaty or standards organization, or national, regional or state organization, or Relevant Authority, is necessary, under applicable Law, for the execution, delivery and performance of this Agreement or the consummation by Acquirer of the transactions contemplated hereby, except for such other Consents whichauthorizations, consents, orders, licenses, permits, approvals or filings that, if not obtained or made, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a an Acquirer Material Adverse Effect on Effect. (e) No affirmative vote or written consent of holders of any class or series of capital stock of the AREH Selling PartiesAcquirer is necessary to consummate the Acquisition.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Purchaser has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions that are contemplated herebyby this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the AREH Selling Parties Purchaser and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite necessary limited liability company or partnership actionaction on the part of Purchaser. Except as obtained as of the date hereof, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability company act or partnership proceeding on the part of such AREH Selling Parties Purchaser or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners its manager is necessary to authorize, execute and deliver this Agreement and consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each AREH Selling Party Purchaser and, assuming this Agreement constitutes the valid and binding obligation of Buyer and the ACE Selling PartiesMGM Entities, constitutes the valid and binding obligation of the AREH Selling PartiesPurchaser, enforceable against each of the AREH Selling Parties it, in accordance with its terms, subject, except as to enforcement, to such enforceability may be limited by (xi) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar Laws now or hereinafter hereafter in effect affecting relating to creditors’ rights generally and (yii) general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity). (b) The execution and delivery of this Agreement by the AREH Selling Parties Purchaser does not, and the consummation by the AREH Selling Parties Purchaser of the transactions to which it is a party that are contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents of the AREH Selling Parties or Purchaser (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in a violation breach of, constitute a default (or an event which with the giving of notice or lapse of time, or both, would become a default) under, require any notice, consent, approval or waiver under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or (except pursuant to the collateral documents contemplated by Section 2.1) result in the creation or continuance of any Encumbrance or Permitted Exception on any of the terms assets or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respectproperties of Purchaser pursuant to, any permitContract, concession, franchise, license, judgment, permit or Law applicable obligation to the AREH Selling Parties, which Purchaser is a party or by which it or any of themits assets or properties is bound, except in the case of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (yiii) would not materially impair conflict with or delay the Closingviolate any Law or Governmental Order applicable to Purchaser or any of its respective assets or properties. (c) No Consent of, with or from any Governmental Entity is required by or with respect to any AREH Selling Party in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreement, except for Except for: (i) the filing of the pre-merger notification report reports under the HSR Act and Act, (ii) such any Governmental Approvals related to, or arising out of, compliance with Gaming Laws and Gaming Licenses, (iii) any Governmental Approvals related to, or arising out of, compliance with Liquor Licenses, (iv) any Governmental Approvals as may be required under applicable state securities Laws, , and (v) the satisfaction or waiver of the closing conditions in Section 7.1 and Section 7.2 and the closing deliveries in Section 3.2, no material Governmental Approval, or consent, approval, authorization or action by, notice to, filing with, or waiver from, any other Consents whichPerson is required in connection with the execution, if not obtained or made, would not, individually or in delivery and performance of this Agreement by Purchaser and consummation by Purchaser of the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling Partiestransactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties The Purchaser has all requisite corporate power and authority to enter into this Agreement and any Purchaser Related Agreement to which it is a party, perform its obligations under this Agreement and any Purchaser Related Agreement to which it is a party and to consummate the transactions that are contemplated herebyby this Agreement and any Purchaser Related Agreement to which it is a party. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions any Purchaser Related Agreement to which it is a party that are and the consummation of the transactions contemplated by this Agreement and any Purchaser Related Agreement to which it is a party by the Purchaser have been duly and validly authorized by all requisite limited liability company or partnership actionnecessary corporate action on the part of the Purchaser, and no other corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties the Purchaser or their respective members or partners are its board of directors is necessary to authorize the execution, delivery or performance of this Agreement, and no other action of any AREH Selling Party Purchaser Related Agreement to which it is a party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementAgreement or any Purchaser Related Agreement to which it is a party. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement the Purchaser and constitutes the valid and binding obligation of Buyer and the ACE Selling Partieslegal, constitutes the valid and binding obligation of the AREH Selling PartiesPurchaser, enforceable against each of the AREH Selling Parties Purchaser in accordance with its terms, subject, except as to enforcement, to such enforceability may be limited by (xi) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting or hereinafter in effect affecting relating to creditors’ rights generally generally, and (yii) general principles the availability of equityinjunctive relief and other equitable remedies. (b) The execution and Neither the execution, delivery or performance by the Purchaser of this Agreement by or any of the AREH Selling Parties and Purchaser Related Agreements, nor the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement or any of the Purchaser Related Agreements, will notdirectly or indirectly (with or without notice or lapse of time, or both): (i) contravene, conflict with, or result in any violation or breach of, any provision of the respective organizational documents of the AREH Selling Parties or Purchaser’s Organizational Documents, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of modification, termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require notice to any Person or a consent or waiver under, constitute a change in control under, require the payment of a fee or penalty under or result in the creation or imposition of any Lien upon or with respect to any asset owned or used by the Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, Contract or other agreement, instrument or obligation to which the Purchaser is a party or by which it or any of its properties or assets may be bound, (iii) contravene, conflict with or violate, or give any Person the right to challenge any of the transactions contemplated by this Agreement or any of the Purchaser Related Agreements or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Purchaser is subject, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, in each case in any respect, any permit, concession, franchise, license, judgment, Governmental Authorization that is held by the Purchaser or Law applicable that otherwise relates to the AREH Selling Parties, business of the Purchaser or to any of themthe assets owned, except in used or controlled by the case of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingPurchaser. (c) No Consent ofGovernmental Authorization, with or from registration, declaration, notice or filing with, any Governmental Entity Body is required by or with respect to any AREH Selling Party the Purchaser: (i) in connection with the execution and delivery of this Agreement or any of the Purchaser Related Agreements by the AREH Selling Parties Purchaser or the consummation by the AREH Selling Parties, Purchaser of the transactions contemplated by this Agreement or any of themthe Purchaser Related Agreements, or (ii) necessary for the Purchaser to operate its business immediately after the Closing in the same manner as operated immediately prior to the Closing after giving effect to the consummation of the transactions to which they are a party that are contemplated by this Agreement, except for (i) Agreement and the filing of the pre-merger notification report under the HSR Act and (ii) such other Consents which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling PartiesPurchaser Related Agreements.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties It has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated herebyTransactions. The execution and delivery of this Agreement by and the AREH Selling Parties Transaction Agreements and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated Transactions by this Agreement the Buyer have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementBuyer. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement constitutes the valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesBuyer, enforceable against each of the AREH Selling Parties it in accordance with its terms, subject, as subject to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally the Bankruptcy and (y) general principles of equityEquity Exception. (b) The execution and delivery of this Agreement and the Transaction Agreements by the AREH Selling Parties Buyer does not, and the consummation by the AREH Selling Parties Buyer of the transactions contemplated by this Agreement Transactions will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents of the AREH Selling Parties or Buyer, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation, material amendment or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, require the payment of a penalty under or result in the imposition of any Lien on the Buyer’s assets under, any of the terms terms, conditions or requirements ofprovisions of any material agreement to which the Buyer is a party or by which the Buyer’s properties or assets may be bound, or give (iii) conflict with or violate any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, any permit, concession, franchise, license, judgment, or Applicable Law applicable to the AREH Selling Parties, Buyer or any of themits properties or assets, except in the case of clause (ii) for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations accelerations, losses, penalties or modifications which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, could not reasonably likely be expected to have a Buyer Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (c) No Consent consent, approval, license, permit, order or authorization of, with or from registration, declaration, notice or filing with, any Governmental Entity or Regulatory Authority is required by or with respect to any AREH Selling Party the Buyer in connection with the execution and delivery of this Agreement by the AREH Selling Parties Buyer or the consummation by the AREH Selling Parties, or any of them, Buyer of the transactions to which they are a party that are contemplated by this AgreementTransactions, except for (i) the filing of the pre-merger notification report under the HSR Act and (ii) such other Consents consents, approvals, Permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, would not, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect on the AREH Selling PartiesEffect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties JWC has all requisite power and authority to enter into this Agreement and to consummate the transactions that are contemplated hereby. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement hereby have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementJWC. This Agreement has been duly and validly executed and delivered by each AREH Selling Party and, assuming this Agreement JWC and constitutes the a valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesJWC, enforceable against each of the AREH Selling Parties in accordance with its terms, subject, except as to enforcement, to (x) applicable such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws now or hereinafter hereafter in effect affecting relating to creditors’ ' rights generally and by general equitable principles (y) general principles regardless of equitywhether enforceability is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement by the AREH Selling Parties JWC does not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, of any provision of the respective organizational documents of the AREH Selling Parties JWC, or (ii) subject to the governmental filings and other matters referred to result in Section 6.2(c) hereof, contravene, conflict withany violation or breach of, or result in constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under any of the terms terms, conditions or requirements ofprovisions of any note, bond, mortgage, indenture, lease, contract or give any Governmental Entity other agreement, instrument or any other Person the right obligation to revoke, withdraw, suspend, cancel, terminate, which JWC is a party or modify, in each case in any respect, any permit, concession, franchise, license, judgment, or Law applicable to the AREH Selling Parties, by which JWC or any of themits properties or assets may be bound, except in the case of clause (ii) for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations accelerations or modifications conflicts which (x) are would not, individually or in the aggregate, reasonably likely to have or result in a Material Adverse Effect on JWC or impair the AREH Selling Parties or (y) would not materially impair or delay ability of JWC to consummate the Closingtransactions contemplated by this Agreement. (c) No Consent ofof any person, with or from including without limitation, any Governmental Entity Entity, is required by or with respect to any AREH Selling Party JWC in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the pre-merger notification report such Consents as may be required under the HSR Act applicable state securities laws and (ii) such other Consents which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling Parties.(other than

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties The Company has all requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the transactions that are contemplated herebyhereby and thereby. The Company’s execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions Ancillary Agreement to which it is a party that are and the consummation by the Company of the transactions contemplated by this Agreement hereby and thereby have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementCompany. This Agreement has been been, and each Ancillary Agreement will be at or prior to Closing, duly executed and delivered by each AREH Selling Party the Company party thereto and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes the valid constitutes, and binding obligation of Buyer each Ancillary Agreement when so executed and the ACE Selling Partiesdelivered will constitute, constitutes the valid and binding obligation of the AREH Selling PartiesCompany, enforceable against each of the AREH Selling Parties Company in accordance with its their respective terms, subject, as to enforcement, to (xi) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws now or hereinafter in effect affecting creditors’ rights generally and (yii) general principles of equity. (b) The execution and delivery by the Company of this Agreement by the AREH Selling Parties and each Ancillary Agreement to which it is a party, the consummation by the AREH Selling Parties Company of the transactions contemplated by this Agreement hereby and thereby, and the compliance of the Company with any provisions hereof or thereof, does not or will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational organization documents of the AREH Selling Parties Company, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, Contract or obligation to which the Company is a party or by which the Company or the Purchased Assets may be bound, (iii) result in the creation of any Lien or Encumbrance (other than Permitted Liens and Permitted Encumbrances) on any of the Purchased Assets pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which the Company is a party or by which the Company or the Purchased Assets may be bound or affected, or (iiiv) subject to the governmental filings and other matters referred to in Section 6.2(c7.2(c) hereof, contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, or Law applicable to the AREH Selling PartiesCompany or the Purchased Assets, or any of themexcept, except in the case of clause clauses (ii), (iii) and (iv), for any such contraventionsbreaches, conflicts, violations, revocationsdefaults, withdrawals, suspensionsterminations, cancellations, terminations accelerations, losses or modifications failures to obtain any such consent or waiver which (x) are would not, individually or in the aggregate, be reasonably likely to (x) have a Company Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or materially delay the Closing. (c) No Consent consent, approval, finding of suitability, license, permit, waiver, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity is required by or with respect to any AREH Selling Party the Company in connection with the execution and delivery of this Agreement or the Ancillary Agreements by the AREH Selling Parties Company or the consummation by the AREH Selling Parties, or any of them, Company of the transactions to which they are it is a party that are contemplated by this Agreementhereby, except for (i) the filing of the pre-merger notification report under under, and compliance with any other applicable requirements of, the HSR Act and Act, (ii) any approvals and filing of notices required under the Gaming Laws, (iii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or tobacco or the renaming or rebranding of the operations at the Real Property, (iv) such other Consents whichfilings, if not obtained consents, approvals, findings of suitability, licenses, waivers, orders, authorizations, permits, registrations and declarations as may be required under the Laws of any jurisdiction in which the Company conducts any business or madeowns any Purchased Assets, the failure of which to make or obtain would not, individually or in the aggregate, be reasonably be expected likely to (x) have a Company Material Adverse Effect on or (y) materially impair or materially delay the AREH Selling PartiesClosing, and (v) any consents, approvals, orders, authorizations, registrations, permits, declaration or filings required by Buyer or any of its Subsidiaries, Affiliates or key employees (including under the Gaming Laws).

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties has Xxxxx and Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by the AREH Selling Parties Xxxxx and Sub and the consummation by each AREH Selling Party them of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary Xxxxx and Sub, subject only to authorize this Agreement, and no other action the approval of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part issuance of such AREH Selling Parties or their respective members or partners is necessary to consummate Xxxxx Common Stock in the transactions contemplated Merger by this AgreementZoran’s stockholders as required by the DGCL. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement Xxxxx and Sub and constitutes the valid and binding obligation of Buyer Xxxxx and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesSub, enforceable against each of the AREH Selling Parties them in accordance with its terms, subject, except as to enforcement, to such enforceability may be limited by (xi) applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy laws and other similar Laws now or hereinafter in effect laws affecting creditors’ rights generally and (yii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. (b) The execution and delivery of this Agreement by the AREH Selling Parties Xxxxx and Sub does not, and the consummation by the AREH Selling Parties them of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, of any provision of the respective organizational documents Certificate of the AREH Selling Parties Incorporation or Bylaws of Xxxxx or Sub, (ii) subject to the governmental filings and other matters referred to result in Section 6.2(c) hereof, contravene, conflict withany violation or breach of, or result in constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under any of the terms terms, conditions or requirements ofprovisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Xxxxx or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or give any Governmental Entity (iii) conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Xxxxx or any of themits Subsidiaries or any of their properties or assets, except in the case of clause clauses (ii) and (iii) for any such contraventions, conflicts, violations, revocationsdefaults, withdrawalsterminations, suspensions, cancellations, terminations cancellations or modifications accelerations which (x) are not, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on Xxxxx or a material adverse effect on the AREH Selling Parties or (y) would not materially impair or delay ability of the Closingparties to consummate the transactions contemplated by this Agreement. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Xxxxx or any AREH Selling Party of its Subsidiaries in connection with the execution and delivery of this Agreement by the AREH Selling Parties Xxxxx or Sub or the consummation by the AREH Selling Parties, Xxxxx or any of them, Sub of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the a pre-merger notification report under the HSR Act and Act, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) the filing of the Certificate of Merger with the Secretary of State of Delaware in accordance with the DGCL and the filing of appropriate documents with the relevant authorities of other states in which Xxxxx or any of its Subsidiaries conduct business or owns assets, (iv) the filing of the Joint Proxy Statement and related proxy materials with the SEC in accordance with the Exchange Act, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the laws of any foreign country and (vi) such other Consents consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not, individually or in the aggregate, not be reasonably be expected likely to have a Material Adverse Effect on Xxxxx or a material adverse effect on the AREH Selling Partiesability of the parties to consummate the transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Harveys has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions to which it is a party that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by the AREH Selling Parties Harveys and the consummation by each AREH Selling Party Harveys of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementHarveys. This Agreement has been duly executed and delivered by each AREH Selling Party Harveys and, assuming this Agreement constitutes the valid and binding obligation of Buyer and the ACE Selling Partiesother parties hereto, constitutes the valid and binding obligation of the AREH Selling PartiesHarveys, enforceable against each of the AREH Selling Parties Harveys in accordance with its terms, subject, as to enforcement, to (xi) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws now or hereinafter in effect affecting creditors’ ' rights generally and (yii) general principles of equity. (b) The Other than as disclosed in Section 3.3(b) of the Harveys Disclosure Schedule, the execution and delivery of this Agreement by the AREH Selling Parties Harveys does not, and the consummation by the AREH Selling Parties Harveys of the transactions to which it is a party that are contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents Articles of Incorporation or Bylaws of Harveys or the comparable charter or bylaws of any of its Subsidiaries, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the AREH Selling Parties terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Harveys or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iiiii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene3.3(c), conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Harveys or any of themits Subsidiaries or any of its or their properties or assets, except in the case of clause clauses (ii) and (iii) for any such contraventionsbreaches, conflicts, violations, revocationsdefaults, withdrawals, suspensionsterminations, cancellations, terminations accelerations, losses or modifications failures to obtain any such consent or waiver which (x) are not, individually or in the aggregate, reasonably likely to have a Harveys Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or materially delay the Closing. (c) No Consent consent, approval, order or authorization of, with or from registration, declaration or filing with, any court, administrative agency, commission, gaming authority or other governmental authority or instrumentality ("Governmental Entity Entity") is required by or with respect to Harveys or any AREH Selling Party of its Subsidiaries in connection with the execution and delivery of this Agreement by the AREH Selling Parties Harveys or the consummation by the AREH Selling Parties, Harveys or any of them, such Subsidiaries of the transactions to which it is or they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR Act and Act"), (ii) the filing of the Information Statement (as defined in Section 3.16 below) with the Securities and Exchange Commission (the "SEC") in accordance with the Exchange Act, (iii) any approvals and filing of notices required under the Harveys Gaming Laws (as defined in Section 3.15(b)), (iv) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or the renaming or rebranding of the operations of Harveys and its Subsidiaries, (v) such consents, approvals, orders, authorizations, permits, registrations, declarations and filings as may be required under applicable state securities laws, (vi) such filings and consents as may be required under any environmental health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Closing or the transactions contemplated by this Agreement, the failure of which to make or obtain, respectively, would not be reasonably likely to result in a Harveys Material Adverse Effect, (vii) such other Consents whichfilings, if consents, approvals, orders, authorizations, permits, registrations and declarations as may be required under the laws of any jurisdiction in which Harveys or any of its Subsidiaries conducts any business or owns any assets the failure of which to make or obtain would not obtained or made, would not, individually or in the aggregate, be reasonably be expected likely to have a Harveys Material Adverse Effect on and (viii) any consents, approvals, orders, authorizations, registrations, permits, declarations or filings required by Xxxxxx'x, any of its Subsidiaries, affiliates or key employees (including, without limitation, under the AREH Selling PartiesXxxxxx'x Gaming Laws (as defined in Section 5.6(b)).

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Buyer and the Offering Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the Offer and the other transactions that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the Offer and the other transactions to which it is a party that are contemplated by this Agreement by the Buyer and the Offering Subsidiary have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, the Buyer and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementOffering Subsidiary. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement constitutes the valid and binding obligation of Buyer and the ACE Selling Parties, Offering Subsidiary and constitutes the valid and binding obligation of the AREH Selling PartiesBuyer and the Offering Subsidiary, enforceable against each of the AREH Selling Parties Buyer and the Offering Subsidiary in accordance with its terms, subject, as subject to enforcement, to (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally the Bankruptcy and (y) general principles of equityEquity Exception. (b) The execution and delivery of this Agreement by each of the AREH Selling Parties Buyer and the Offering Subsidiary do not and the consummation by the AREH Selling Parties Buyer and the Offering Subsidiary of the Offer and the other transactions contemplated by this Agreement will Agreement, as applicable, shall not, (i) conflict with, or result in any violation or breach of, any provision of the respective charter, bylaws or other organizational documents of the AREH Selling Parties Buyer or the Offering Subsidiary, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Lien on the Buyer's or the Offering Subsidiary's assets under, any of the terms terms, conditions or requirements of, or give provisions of any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, any permit, concession, franchiselease, license, judgmentcontract or other agreement, instrument or obligation to which the Buyer or the Offering Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i)-(iv) of Section 3.2(c), conflict with or violate any Order or Law applicable to the AREH Selling Parties, Buyer or the Offering Subsidiary or any of themits or their respective Properties, except except, in the case of clause (ii) or (iii) of this Section 3.2(c), for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations accelerations, losses, penalties or modifications which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, would not be reasonably likely expected to have a Buyer Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (c) No Consent consent, approval, license, permit, Order or authorization of, with or from registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Buyer common stock ("Buyer Common Stock") are listed for trading is required by or with respect to any AREH Selling Party the Buyer or the Offering Subsidiary in connection with the execution and delivery of this Agreement by the AREH Selling Parties Buyer or the Offering Subsidiary or the consummation by the AREH Selling Parties, Buyer or any of them, the Offering Subsidiary of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the notification requirements under the HSR Act, (ii) the administrative report under the Korean Foreign Investment Promotion Act, (iii) the business combination report under the Korean Monopoly Regulation and Fair Trade Act, (iv) the filing of the pre-merger notification report under appropriate corresponding documents with the HSR Act appropriate authorities of other jurisdictions in which the Company is qualified as a foreign corporation to transact business and (iiv) such filing and notices with the SEC or The Nasdaq Global Market as may be required for the consummation of the Offer and the other Consents which, if not obtained transactions contemplated by this Agreement. (d) No vote of the holders of any class or made, would not, individually series of the Buyer's capital stock or in other securities is necessary for the aggregate, reasonably be expected to have a Material Adverse Effect on consummation by the AREH Selling PartiesBuyer of the Offer and the other transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Seller Party has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated hereby. The execution and delivery of this Agreement by the AREH Selling Parties This Agreement, and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement hereby, have been duly and validly authorized by all requisite limited liability company or partnership action, and no other necessary corporate action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, each Seller Party and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementKNE. This Agreement has been duly executed and delivered by each AREH Selling Party andSeller Party. This Agreement constitutes, assuming this Agreement constitutes the due authorization, execution and delivery by the Purchaser, the valid and binding obligation of Buyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling Partieseach Seller Party, enforceable against each of the AREH Selling Parties Seller Party in accordance with its terms, subject, as except to enforcement, to (x) the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar other Laws now or hereinafter in effect affecting the enforcement of creditors’ rights generally and (y) by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. No vote or written consent of any holder of securities of any Seller Party or of KNE (except as set forth in KNE’s articles of association) is necessary to approve this Agreement or any of the transactions contemplated hereby except such as has been obtained prior to the date hereof. (b) The execution and delivery by each Seller Party of this Agreement by the AREH Selling Parties does not, and the consummation by the AREH Selling Parties of the transactions contemplated by this Agreement hereby will not, (i) result in the creation of any Liens on any of the Acquired Assets (other than Permitted Liens and Liens created pursuant to the terms of this Agreement and the other agreements and documents executed in connection with the consummation of the transactions contemplated hereby), (ii) conflict with, or result in any violation or breach of, of any provision of the respective organizational articles of organization, certificate of incorporation, bylaws or other formation documents of the AREH Selling Parties any Seller Party or KNE, (iii) violate any Laws applicable to any Seller Party or KNE, or (iiiv) subject to except as set forth on Schedule 3.2(b) of the governmental filings and other matters referred to in Section 6.2(c) hereof, contraveneCompany Disclosure Schedule, conflict with, with or result in a violation of any of the terms or requirements breach of, or give rise to a right of termination or amendment of or loss of benefit under, or accelerate the performance required by the terms of any judgment, court order or consent decree, or any Assumed Contract or any KNE Contract or constitute a default thereunder. (c) Neither the execution and delivery by the Seller Parties of this Agreement nor the consummation of the transactions contemplated hereby will require any consent, approval, order or authorization of, or registration, declaration or filing with, or notification to any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, any permit, concession, franchise, license, judgment, or Law applicable to the AREH Selling Parties, or any of them, except in the case of clause (ii) for any such contraventions, conflicts, violations, revocations, withdrawals, suspensions, cancellations, terminations or modifications which (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the Closing. (c) No Consent of, with or from any Governmental Entity is required by or with respect to any AREH Selling Party in connection with the execution and delivery of this Agreement by the AREH Selling Parties or the consummation by the AREH Selling Parties, or any of them, of the transactions to which they are a party that are contemplated by this AgreementPerson, except for (i) the filing of the pre-merger notification report such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act applicable federal and state securities Laws and (ii) such other Consents whichconsents, if not obtained or madeapprovals, would notauthorizations, individually or in permits, filings, registrations and notifications which are listed on Schedule 3.2(c) of the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling PartiesCompany Disclosure Schedule.

Authority; No Conflict; Required Filings and Consents. (a) Each of the AREH Selling Parties Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated herebyby this Agreement. The execution and delivery of this Agreement by the AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company or partnership action, and no other action of any such AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners are necessary to authorize this Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated by this AgreementAgreement by Parent and Merger Sub have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub. This Agreement has been duly executed and delivered by each AREH Selling Party and, assuming this Agreement of Parent and Merger Sub and constitutes the valid and binding obligation of Buyer each of Parent and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling PartiesMerger Sub, enforceable against each of the AREH Selling Parties them in accordance with its terms, subject, except as to enforcement, to (x) applicable the enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, without limitation, all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws now or hereinafter in effect affecting enforcement of creditors’ rights generally now or hereafter in effect and (y) except as enforcement thereof is subject to general principles of equityequity (regardless of whether enforcement is considered in a proceeding in equity or at Law). (b) The execution and delivery of this Agreement by the AREH Selling Parties each of Parent and Merger Sub do not, and the consummation by the AREH Selling Parties Parent and Merger Sub of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the respective organizational documents certificate of the AREH Selling Parties incorporation or by-laws of Parent or Merger Sub, (ii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a violation default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Lien on Parent’s or Merger Sub’s assets under, any of the terms terms, conditions or requirements ofprovisions of any lease, license, contract or other agreement, instrument or obligation to which Parent or Merger Sub is a party or by which any of them or any of their properties or assets may be bound, or give any Governmental Entity (iii) subject to compliance with the requirements specified in clauses (i) and (ii) of Section 6.2(c), conflict with or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or Law regulation applicable to the AREH Selling Parties, Parent or Merger Sub or any of themits or their respective properties or assets, except in the case of clause clauses (ii) and (iii) of this Section 6.2(b) for any such contraventions, conflicts, violations, revocationsbreaches, withdrawalsdefaults, suspensionsterminations, cancellations, terminations accelerations, losses, penalties or modifications which Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect. (xc) Other than (i) the filings, approvals and/or notices pursuant to Section 1.2, (ii) filings, approvals and/or notices under the HSR Act (or similar foreign filings), the Securities Act and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, (iii) filings, approvals and/or notices required to be made with or obtained from the New York Stock Exchange, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable U.S. state securities Laws and (v) the notifications, consents and approvals set forth in Section 6.2(c) of the Parent Disclosure Schedule (collectively, the “Parent Approvals”), no notices, reports or other filings are required to be made by Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent from, any Governmental Entity, in connection with the execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect on the AREH Selling Parties or (y) would not materially impair or delay the ClosingEffect. (cd) No Consent of, with vote of the holders of any class or from any Governmental Entity series of Parent’s capital stock or other securities is required by or with respect to any AREH Selling Party in connection with the execution and delivery of this Agreement by the AREH Selling Parties or necessary for the consummation by the AREH Selling Parties, or any of them, Parent of the transactions to which they are a party that are contemplated by this Agreement, except for (i) the filing of the pre-merger notification report under the HSR Act and (ii) such other Consents which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the AREH Selling Parties.