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

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Company Stock Option Agreement and to consummate the transactions contemplated by this Agreement and the Company Stock Option Agreement. The execution and delivery of this Agreement and the Company Stock Option Agreement and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger by the Company's stockholders under the DGCL. This Agreement and the Company Stock Option Agreement have been duly executed and delivered by the Company and constitute the valid and binding obligations of the Company, enforceable in accordance with their respective terms. (b) The execution and delivery of this Agreement and the Company Stock Option Agreement by the Company does not, and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or By-laws of the Company or the charter, by-laws, or other organizational document of any Subsidiary of the Company, (ii) 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 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, license, contract or other agreement, instrument or obligation to which the 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 (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations or accelerations which, individually or in the aggregate, would not have a Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or, registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity") is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Company Stock Option Agreement by the Company or the consummation of the transactions contemplated by this Agreement or the Company Stock Option Agreement, except for (i) the filing of a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iii) the filing of the Proxy Statement (as defined in Section 3.16 below) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) the filing of such reports or schedules under Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws. (d) The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve the Merger. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) The Company has Buyer and Merger Sub have all requisite corporate power and authority to enter into this Agreement and the Company Stock Option Agreement and to consummate the transactions contemplated by this Agreement and the Company Stock Option Agreement. The execution and delivery of this Agreement and the Company Stock Option Agreement and the consummation of the transactions contemplated hereby by this Agreement Buyer and the Company Stock Option Agreement by the Company Merger Sub have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Buyer and Merger by the Company's stockholders under the DGCLSub. This Agreement and the Company Stock Option Agreement have has been duly executed and delivered by the Company Buyer and constitute Merger Sub and constitutes the valid and binding obligations obligation of the CompanyBuyer and Merger Sub, enforceable against each of them in accordance with their respective its terms. (b) The Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the execution and delivery of this Agreement by Buyer and the Company Stock Option Agreement by the Company Merger Sub does not, and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or By-laws Bylaws of the Company Buyer or the charter, by-laws, comparable charter or other organizational document documents of any Subsidiary of the Companyits Subsidiaries, (ii) 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 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, license, contract or other agreement, instrument or obligation to which the Company Buyer 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 (iii) subject to compliance with the requirements specified governmental filings and other matters referred to in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Buyer or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations or accelerations whichwhich (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect or (y) would not have a Company Material Adverse Effectimpair or materially delay the consummation of the Merger. (c) No Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no consent, approval, license, permit, order or authorization of, or, or registration, declaration, notice declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity") Entity is required by or with respect to the Company Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Company Stock Option Agreement by the Company or the consummation of the transactions contemplated by this Agreement or the Company Stock Option Agreementhereby, except for other than (i) the filing of a the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate Articles of Merger with respect to the Delaware Merger with the Secretary of StateState of the State of Nevada, (iii) the any approvals and filing of the Proxy Statement (as defined in Section 3.16 below) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act")notices required under any applicable gaming industry regulation, (iv) the filing of such reports or schedules under Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (v) such consents, approvals, orders, authorizations, registrationspermits, declarations filings or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages, (v) such immaterial filings and filings consents as may be required under applicable state securities laws. any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, and (dvi) The affirmative vote of such other filings, consents, approvals, orders, registrations and declarations as may be required under the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders laws of any class jurisdiction in which Buyer or series any of its Subsidiaries conducts any business or owns any assets the Company's capital stock or other securities necessary failure of which to approve the Merger. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may voteobtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Company Stock Option Agreement and to consummate the transactions contemplated by this Agreement and the Company Stock Option Agreementhereby. The execution and delivery by Company of this Agreement and the Company Stock Option Agreement and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval adoption of the Merger this Agreement by the Company's Company stockholders under the DGCL. This Agreement and the Company Stock Option Agreement have has been duly executed and delivered by Company and, assuming the Company due authorization, execution and constitute delivery of this Agreement by Parent and Merger Sub, constitutes the valid and binding obligations obligation of the Company, enforceable in accordance with their respective its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (the "Bankruptcy and Equity Exception"). (b) The execution and delivery of this Agreement and the by Company Stock Option Agreement by the Company does do not, and assuming that this Agreement is duly adopted by Company's stockholders and that the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.03(c) are duly obtained and made, the consummation by Company of the transactions contemplated by this Agreement and the Company Stock Option Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or By-laws Bylaws of the Company or the charter, by-laws, or other organizational document of any Subsidiary of the Company, (ii) 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 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, license, contract or other agreement, instrument or obligation to which the 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 (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations or accelerations which, individually or in the aggregate, would not have a Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or, registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity") is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Company Stock Option Agreement by the Company or the consummation of the transactions contemplated by this Agreement or the Company Stock Option Agreement, except for (i) the filing of a pre-merger notification and report form under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Delaware Secretary of StateState of the State of Delaware, (iii) the filing of the Joint Proxy Statement Statement/ Prospectus (as defined in Section 3.16 below3.20) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (iv) the filing of such reports or schedules under Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws. (d) The affirmative vote of laws and the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders laws of any class or series of the Company's capital stock or other securities necessary to approve the Merger. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may voteforeign country.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Company Stock Option Agreement and to consummate the transactions contemplated by this Agreement and the Company Stock Option Agreementhereby. The execution and delivery by Company of this Agreement and the Company Stock Option Agreement and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval adoption of the Merger this Agreement by the Company's Company stockholders under the DGCL. This Agreement and the Company Stock Option Agreement have has been duly executed and delivered by Company and, assuming the Company due authorization, execution and constitute delivery of this Agreement by Parent and Merger Sub, constitutes the valid and binding obligations obligation of the Company, enforceable in accordance with their respective its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (the "Bankruptcy and Equity Exception"). (b) The execution and delivery of this Agreement and the by Company Stock Option Agreement by the Company does do not, and assuming that this Agreement is duly adopted by Company's stockholders and that the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.03(c) are duly obtained and made, the consummation by Company of the transactions contemplated by this Agreement and the Company Stock Option Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or By-laws Bylaws of the Company or the charter, by-laws, or other organizational document of any Subsidiary of the Company, (ii) 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 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, license, contract or other agreement, instrument or obligation to which the 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 (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations or accelerations which, individually or in the aggregate, would not have a Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or, or registration, declaration, notice declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency instrumentality (a "Governmental Entity") is required to be obtained or made by or with respect to the Company or any of its Subsidiaries prior to the Effective Time in connection with the execution and delivery by Company of this Agreement and the Company Stock Option Agreement by the Company or the consummation by Company of the transactions contemplated by this Agreement or the Company Stock Option Agreementhereby, except for (i) the filing of a pre-merger notification and report form under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Delaware Secretary of StateState of the State of Delaware, (iii) the filing of the Joint Proxy Statement Statement/Prospectus (as defined in Section 3.16 below3.20) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (iv) the filing of such reports or schedules under Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws. (d) The affirmative vote of laws and the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders laws of any class or series of the Company's capital stock or other securities necessary to approve the Merger. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may voteforeign country.

Authority; No Conflict; Required Filings and Consents. (a) The Company Buyer has all requisite corporate power and authority to enter into this Agreement and the Company Stock Option Agreement and to consummate the transactions contemplated by this Agreement and the Company Stock Option Agreementto which it is a party. The execution and delivery of this Agreement and the Company Stock Option Agreement agreements contemplated hereby and the consummation by Buyer of the transactions contemplated by this Agreement and the Company Stock Option Agreement by the Company to which it is a party have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger by the Company's stockholders under the DGCLBuyer. This Agreement and the Company Stock Option Agreement have has been duly executed and delivered by the Company Buyer and constitute constitutes the valid and binding obligations obligation of the CompanyBuyer, enforceable against Buyer in accordance with their respective its terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity. (b) The execution and delivery of this Agreement and the Company Stock Option Agreement by the Company Buyer does not, and the consummation by Buyer of the transactions contemplated by this Agreement and the Company Stock Option Agreement to which it is a party will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate certificate or articles of Incorporation or By-laws of the Company or the charterincorporation, by-laws, bylaws or other organizational document of any Subsidiary of the CompanyBuyer, (ii) 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 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, license, contract or other agreement, instrument Contract or obligation to which the Company or any of its Subsidiaries Buyer is a party or by which any of them it or any of their its properties or assets may be bound, or (iii) subject to compliance with the requirements specified governmental filings and other matters referred to in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c3.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company or any of its Subsidiaries Buyer or any of its or their properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations or accelerations which, individually or in the aggregate, that would not have a Company Material Adverse Effectmaterially impair or delay the Closing. (c) No consent, approval, license, permit, order or authorization of, or, or registration, declaration, notice declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity") Entity is required by or with respect to the Company or any of its Subsidiaries Buyer in connection with the execution and delivery of this Agreement and the Company Stock Option Agreement by the Company Buyer or the consummation by Buyer of the transactions contemplated by this Agreement or the Company Stock Option Agreementhereby, except for (i) the filing of a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iii) the filing of the Proxy Statement (as defined in Section 3.16 below) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) the filing of such reports or schedules under Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be those required under applicable state securities laws. the Gaming Laws (d) The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve the Merger. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.including all Gaming Approvals),

Authority; No Conflict; Required Filings and Consents. (a) The Company TSI has all requisite corporate power and authority to enter into this Agreement and the Company Stock Option Agreement and to consummate the transactions contemplated by this Agreement and the Company Stock Option Agreement. The execution and delivery of this Agreement and the Company Stock Option Agreement and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement by the Company TSI have been duly authorized by all necessary corporate action on the part of the CompanyTSI, subject only to the approval of the Merger by the CompanyTSI's stockholders under the DGCLMBCL. This Agreement and the Company Stock Option Agreement have has been duly executed and delivered by the Company TSI and constitute constitutes the valid and binding obligations obligation of the CompanyTSI, enforceable in accordance with their respective its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (b) The execution and delivery of this Agreement and the Company Stock Option Agreement by the Company TSI does not, and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate Articles of Incorporation Organization or By-laws Bylaws of the Company or the charterTSI, by-laws, or other organizational document of any Subsidiary of the Companyeach as amended to date, (ii) 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 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, license, contract or other agreement, instrument or obligation to which the Company TSI 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 (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company TSI or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations or accelerations whichlosses which are not, individually or in the aggregate, would not reasonably likely to have a Company TSI Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or, or registration, declaration, notice declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency instrumentality (a "Governmental Entity") is required by or with respect to the Company TSI or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Company Stock Option Agreement by the Company or the consummation of the transactions contemplated by this Agreement or the Company Stock Option Agreementhereby, except for (i) the filing of a pre-merger notification report under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act")) and any other documents or information requested by the United States Department of Justice or the United States Federal Trade Commission in connection therewith, (ii) the filing of the Certificate Articles of Merger with the Delaware Secretary of StateState of Massachusetts, (iii) the filing of the Joint Proxy Statement (as defined in Section 3.16 below) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) the filing of such reports or schedules under Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws. (d) The affirmative vote of laws and the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders laws of any class foreign country and (v) such other consents, authorizations, filings, approvals and registrations which, if not obtained or series of the Company's capital stock or other securities necessary made, would not be reasonably likely to approve the Merger. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may votehave a TSI Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate limited partnership power and authority to enter into this Agreement and the Company Stock Option Agreement and to consummate the transactions contemplated by this Agreement and to perform its obligations hereunder and the Company Stock Option Agreementagreements contemplated hereby. The execution and delivery of this Agreement and by the Company Stock Option Agreement and the consummation by the Company of the transactions contemplated by this Agreement and the Company Stock Option Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger by the Company's stockholders under the DGCL. This Agreement and the Company Stock Option Agreement have has been duly executed and delivered by the Company and constitute and, assuming this Agreement constitutes the valid and binding obligations obligation of the other parties hereto, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity. (b) The execution and delivery of this Agreement and the Company Stock Option Agreement by the Company does not, and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or By-laws of the Company or the charter, by-laws, or other organizational document documents of any Subsidiary of the CompanyPurchased Companies, (ii) 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 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, license, contract or other agreement, instrument or obligation Contract to which the Company or any of its Subsidiaries such Person is a party party, Lease or by which any of them or any of their properties or assets may be bound, Company Benefit Plan or (iii) subject to compliance with the requirements specified governmental filings and other matters referred to in clauses (i), (ii), (iii), (ivSection 2.2(c) and (v) of Section 3.3(c)hereof, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company or any of its Subsidiaries or any of its or their properties or assetsthe Purchased Companies, except in the case of clauses (ii) and (iii) for any such breaches, conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses or accelerations whichfailures to obtain any such consent or waiver that (x) are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or (y) would not have a Company Material Adverse Effectmaterially impair or materially delay the Closing. (c) No consent, approval, license, permit, order or authorization of, or, or registration, declaration, notice or filing with, any courtcourt or administrative, arbitrational tribunalregulatory or governmental agency, administrative agency or commission or other governmental or regulatory commission, board, body, authority or agency instrumentality, including, but not limited to, any Gaming Authority (each, a "“Governmental Entity"”) is required by or with respect to on the Company or part of any of its Subsidiaries the Purchased Companies in connection with the execution and delivery of this Agreement and the Company Stock Option Agreement by the Company or the consummation of the transactions contemplated by this Agreement or the Company Stock Option Agreementhereby, except for (i) the filing of a the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), (ii) those required under the filing of the Certificate of Merger with the Delaware Secretary of StateGaming Laws (including all Gaming Approvals), (iii) the filing of the Proxy Statement (as defined in Section 3.16 below) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) the filing of such reports or schedules under Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (v) such consents, approvals, orders, authorizations, registrations, declarations and declarations, notices, filings as may be required under applicable state securities laws. (d) The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve the Merger. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible intopermits related to, or exchangeable forarising out of, securities having compliance with statutes, rules or regulations regulating the right consumption, sale or serving of alcoholic beverages or tobacco products and (iv) any consents, approvals, orders, authorizations, registrations, declarations, filings or permits required by Buyer or any of its Subsidiaries, Affiliates or key employees (including under the Gaming Laws); except, with respect to voteeach of clauses (iii) on any matters on which stockholders of and (iv), to the Company may voteextent material to the Purchased Companies, taken as a whole.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Company Stock Option Agreement and to consummate the transactions contemplated by this Agreement and the Company Stock Option Agreement. The execution and delivery of this Agreement and the Company Stock Option Agreement and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement by the Company have been duly authorized by all the necessary corporate action on the part of the Company, subject only to the approval of the Merger by the Company's stockholders under the DGCLDGCL or the TBCA. This Agreement and the Company Stock Option Agreement have has been duly executed and delivered by the Company and constitute constitutes the valid and binding obligations of the Company, enforceable in accordance with their respective its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). (b) The execution and delivery of this Agreement and the Company Stock Option Agreement by the Company does not, and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate or Articles of Incorporation or By-laws of the Company or the charter, by-laws, or other organizational document of any Subsidiary of the Company, (ii) 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 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, license, contract or other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them it or any of their its properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries by which it or any of its or their properties or assetsassets may be bound or (iv) constitute a change in control or comparable event 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, which change of control or comparable event will give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit, except in the case of (ii), (iii) and (iiiiv) for any such conflicts, violations, breaches, defaults, terminations, cancellations or accelerations whichwhich are not, individually or in the aggregate, would not reasonably likely to have a Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or, or registration, declaration, notice declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity") Authority is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Company Stock Option Agreement by the Company or the consummation of the transactions contemplated by this Agreement or the Company Stock Option Agreementhereby, except for (i) the filing of a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iii) the filing of the Proxy Statement (as defined in Section 3.16 below) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) the filing of such reports or schedules under Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws. (d) The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve the Merger. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.notification

Authority; No Conflict; Required Filings and Consents. (a) The Company Buyer has all requisite corporate power and authority to enter into this Agreement and the Company Stock Option Agreement and to consummate the transactions contemplated by this Agreement and the Company Stock Option Agreementto which it is a party. The execution and delivery of this Agreement and the Company Stock Option Agreement agreements contemplated hereby and the consummation by Buyer of the transactions contemplated by this Agreement and the Company Stock Option Agreement by the Company to which it is a party have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger by the Company's stockholders under the DGCLBuyer. This Agreement and the Company Stock Option Agreement have has been duly executed and delivered by the Company Buyer and constitute constitutes the valid and binding obligations obligation of the CompanyBuyer, enforceable against Buyer in accordance with their respective its terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity. (b) The execution and delivery of this Agreement and the Company Stock Option Agreement by the Company Buyer does not, and the consummation by Buyer of the transactions contemplated by this Agreement and the Company Stock Option Agreement to which it is a party will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate certificate or articles of Incorporation or By-laws of the Company or the charterincorporation, by-laws, bylaws or other organizational document of any Subsidiary of the CompanyBuyer, (ii) 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 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, license, contract or other agreement, instrument Contract or obligation to which the Company or any of its Subsidiaries Buyer is a party or by which any of them it or any of their its properties or assets may be bound, or (iii) subject to compliance with the requirements specified governmental filings and other matters referred to in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c3.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company or any of its Subsidiaries Buyer or any of its or their properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations or accelerations which, individually or in the aggregate, that would not have a Company Material Adverse Effectmaterially impair or delay the Closing. (c) No consent, approval, license, permit, order or authorization of, or, or registration, declaration, notice declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity") Entity is required by or with respect to the Company or any of its Subsidiaries Buyer in connection with the execution and delivery of this Agreement and the Company Stock Option Agreement by the Company Buyer or the consummation by Buyer of the transactions contemplated by this Agreement or the Company Stock Option Agreementhereby, except for (i) the filing of a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) those required under the filing of the Certificate of Merger with the Delaware Secretary of StateGaming Laws (including all Gaming Approvals), (iii) the filing of the Proxy Statement (as defined in Section 3.16 below) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) the filing of such reports or schedules under Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (v) such consents, approvals, orders, authorizations, registrationspermits, 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, (iv) such other filings, consents, approvals, orders, authorizations, permits, registrations and filings declarations as may be required under applicable state securities laws. (d) The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders Laws of any class jurisdiction in which Buyer conducts any business or series owns any assets, the failure of which to make or obtain would not, individually or in the Company's capital stock aggregate, be reasonably likely to materially impair or other securities necessary to approve delay the Merger. There are no bondsClosing, debentures(v) any consents, notes approvals, orders, authorizations, registrations, permits, declarations or other indebtedness filings required by Seller or its Affiliates or key employees (including under the Gaming Laws), and (vi) the consents and approvals of Landlord and the Company having Board of Public Works required under the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may voteGround Lease.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Company Stock Option Agreement and to consummate the transactions contemplated by this Agreement and the Company Stock Option Agreement. The execution and delivery of this Agreement and the Company Stock Option Agreement and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger by the Company's stockholders under the DGCL. This Agreement and the Company Stock Option Agreement have been duly executed and delivered by the Company and constitute the valid and binding obligations of the Company, enforceable in accordance with their respective terms. (b) The execution and delivery of this Agreement and the Company Stock Option Agreement by the Company does not, and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or By-laws of the Company or the charter, by-laws, or other organizational document of any Subsidiary of the Company, (ii) 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 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, license, contract or other agreement, instrument or obligation to which the 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 (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations or accelerations losses which, individually or in the aggregate, would are not reasonably likely to have a Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or, registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity") is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Company Stock Option Agreement by the Company or the consummation of the transactions contemplated by this Agreement or the Company Stock Option Agreement, except for (i) the filing of a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iii) the filing of the Proxy Statement (as defined in Section 3.16 below) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) the filing of such reports or schedules under Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities lawslaws except where the failure to obtain any such consent, approval, order, authorization, registration, declaration or filing would not have a Company Material Adverse Effect. (d) The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve the Mergeradopt this Agreement. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Company Stock Option Agreement Transaction Agreements to which it is a party and to consummate the transactions contemplated by this Agreement and the Company Stock Option AgreementTransactions. The execution and delivery of this Agreement and the Company Stock Option Agreement Transaction Agreements and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement Transactions by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger by the Company's stockholders under the DGCL. This Agreement and the Company Stock Option Agreement Transaction Agreements have been duly executed and delivered by the Company and constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the Bankruptcy and Equity Exception. (b) The execution and delivery of this Agreement and the Company Stock Option Agreement Transaction Agreements by the Company does do not, and the consummation by the Company of the transactions contemplated by this Agreement and the Company Stock Option Agreement Transactions will not, (i) conflict with, or result in any violation or breach of, or default under, any provision of the Certificate of Incorporation or By-laws of the Company or the charter, by-laws, or other organizational document of any Subsidiary bylaws of the Company, or any comparable organizational documents of any of the Company’s Subsidiaries, (ii) except as set forth in Section 4.4(b) of the Seller Disclosure Schedule, materially conflict with, or result in any material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a material default (or give rise to a right of termination, cancellation cancellation, material amendment or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, require the payment of a penalty under or result in the imposition of any lien, security interest, mortgage, pledge, encumbrance, restriction on transfer, proxies, voting trusts or agreements, or any restriction on the creation of any of the foregoing (collectively, “Liens”) on the Company’s assets 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 or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be boundMaterial Contract, or (iii) subject to compliance with the requirements specified in clauses (i), (ii), ) through (iii), (iv) and (v) of Section 3.3(c4.4(c), in any material respect conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations or accelerations which, individually or in the aggregate, would not have a Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity") Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and or the Company Stock Option Agreement Transaction Agreements by the Company or the consummation by the Company of the transactions contemplated by this Agreement or the Company Stock Option AgreementTransactions, except for (i) the filing of a pre-merger notification report requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing as set forth in Section 4.4(c) of the Certificate of Merger with the Delaware Secretary of StateSeller Disclosure Schedule, and (iii) the filing of the Proxy Statement (as defined in Section 3.16 below) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) the filing of such reports or schedules under Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (v) such other consents, approvals, Permits, orders, authorizations, registrations, declarations declarations, notices and filings as may be required under applicable state securities lawswhich, if not obtained or made, would not cause a Company Material Adverse Effect. (d) The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve the Merger. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into into, execute and deliver this Agreement and the Company Stock Option Third Amendment to the Registration Rights Agreement in the form attached hereto as Exhibit A (the “Registration Right Agreement Amendment”), to issue and sell the Shares, and to consummate the transactions contemplated by this Agreement and the Company Stock Option Agreement. The execution and delivery of this Agreement and the Company Stock Option Agreement and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger by the Company's stockholders under the DGCL. This Agreement and the Company Stock Option Registration Rights Agreement Amendment have been duly authorized, executed and delivered by the Company and constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The execution and delivery by the Company of this Agreement and the Company Stock Option Registration Rights Agreement by Amendment, the Company does notissuance of the Shares, and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement will not, not (i) conflict with, or result in any violation or breach of any provision of, any provision of the Certificate of Incorporation or By-laws of the Company or the charter, by-laws, or other organizational document of any Subsidiary Bylaws of the Company, (ii) 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 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, license, contract or other agreement, instrument or obligation to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of them its subsidiaries, or any of their respective properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries subsidiaries, or any of its or their respective properties or assets, except in the case of (ii) and (iii) for any such conflictsviolations, violationsdefaults, breaches, defaults, terminations, cancellations cancellations, accelerations, losses or accelerations whichconflicts which would not, individually or in the aggregate, would not have a Company Material Adverse Effect, and would not materially burden or delay the consummation of the transactions contemplated hereby. (c) No consent, approval, license, permit, order or authorization of, or, or registration, declaration, notice declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency instrumentality (each, a "“Governmental Entity"”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Company Stock Option Registration Rights Agreement by Amendment, the Company issuance of the Shares, or the consummation of the transactions contemplated by this Agreement or the Company Stock Option Agreementhereby, except for (i) the filing of a pre-merger notification report Form D under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Act of 19761933, as amended (the "HSR “Securities Act"”), (ii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iii) the filing of the Proxy Statement (as defined in Section 3.16 below) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) the filing of such reports or schedules under Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws. , and (diii) The affirmative vote such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not, individually or in the aggregate, have a Material Adverse Effect on the Company and would not materially burden or delay the consummation of the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve the Merger. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may votetransactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) The Company Each of the Buyers has all requisite corporate or limited liability company power and authority to enter into this Agreement and the Company Stock Option Agreement and to consummate the transactions contemplated by this Agreement and the Company Stock Option Agreement. The execution and delivery of this Agreement and the Company Stock Option Agreement agreements contemplated hereby and the consummation by Buyers of the transactions contemplated by this Agreement and the Company Stock Option Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger by the Company's stockholders under the DGCLBuyers. This Agreement and the Company Stock Option Agreement have has been duly executed and delivered by the Company Buyers and constitute constitutes the valid and binding obligations obligation of the CompanyBuyers, enforceable against Buyers in accordance with their respective its terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity. (b) The execution and delivery of this Agreement and by each of the Company Stock Option Agreement by the Company Buyers does not, and the consummation by each of the Buyers of the transactions contemplated by this Agreement and the Company Stock Option Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate certificate or articles of Incorporation incorporation or By-laws of the Company or the charterformation, by-laws, bylaws or other organizational document of any Subsidiary of the Companysuch Buyer, (ii) 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 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, license, contract or other agreement, instrument Contract or obligation to which the Company or any of its Subsidiaries such Buyer is a party or by which any of them it or any of their its properties or assets may be bound, or (iii) subject to compliance with the requirements specified governmental filings and other matters referred to in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c3.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company a Buyer or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations or accelerations which, individually or in the aggregate, that would not have a Company Material Adverse Effectreasonably be expected to materially impair or materially delay the Closing. (c) No consent, approval, license, permit, order or authorization of, or, or registration, declaration, notice declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity") Entity is required by or with respect to the Company or any of its Subsidiaries Buyers in connection with the execution and delivery of this Agreement and the Company Stock Option Agreement by the Company Buyers or the consummation by Buyers of the transactions contemplated by this Agreement or the Company Stock Option Agreementhereby, except for (i) the filing of a pre-merger notification report those required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended Gaming Laws (the "HSR Act"including all Gaming Approvals), (ii) such petitions, consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the filing consumption, sale or serving of alcoholic beverages or tobacco or the renaming or rebranding of the Certificate of Merger with operations at the Delaware Secretary of StateProperties, (iii) the filing of the Proxy Statement (as defined in Section 3.16 below) with the Securities such other filings, consents, approvals, orders, authorizations, permits, registrations and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) the filing of such reports or schedules under Section 13 of the Exchange Act declarations as may be required under the Laws of any jurisdiction in connection with this Agreement and which a Buyer conducts any business or owns any assets, the transactions contemplated hereby failure of which to make or obtain would not, individually or in the aggregate, be reasonably likely to materially impair or materially delay the Closing and (viv) such any petitions, consents, approvals, orders, authorizations, registrations, permits, declarations and or filings as may be required by the Sellers or their respective Affiliates or key employees (including under applicable state securities lawsthe Gaming Laws). (d) The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve the Merger. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.