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

Authority; No Conflict; Required Filings and Consents. (a) Buyer and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of Buyer and Merger Sub. This Agreement has been duly executed and delivered by Buyer and Merger Sub and constitutes the valid and binding obligation of Buyer and Merger Sub, enforceable against each of them in accordance with its terms. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the execution and delivery of this Agreement by Buyer and Merger Sub do not, and the consummation of the transactions contemplated hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws of Buyer or the comparable charter or organizational documents 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 terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which 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 the governmental filings and other matters referred to in Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to 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, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than (i) the filing of the pre-merger notification report under the HSR Act, (ii) the filing of the Certificate of Merger with respect to the Merger with the Secretary of State of the State of Delaware, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, 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 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 Merger or the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Buyer and Merger Sub have The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub this Agreement by the Company have been duly authorized by all necessary corporate action on the part of Buyer and the Company, subject only to the approval of the Merger Subby the Company's stockholders under the DGCL. This Agreement has been duly executed and delivered by Buyer and Merger Sub the Company and constitutes the valid and binding obligation obligations of Buyer and Merger Subthe Company, enforceable against each of them in accordance with 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) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by Buyer and Merger Sub do the Company does not, and the consummation of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws of Buyer the Company, or the comparable charter charter, by-laws, or other organizational documents document of any Subsidiary of its Subsidiariesthe 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, or constitute a change in control 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 Buyer 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 the governmental filings and other matters referred to in Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer 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) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Company Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic ("Governmental Entity Entity") is required by or with respect to Buyer the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than except for (i) the filing of the a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, ("HSR Act"), (ii) the filing of the Certificate of Merger with respect to the Merger with the Delaware Secretary of State of the State of DelawareState, (iii) any approvals and the filing of notices required under any applicable gaming industry regulationthe Joint Proxy Statement (as defined in Section 3.18 below) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) such consents, approvals, orders, authorizations, permitsregistrations, declarations and 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 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 Merger or the transactions contemplated by this Agreement, applicable state securities laws and (viv) such other filings, consents, approvalslicenses, permits, orders, authorizations, filings, approvals and registrations and declarations as may be required under the laws of any jurisdiction in which Buyer which, if not obtained or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain made, would not be reasonably likely, individually or in the aggregate, to have a Buyer Company Material Adverse Effect. The Company stockholder vote required for the approval of the Company Voting Proposal (as defined below) is the affirmative vote of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below).

Authority; No Conflict; Required Filings and Consents. (a) Each of Parent and Buyer and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by Parent and Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of Buyer each of Parent and Merger SubBuyer. This Agreement has been duly executed and delivered by each of Parent and Buyer and Merger Sub and constitutes the valid and binding obligation of Buyer each of Parent and Merger SubBuyer, enforceable against each of them in accordance with its terms, subject to the any applicable bankruptcy, reorganization, insolvency, moratorium, or other similar Applicable Laws affecting creditors’ rights generally and principles governing the availability of equitable remedies. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by each of Parent and Buyer and Merger Sub do not, and the consummation by Parent and Buyer of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate article or certificate of Incorporation incorporation or Bylaws bylaws of Buyer Parent or the comparable charter or organizational documents of any of its SubsidiariesBuyer, (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, 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 Buyer’s assets under, any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which Parent or 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 governmental filings and other matters referred to requirements specified in Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Buyer or any of its Subsidiaries or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, reasonably likely to would not have a Buyer Parent Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity Authority or any stock market or stock exchange on which shares of Parent’s common stock are listed for trading is required by or with respect to Parent or Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Buyer or the consummation by Parent or Buyer of the transactions contemplated hereby, other than (i) the filing of the pre-merger notification report under the HSR Act, (ii) the filing of the Certificate of Merger with respect to the Merger with the Secretary of State of the State of Delaware, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, 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 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 Merger or the transactions contemplated by this Agreement, except for customary public company disclosures to the Securities and Exchange Commission and Nasdaq. (vid) such other filings, consents, approvals, orders, registrations and declarations as may be required under No vote of the laws holders of any jurisdiction in which Buyer class or any series of its Subsidiaries conducts any business Parent’s capital stock or owns any assets other securities is necessary for the failure consummation by Parent of which to obtain would not have a Buyer Material Adverse Effectthe transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Buyer and Merger Sub have Seller has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub this Agreement by Seller have been duly authorized by all necessary corporate action on the part of Buyer and Seller, subject only to the approval of the Merger Subby Seller's stockholders under the DGCL. This Agreement has been duly executed and delivered by Buyer and Merger Sub Seller and constitutes the valid and binding obligation of Buyer and Merger SubSeller, enforceable against each of them in accordance with 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) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by Buyer and Merger Sub do Seller does not, and the consummation of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws of Buyer or the comparable charter or organizational documents of any of its SubsidiariesSeller, (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 other agreement, instrument or obligation to which Buyer Seller 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 the governmental filings and other matters referred to in Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer Seller 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, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Seller Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity Entity") is required by or with respect to Buyer Seller or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than 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"), (ii) the filing of the Certificate of Merger with respect to the Merger with the Delaware Secretary of State of the State of DelawareState, (iii) any approvals and the filing of notices required under any applicable gaming industry regulationthe 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) such consents, approvals, orders, authorizations, permitsregistrations, declarations and 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 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 Merger or the transactions contemplated by this Agreement, applicable state securities laws and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer foreign country and (v) such other consents, authorizations, filings, approvals and registrations which, if not obtained or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain made, would not be reasonably likely to have a Buyer Seller Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Buyer Each of Parent and Merger Sub have has all requisite limited liability company or corporate power or other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby by Buyer this Agreement by Parent and Merger Sub have been duly authorized by all necessary corporate or other action on the part of Buyer Parent and Merger Sub. This Agreement has been duly executed and delivered by Buyer Parent and Merger Sub and constitutes the valid and binding obligation of Buyer Parent and Merger Sub, enforceable against each of them it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure ScheduleThe execution, the execution delivery and delivery performance of this Agreement by Buyer each of Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate its certificate of Incorporation formation or Bylaws limited liability company agreement or certificate of Buyer incorporation or the by-laws or comparable charter or organizational documents of any of its Subsidiariesgoverning documents, (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 cancellation, modification 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 or increased liabilities, fees or the loss of a benefit under or result in the imposition of any Lien on Parent or Merger Sub’s assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation Contract to which Buyer Parent or any of its Subsidiaries Merger Sub 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 governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule Order or regulation Law applicable to Buyer Parent or Merger Sub or any of its Subsidiaries or any of its or their respective properties or assets, except in the case of clauses (ii) and clause (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, modifications, accelerations, losses, penalties, increased fees, liabilities, losses of material benefit or accelerations which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely to have result in a Buyer Parent Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, order action, license, Order, certification, consent, approval, franchise or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by or with respect to Buyer Parent or any of its Subsidiaries Merger Sub in connection with the execution execution, delivery and delivery performance of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the transactions contemplated herebyby this Agreement, other than except for (i) the filing of the pre-merger notification report requirements under the HSR ActAct and applicable foreign antitrust or trade regulation laws, (ii) the filing of the Certificate of Merger with respect to the Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the State of Delaware, Company or Merger Sub is qualified as a foreign corporation to transact business in order to continue such qualification and (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such other consents, approvals, ordersOrders, authorizations, permitsregistrations, declarations, notices and filings which, if not obtained or registrations related tomade, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages, (v) such immaterial 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 Merger or the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have be reasonably likely to result in a Buyer Parent Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Buyer Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer this Agreement by Parent and Merger Sub have been duly authorized by all necessary corporate action on the part of Buyer each of Parent and Merger Sub. This Agreement has been duly executed and delivered by Buyer each of Parent and Merger Sub and constitutes the valid and binding obligation of Buyer each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by Buyer each of Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate certificate of Incorporation incorporation or Bylaws by-laws of Buyer Parent or the comparable charter or organizational documents of any of its SubsidiariesMerger Sub, (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, constitute a change in control under, require the payment of a penalty under or result in the imposition of any lien, pledge, security interest, claim or other encumbrance (“Liens”) on Parent’s or Merger Sub’s assets under, any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which Buyer Parent or any of its Subsidiaries Merger Sub 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 governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c6.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, lawLaw, ordinance, rule or regulation applicable to Buyer Parent or any of its Subsidiaries Merger Sub or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 6.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations which Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely to prevent or materially delay the consummation of the Merger or the transactions contemplated by this Agreement. (xc) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, (C) required to be made with New York Stock Exchange, (D) of such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable U.S. state securities Laws and (E) the notifications, consents, filings 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 Government 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 Buyer Material Adverse Effect, or (y) would not impair prevent or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than (i) the filing of the pre-merger notification report under the HSR Act, (ii) the filing of the Certificate of Merger with respect to the Merger with the Secretary of State of the State of Delaware, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, 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 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 Merger or the transactions contemplated by this Agreement, and . (vid) such other filings, consents, approvals, orders, registrations and declarations as may be required under No vote of the laws holders of any jurisdiction in which Buyer class or any series of its Subsidiaries conducts any business Parent’s capital stock or owns any assets other securities is necessary for the failure consummation by Parent of which to obtain would not have a Buyer Material Adverse Effectthe transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and Merger Sub, subject only to the adoption of this Agreement by the Buyer in its capacity as the sole stockholder of Merger Sub. The Buyer agrees to take the appropriate action to so adopt this Agreement promptly following the date hereof. This Agreement has been duly executed and delivered by each of the Buyer and Merger Sub and constitutes the valid and binding obligation of each of the Buyer and Merger Sub, enforceable against each of them in accordance with its terms. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by each of the Buyer and Merger Sub do not, and the consummation by the Buyer and Merger Sub of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws By-laws of the Buyer or the comparable charter or organizational documents of any of its SubsidiariesMerger Sub, (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, 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 Merger Sub’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 Buyer or any of its Subsidiaries Merger Sub is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Buyer or any of its Subsidiaries Merger Sub or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations or accelerations which (x) are notlosses that, individually or and/or in the aggregate, are not reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by or with respect to the Buyer or any of its Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by the Buyer or Merger Sub or the consummation by the Buyer or Merger Sub of the transactions contemplated herebyby this Agreement, other than except for (i) the filing of the possible pre-merger notification report requirements under the HSR ActAct and notification or filing requirements under applicable foreign antitrust and competition laws (if applicable), (ii) the filing of the Certificate of Merger with respect to the Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the State of DelawareCompany or Merger Sub is qualified as a foreign corporation to transact business, (iii) any approvals and the filing of notices required under any applicable gaming industry regulationthe Registration Statement with the SEC in accordance with the Securities Act and the declaration of effectiveness thereof, (iv) the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (v) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (vi) such consents, approvals, orders, authorizations, permitsregistrations, declarations and 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 consents as may be required under any environmentalapplicable state securities laws, health or safety law or regulation pertaining (vii) the filing with The NASDAQ Stock Market LLC of a Notification Form for Listing of Additional Shares with respect to any notification, disclosure or required approval triggered by the shares of Buyer Common Stock issuable in connection with the Merger or the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations authorizations, registrations, declarations and declarations filings as may be required under applicable state securities laws and the securities laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets foreign country, and (viii) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations, the failure absence of which to obtain would not be reasonably likely, either individually or in the aggregate, to have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Merger Sub have the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and Merger Sub the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and Merger Subthe Transitory Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer and Merger Sub the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Buyer and Merger Subthe Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by each of the Buyer and Merger Sub the Transitory Subsidiary do not, and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws By-laws of the Buyer or the comparable charter or organizational documents of any of its SubsidiariesTransitory Subsidiary, (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, 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 Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which the Buyer or any of its Subsidiaries the Transitory 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 governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Buyer or any of its Subsidiaries the Transitory Subsidiary or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations 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 Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Buyer common stock are listed for trading is required by or with respect to the Buyer or any of its Subsidiaries the Transitory Subsidiary in connection with the execution and delivery of this Agreement by the Buyer or the Transitory Subsidiary or the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyby this Agreement, other than (i) the filing of the pre-merger notification report under the HSR Act, (ii) except for the filing of the Certificate of Merger with respect to the Merger with the 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. (d) No vote of the State holders of Delaware, (iii) any approvals and filing class or series of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, filings the Buyer’s capital stock or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating other securities is necessary for the consumption, sale or serving of alcoholic beverages, (v) such immaterial 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 consummation by the Merger or Buyer of the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Buyer Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer this Agreement by Parent and Merger Sub have been duly authorized by all necessary corporate action on the part of Buyer each of Parent and Merger Sub. This Agreement has been duly executed and delivered by Buyer each of Parent and Merger Sub and constitutes the valid and binding obligation of Buyer each of Parent and Merger Sub, enforceable against each of them in accordance with its terms. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by Buyer each of Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate certificate of Incorporation incorporation or Bylaws by-laws of Buyer Parent or the comparable charter or organizational documents of any of its SubsidiariesMerger Sub, (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, constitute a change in control under, require the payment of a penalty under or result in the imposition of any lien, pledge, security interest, claim or other encumbrance (“Liens”) on Parent’s or Merger Sub’s assets under, any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which Buyer Parent or any of its Subsidiaries Merger Sub 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 governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c6.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, lawLaw, ordinance, rule or regulation applicable to Buyer Parent or any of its Subsidiaries Merger Sub or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 6.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations 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 or prevent or materially delay the consummation of the Merger. (xc) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, (C) required to be made with New York Stock Exchange, (D) of such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable U.S. state securities Laws and (E) 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 Government 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 Buyer Parent Material Adverse EffectEffect or prevent, or (y) would not impair materially delay or materially delay impair the consummation ability of the MergerParent and Merger Sub to consummate transactions contemplated by this Agreement. (cd) Except as disclosed in Section 4.3(c) No vote of the Buyer Disclosure Schedule, no consent, approval, order holders of any class or authorization of, series of Parent’s capital stock or registration, declaration or filing with, any Governmental Entity other securities is required by or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or necessary for the consummation by Parent of the transactions contemplated hereby, other than (i) the filing of the pre-merger notification report under the HSR Act, (ii) the filing of the Certificate of Merger with respect to the Merger with the Secretary of State of the State of Delaware, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, 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 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 Merger or the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Buyer Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer this Agreement by Parent and Merger Sub have been duly authorized by all necessary corporate action on the part of Buyer each of Parent and Merger Sub. This Agreement has been duly executed and delivered by Buyer each of Parent and Merger Sub and constitutes the valid and binding obligation of Buyer each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforceability may be subject to Laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of Law governing specific performance, injunctive relief or other equitable remedies. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by Buyer each of Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate certificate of Incorporation incorporation or Bylaws by-laws of Buyer Parent or the comparable charter or organizational documents of any of its SubsidiariesMerger Sub, (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, 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, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which Buyer Parent or any of its Subsidiaries Merger Sub 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 governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c6.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, lawLaw, ordinance, rule or regulation applicable to Buyer Parent or any of its Subsidiaries Merger Sub or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 6.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely expected to have a Buyer Parent Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other Other than (i) the filing of the pre-merger notification report under the HSR Actfilings, approvals and/or notices pursuant to Section 1.2, (ii) filings, approvals and/or notices under the filing of HSR Act (or similar foreign filings), the Certificate of Merger with respect to Securities Act and the Merger with rules and regulations promulgated thereunder and the Secretary of State of Exchange Act and the State of Delawarerules and regulations promulgated thereunder, (iii) any filings, approvals and filing of and/or notices required under any applicable gaming industry regulation, to be made with or obtained from the NYSE and (iv) such consents, approvals, orders, authorizations, permitsregistrations, declarations and 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 consents as may be required under applicable U.S. state securities Laws, no notices, reports or other filings are required to be made by Parent with, nor are any environmentalconsents, health registrations, approvals, permits or safety law or regulation pertaining authorizations required to be obtained by Parent from, any notificationGovernmental Entity, disclosure or required approval triggered 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 expected to have a Parent Material Adverse Effect. (d) No vote of the holders of any class or series of Parent’s capital stock or other securities is necessary for the consummation by Parent of the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and the Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Merger Sub. This Agreement has been duly executed and delivered by each of the Buyer and the Merger Sub and constitutes the valid and binding obligation of each of the Buyer and the Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure ScheduleThe execution, the execution delivery and delivery performance of this Agreement by each of the Buyer and the Merger Sub do not, and the consummation by the Buyer and the Merger Sub of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws By-laws of the Buyer or the comparable charter or organizational documents of any of its SubsidiariesMerger Sub, (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 cancellation, modification or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty or increased fees under or result in the imposition of any Lien on the Buyer’s or the Merger Sub’s assets pursuant to, any of the terms, conditions or provisions of any notelease, bondlicense, mortgagecontract, subcontract, indenture, leasenote, contract option or other agreement, instrument or obligation obligation, written or oral, to which the Buyer or any of its Subsidiaries the Merger Sub 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 governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, writ, decree, statute, law, ordinance, rule or regulation applicable to the Buyer or the Merger Sub or any of its Subsidiaries or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, modifications, accelerations, losses, penalties, increased fees or accelerations 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, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, order action, license, permit, order, certification, concession, franchise or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required to be obtained or made, as the case may be, by or with respect to the Buyer or any of its Subsidiaries the Merger Sub in connection with the execution execution, delivery and delivery performance of this Agreement by the Buyer or the Merger Sub or the consummation by the Buyer or the Merger Sub of the transactions contemplated herebyby this Agreement, other than except for (i) the filing of the pre-merger notification report requirements under the HSR ActAct and applicable foreign Antitrust Laws, (ii) the filing of the Certificate Agreement of Merger with respect to the Merger with the Secretary of State of California and, as applicable, appropriate corresponding documents with the State appropriate authorities of Delawareother states in which the Company, the Buyer or the Merger Sub is qualified as a foreign corporation to transact business in order to continue such qualification and (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such other consents, approvals, licenses, permits, orders, authorizations, permitsregistrations, declarations, notices and filings which, if not obtained or registrations related tomade, could not, individually or arising out ofin the aggregate, compliance with statutes, rules result in a Buyer Material Adverse Effect. (d) No vote of the holders of any class or regulations regulating series of the consumption, sale Buyer’s capital stock or serving other securities is necessary for the approval and adoption of alcoholic beverages, (v) such immaterial filings this Agreement and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered the consummation by the Merger or Buyer of the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Merger Sub have the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and Merger Sub the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and Merger Subthe Transitory Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer and Merger Sub the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Buyer and Merger Subthe Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by each of the Buyer and Merger Sub the Transitory Subsidiary do not, and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws By-laws of the Buyer or the comparable charter Articles of Organization or organizational documents By-laws of any of its Subsidiariesthe Transitory Subsidiary, (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, 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 Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which the Buyer or any of its Subsidiaries the Transitory 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 governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Buyer or any of its Subsidiaries the Transitory Subsidiary or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations 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 Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of the Buyer’s common stock are listed for trading is required by or with respect to the Buyer or any of its Subsidiaries the Transitory Subsidiary in connection with the execution and delivery of this Agreement by the Buyer or the Transitory Subsidiary or the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyby this Agreement, other than except for (i) the filing of the pre-merger notification report under Articles of Merger with the HSR ActMassachusetts 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) the filing of the Certificate of Merger with respect to the Merger with the Secretary of State of the State of Delaware, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such other consents, approvals, licenses, permits, orders, authorizations, permitsregistrations, declarations, notices and filings that, if not obtained or registrations related tomade, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages, (v) such immaterial 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 Merger or the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not be reasonably likely to have a Buyer Material Adverse Effect. (d) No vote of the holders of any class or series of the Buyer’s capital stock or other securities is necessary for the consummation by the Buyer of the transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) The Buyer and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of the Buyer (other than the adoption of this Agreement by the stockholder of the Buyer which will occur immediately after the execution and Merger Subdelivery hereof). This Agreement has been duly executed and delivered by the Buyer and Merger Sub and constitutes the valid and binding obligation of Buyer and Merger Subthe Buyer, enforceable against each of them it in accordance with its terms. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure ScheduleThe execution, the execution delivery and delivery performance of this Agreement by the Buyer and Merger Sub do does not, and the consummation by the Buyer of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate certificate of Incorporation incorporation or Bylaws by-laws of Buyer or the comparable charter or organizational documents of any of its SubsidiariesBuyer, (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 cancellation, modification 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 or increased liabilities, fees or the loss of a benefit under or result in the imposition of any Lien on the Buyer’s assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation Contract to which the 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 governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, writ, decree, statute, law, ordinance, rule rule, award or regulation promulgated by any Governmental Entity applicable to the Buyer 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 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, modifications, accelerations, losses, penalties, increased fees, liabilities, losses of material benefit or accelerations which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely to have result in a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, order action, license, permit, order, certification, consent, approval, concession, franchise or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by or with respect to the Buyer or any of its Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement by the Buyer or the consummation by the Buyer of the transactions contemplated herebyby this Agreement, other than except for (i) the filing of the pre-merger notification report requirements under the HSR ActAct and applicable foreign antitrust or trade regulation laws, (ii) the filing of the Certificate of Merger with respect to the Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the State of Delaware, Company or the Buyer is qualified as a foreign corporation to transact business in order to continue such qualification and (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such other consents, approvals, licenses, permits, orders, authorizations, permitsregistrations, declarations, notices and filings which, if not obtained or registrations related tomade, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages, (v) such immaterial 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 Merger or the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have be reasonably likely to result in a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Merger Sub have the Buyer Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and Merger Sub 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 Subby the Buyer in its capacity as the sole shareholder of the Buyer Subsidiary). This Agreement has been duly executed and delivered by each of the Buyer and Merger Sub the Buyer Subsidiary and constitutes the valid and binding obligation of each of the Buyer and Merger Subthe Buyer Subsidiary, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by each of the Buyer and Merger Sub the Buyer Subsidiary do not, and the consummation by the Buyer and the Buyer Subsidiary of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate certificate of Incorporation incorporation or Bylaws by-laws of the Buyer or the comparable charter or organizational documents of any of its SubsidiariesBuyer Subsidiary, (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, 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, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Buyer or any of its Subsidiaries the Buyer 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 governmental filings requirements specified in clause (i), (ii), (iii) and other matters referred to in (iv) of Section 4.3(c5.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, lawLaw, ordinance, rule or regulation applicable to the Buyer or any of its Subsidiaries the Buyer Subsidiary or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 5.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations or accelerations which (x) are notlosses that, individually or in the aggregate, could not reasonably likely be expected to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by or with respect to the Buyer or any of its Subsidiaries the Buyer Subsidiary in connection with the execution and delivery of this Agreement by the Buyer or the Buyer Subsidiary or the consummation by the Buyer or the Buyer Subsidiary of the transactions contemplated herebyby this Agreement, other than except for (i) the filing of the pre-merger notification report requirements under the HSR Act, (ii) the filing of the Certificate of Merger with respect to the Merger with the Secretary of State of the State of DelawareNew 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) any approvals the filings of such reports, schedules or materials under the Exchange Act as may be required in connection with this Agreement and filing of notices required under any applicable gaming industry regulation, the transactions contemplated hereby and (iv) such consents, approvals, orders, authorizations, permitsregistrations, declarations and 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 consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by applicable state securities Laws and the Merger or the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws securities Laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effectforeign country.

Authority; No Conflict; Required Filings and Consents. (a) Buyer and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of Buyer and Merger Sub. This Agreement has been duly executed and delivered by Buyer and Merger Sub such Seller and constitutes the valid and binding obligation of Buyer and Merger Subsuch Seller, enforceable against each of them such Seller in accordance with its terms. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by Buyer and Merger Sub such Seller do not, and the consummation by such Seller of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws of Buyer or the comparable charter or organizational documents 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, modification, amendment, cancellation or acceleration of any obligation or loss of any material benefitbenefit or to increased, additional, accelerated or guaranteed rights or entitlements of any Person) under, or 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 such Seller’s assets under, any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which Buyer or any of its Subsidiaries such Seller is a party or by which any of them he or she or any of their his or her properties or assets may be bound, or (iiiii) subject to the governmental filings and other matters referred to in Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer such Seller or any of its Subsidiaries his or any of its or their her properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure ScheduleNo action by, no consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by or with respect to Buyer or any of its Subsidiaries such Seller in connection with the execution and delivery of this Agreement by such Seller or the consummation by such Seller of the transactions contemplated hereby, other than (i) the filing of the pre-merger notification report under the HSR Act, (ii) the filing of the Certificate of Merger with respect to the Merger with the Secretary of State of the State of Delaware, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, 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 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 Merger or the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Merger Sub have the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and Merger Sub the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and Merger Subthe Transitory Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer and Merger Sub the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Buyer and Merger Subthe Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by each of the Buyer and Merger Sub the Transitory Subsidiary do not, and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws By-laws of the Buyer or the comparable charter or organizational documents of any of its SubsidiariesTransitory Subsidiary, (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, 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 Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which the Buyer or any of its Subsidiaries the Transitory 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 governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Buyer or any of its Subsidiaries the Transitory Subsidiary or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, reasonably likely to would not have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, with any Governmental Entity is required by or with respect to the Buyer or any of its Subsidiaries the Transitory Subsidiary in connection with the execution and delivery of this Agreement by the Buyer or the Transitory Subsidiary or the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyby this Agreement, other than except for (i) the filing of the pre-merger notification report requirements under the HSR Act, (ii) compliance with the applicable requirements of the Antitrust Laws of Germany and Italy, (iii) the filing of the Certificate of Merger with respect to the Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the State of Delaware, (iii) any approvals Company is qualified as a foreign corporation to transact business and filing of notices required under any applicable gaming industry regulation, (iv) such consentsany actions or filings the absence of which would not reasonably be expected to have, approvalsindividually or in the aggregate, orders, authorizations, permits, filings a Buyer Material Adverse Effect. (d) No vote of the holders of any class or registrations related to, series of the Buyer’s capital stock or arising out of, compliance with statutes, rules or regulations regulating other securities is necessary for the consumption, sale or serving of alcoholic beverages, (v) such immaterial 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 consummation by the Merger or Buyer of the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Buyer and Merger Sub have Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery by Company of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub this Agreement by Company have been duly authorized by all necessary corporate action on the part of Buyer and Merger SubCompany, subject only to the adoption of this Agreement by Company stockholders under the DGCL. This Agreement has been duly executed and delivered by Buyer Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub and Sub, constitutes the valid and binding obligation of Buyer and Merger SubCompany, enforceable against each of them in accordance with 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) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by Buyer and Merger Sub Company 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 hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws of Buyer or the comparable charter or organizational documents of any of its SubsidiariesCompany, (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 other agreement, instrument or obligation to which Buyer 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 the governmental filings and other matters referred to in Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer Company 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, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than for (i) the filing of the a pre-merger notification and report form under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with respect to the Merger with the Secretary of State of the State of Delaware, (iii) any approvals and the filing of notices required under any applicable gaming industry regulationthe 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 consents, approvals, orders, authorizations, permitsregistrations, declarations and 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 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 Merger or the transactions contemplated by this Agreement, applicable state securities laws and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effectforeign country.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and the Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Merger Sub. This Agreement has been duly executed and delivered by each of the Buyer and the Merger Sub and constitutes the valid and binding obligation of each of the Buyer and the Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by each of the Buyer and the Merger Sub do not, and the consummation by the Buyer and the Merger Sub of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws By-laws of the Buyer or the comparable charter or organizational documents of any of its SubsidiariesMerger Sub, (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, modification, cancellation or acceleration of any obligation or loss of any material benefit) under, or 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 Merger Sub’s assets under any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which the Buyer or any of its Subsidiaries the Merger Sub 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 governmental filings and other matters referred to requirements specified in clauses (i) through (vi) of Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, lawLaw, ordinance, rule or regulation applicable to the Buyer or any of its Subsidiaries the Merger Sub or any of its or their respective properties or assets, except in the case of clauses clause (ii) and (iiiof this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations which (x) are notLiens, and for any consents or waivers not obtained, that would not result in and would not reasonably be expected to result in, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, Effect or except in the case of clause (yiii) of this Section 4.2(b) for any such conflict or violation that would not impair be and would not reasonably be expected to be, individually or in the aggregate, material to the Buyer, taken as a whole or which would not materially prevent or materially delay the consummation of the Mergertransactions contemplated hereby. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity or the New York Stock Exchange is required by or with respect to the Buyer or any of its Subsidiaries the Merger Sub in connection with the execution and delivery of this Agreement by the Buyer or the Merger Sub or the consummation by the Buyer or the Merger Sub of the transactions contemplated herebyby this Agreement, other than except for (i) the filing of the pre-merger notification report requirements under the HSR Act or other Antitrust Laws, (ii) SEC approval under Section 19 of the Exchange Act or exemption under Section 36 of the Exchange Act, (iiiii) approval, exemption or waiver, as applicable, of the Financial Services Authority, (iv) the filing of the Certificate of Merger with respect to the Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the State of DelawareCompany is qualified as a foreign corporation to transact business, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (ivv) such consents, approvals, orders, authorizations, permitsregistrations, declarations and 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 consents as may be required under any environmentalapplicable state securities laws which, health if not obtained or safety law made, has not had and would not be reasonably likely to have, individually or regulation pertaining to any notificationin the aggregate, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreementa Buyer Material Adverse Effect, and (vi) such other filings, consents, approvals, licenses, permits, orders, registrations authorizations, registrations, declarations, notices and declarations as may be required under the laws of any jurisdiction in which Buyer filings which, if not obtained or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain made, has not had and would not have be reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect. (d) No vote of the holders of any class or series of the Buyer’s capital stock or other securities is necessary for the consummation by the Buyer of the transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Buyer and Merger Sub have Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery by Company of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub this Agreement by Company have been duly authorized by all necessary corporate action on the part of Buyer and Merger SubCompany, subject only to the adoption of this Agreement by Company stockholders under the DGCL. This Agreement has been duly executed and delivered by Buyer Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub and Sub, constitutes the valid and binding obligation of Buyer and Merger SubCompany, enforceable against each of them in accordance with 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) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by Buyer and Merger Sub Company 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 hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws of Buyer or the comparable charter or organizational documents of any of its SubsidiariesCompany, (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 other agreement, instrument or obligation to which Buyer 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 the governmental filings and other matters referred to in Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer Company 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, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, order or authorization of, or 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 Buyer Company or any of its Subsidiaries prior to the Effective Time in connection with the execution and delivery by Company of this Agreement or the consummation by Company of the transactions contemplated hereby, other than except for (i) the filing of the a pre-merger notification and report form under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with respect to the Merger with the Secretary of State of the State of Delaware, (iii) any approvals and the filing of notices required under any applicable gaming industry regulationthe 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 consents, approvals, orders, authorizations, permitsregistrations, declarations and 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 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 Merger or the transactions contemplated by this Agreement, applicable state securities laws and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effectforeign country.

Authority; No Conflict; Required Filings and Consents. (a) Buyer and Merger Sub have Alchemy has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub thereby have been duly authorized by all necessary corporate and shareholder action on the part of Buyer and Merger SubAlchemy, subject only to the approval by Alchemy shareholders of the issuance of the shares of Alchemy Common Stock issued pursuant to this Agreement. This Agreement has been duly executed and delivered by Buyer and Merger Sub Alchemy and constitutes the valid and binding obligation of Buyer and Merger SubAlchemy, enforceable against each of them in accordance with its termsthe terms hereof and thereof. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by Buyer and Merger Sub do Alchemy does not, and the consummation of the transactions contemplated hereby will not, not (i) conflict with, or result in any violation or breach of, of any provision of with the Certificate Articles of Incorporation or Bylaws of Buyer Alchemy or the comparable charter or organizational documents of any of its Subsidiaries, Subsidiaries (in each case as heretofore amended (ii) result in any violation or breach of, or constitute (with or without notice notice, or lapse of time, or both), ) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or any loss of any material benefit) under, or require a consent or waiver under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or contractor other agreement, instrument or obligation to which Buyer Alchemy or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgmentjudgement, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer Alchemy or any of its Subsidiaries or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Buyer Alchemy or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than except for (i) the filing filing, if applicable, of the a pre-merger notification report under the HSR 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 respect to the Merger with the Secretary of State of the State of Delaware, (iii) any approvals and filing of notices required under any applicable gaming industry regulationFlorida, (iv) such other consents, approvals, orders, authorizations, permitsregistrations, declarations and 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 consents as may be required under applicable federal and state securities laws and the laws of any environmentalforeign country, health (v) the filing of the Registration Statement and the Proxy Statement with the SEC in accordance with the Securities Act and the Exchange Act and (vi) such other consents, authorizations, filings, approvals and registrations which, if not obtained or safety law made, would not be reasonably likely to have an Alchemy Material Adverse Effect or regulation pertaining a material adverse effect on the ability of Alchemy to any notification, disclosure or required approval triggered by the Merger or consummate the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and Merger Sub. This Agreement has been duly executed and delivered by each of the Buyer and Merger Sub and constitutes the valid and binding obligation of each of the Buyer and Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by each of the Buyer and Merger Sub do not, and the consummation by the Buyer and Merger Sub of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Buyer or the comparable charter or organizational documents of any of its SubsidiariesMerger Sub, (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, 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 Merger Sub’s assets under, any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which the Buyer or any of its Subsidiaries Merger Sub 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 governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Buyer or any of its Subsidiaries Merger Sub or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, would not be reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Buyer Common Stock are listed for trading is required by or with respect to the Buyer or any of its Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by the Buyer or Merger Sub or the consummation by the Buyer or Merger Sub of the transactions contemplated herebyby this Agreement, other than except for (i) the filing of the pre-merger notification report requirements under the HSR ActAct and any other applicable Antitrust Laws, (ii) the filing of the Certificate of Merger with respect to the Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the State of DelawareCompany is qualified as a foreign corporation to transact business, (iii) any approvals and the filing of notices such reports, schedules or materials under the Exchange Act as may be required under any applicable gaming industry regulationin connection with this Agreement and the transactions contemplated hereby, (iv) such consents, approvals, orders, authorizations, permits, filings or registrations related to, or arising out of, compliance the filing with statutes, rules or regulations regulating the consumption, sale or serving SEC of alcoholic beveragesthe Form S-8, (v) such immaterial other filings and consents notifications as may be required to be made under any environmentalfederal, health state or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger foreign securities laws or the transactions contemplated by this Agreementrules and regulations of the New York Stock Exchange, and (vi) such other filings, consents, approvals, licenses, permits, orders, registrations authorizations, registrations, declarations, notices and declarations as may be required under the laws of any jurisdiction in which Buyer filings which, if not obtained or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain made, would not be reasonably likely to have a Buyer Material Adverse Effect. (d) No vote of the holders of any class or series of the Buyer’s capital stock or other securities is necessary for the consummation by the Buyer of the transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Buyer and Merger Sub have Alchemy has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub thereby have been duly authorized by all necessary corporate and shareholder action on the part of Buyer and Merger SubAlchemy, subject only to the approval by Alchemy shareholders of the issuance of the shares of Alchemy Common Stock issued pursuant to this Agreement. This Agreement has been duly executed and delivered by Buyer and Merger Sub Alchemy and constitutes the valid and binding obligation of Buyer and Merger SubAlchemy, enforceable against each of them in accordance with its termsthe terms hereof and thereof. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by Buyer and Merger Sub do Alchemy does not, and the consummation of the transactions contemplated hereby will not, not (i) conflict with, or result in any violation or breach of, of any provision of with the Certificate Articles of Incorporation or Bylaws of Buyer Alchemy or the comparable charter or organizational documents of any of its Subsidiaries, Subsidiaries (in each case as heretofore amended (ii) result in any violation or breach of, or constitute (with or without notice notice, or lapse of time, or both), ) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or any loss of any material benefit) under, or require a consent or waiver under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Buyer Alchemy or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgmentjudgement, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer Alchemy or any of its Subsidiaries or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Buyer Alchemy or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than except for (i) the filing of the pre-merger notification report under registration statement with the HSR SEC in accordance with the Securities Act, (ii) the filing of the Certificate of Merger with respect to the Merger with the Secretary of State of the State of DelawareFlorida, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such other consents, approvals, orders, authorizations, permitsregistrations, declarations and 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 consents as may be required under applicable federal and state securities laws and the laws of any environmentalforeign country, health (iv) the filing of the Registration Statement and the Proxy Statement with the SEC in accordance with the Securities Act and the Exchange Act and (v) such other consents, authorizations, filings, approvals and registrations which, if not obtained or safety law made, would not be reasonably likely to have an Alchemy Material Adverse Effect or regulation pertaining a material adverse effect on the ability of Alchemy to any notification, disclosure or required approval triggered by the Merger or consummate the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Buyer and Merger Sub have all Each of the Buyers has the requisite corporate corporate, limited liability company or limited partnership (as applicable) power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the agreements contemplated hereby and the consummation by the Buyers of the transactions contemplated hereby by Buyer and Merger Sub this Agreement have been duly authorized by all necessary corporate action on the part of Buyer and Merger Subthe Buyers. This Agreement has been duly executed and delivered by Buyer and Merger Sub the Buyers and constitutes the valid and binding obligation of Buyer and Merger Subthe Buyers, enforceable against each of them the Buyers in accordance with 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) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by Buyer and Merger Sub do each of the Buyers does not, and the consummation by each of the Buyers of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate certificate or articles of Incorporation incorporation or Bylaws formation, bylaws or other organizational document of Buyer or the comparable charter or organizational documents of any of its Subsidiariessuch 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 terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument Contract or obligation to which such Buyer 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 the governmental filings and other matters referred to in Section 4.3(c3.2(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule judgment or regulation Law applicable to 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, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) that would not reasonably be expected to materially impair or materially delay the consummation of the MergerClosing. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Buyer or any of its Subsidiaries the Buyers in connection with the execution and delivery of this Agreement by the Buyers or the consummation by the Buyers of the transactions contemplated hereby, other than except for (i) the filing of the pre-merger notification report those required under the HSR ActGaming Laws (including all Required Gaming Approvals), (ii) the filing of the Certificate of Merger with respect to the Merger with the Secretary of State of the State of Delawaresuch petitions, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, filings filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beveragesbeverages or tobacco or the renaming or rebranding of the operations at the Properties, (v) such immaterial 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 Merger or the transactions contemplated by this Agreement, and (viiii) such other filings, consents, approvals, orders, authorizations, permits, registrations and declarations as may be required under the laws Laws of any jurisdiction in which a Buyer or any of its Subsidiaries conducts any business or owns any assets assets, the failure of which to make or obtain would not have a Buyer Material Adverse Effectnot, individually or in the aggregate, be reasonably likely to materially impair or materially delay the Closing, and (iv) any petitions, consents, approvals, orders, authorizations, registrations, permits, declarations or filings required by the Sellers or their respective Affiliates or key employees (including under the Gaming Laws).

Authority; No Conflict; Required Filings and Consents. (a) The Buyer and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement and the Purchase Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and Merger Sub have has been duly authorized by all necessary corporate action on the part of Buyer and Merger Subthe Buyer. This Agreement has been duly executed and delivered by the Buyer and Merger Sub and constitutes the valid and binding obligation of Buyer and Merger Subthe Buyer, enforceable against each of them in accordance with its terms. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by the Buyer and Merger Sub do does not, and the consummation of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate First Amended and Restated Articles of Incorporation or Bylaws of the Buyer or the comparable charter charter, Bylaws or other organizational documents document of any other Subsidiary of its Subsidiariesthe 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 or obligation to which the 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 governmental filings requirements specified in clause (i), (ii), (iii), (iv), (v), and other matters referred to in (vi) of Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the 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 cancellations, accelerations or accelerations which (x) are notlosses which, individually or in the aggregate, reasonably likely to would not have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by or with respect to the Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyby this Agreement, other than except for (i) the filing of the pre-merger notification report under the HSR Act, (ii) the filing of the Delaware Certificate of Merger with respect to the Delaware Secretary of State, the Maryland Certificate of Merger with the Secretary Maryland Department of Assessments and Taxation and appropriate corresponding merger documents with the Secretaries of State of other states in which the State of DelawareCompany is qualified as a foreign corporation to transact business, (iii) any approvals and the filing of notices required under any applicable gaming industry regulationthe Registration Statement with the SEC in accordance with the Securities Act, (iv) the filings 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, (v) such consents, approvals, orders, authorizations, permitsregistrations, declarations and 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 consents as may be required under any environmentalapplicable state securities laws, 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 (vi) such other filingsapproval for listing the shares of Buyer Common Stock and the Buyer Preferred Stock on the NYSE, consentssubject to official notification of issuance and (vii) any consent, approvalsapproval, orderslicense, registrations and declarations as may be required under permit, order, authorization, registration, declaration, notice or filing, which, if not so obtained or made, would, individually or in the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would aggregate, not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Buyer and Merger Sub have Such Purchaser has all requisite corporate partnership power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance of this Agreement and each Ancillary Document to which such Purchaser is a party and the consummation of the transactions contemplated hereby Transactions by Buyer and Merger Sub have such Purchaser has been duly authorized by all necessary corporate partnership action on the part of Buyer and Merger Subsuch Purchaser. This Agreement has been duly executed and delivered by Buyer and Merger Sub such Purchaser and constitutes the valid and binding obligation of Buyer and Merger Subsuch Purchaser, enforceable against each of them it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure ScheduleThe execution, the execution delivery and delivery performance of this Agreement by Buyer and Merger Sub such Purchaser do not, and the consummation by such Purchaser of the transactions contemplated hereby will Transactions shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws of Buyer or the comparable charter or organizational documents of any of its Subsidiarieslimited partnership agreement, (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, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Lien on its assets under, any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which Buyer or any of its Subsidiaries it is a party or by which any of them it or any of their its properties or assets may be bound, or (iii) subject subject, in the case of the consummation of the Transactions, to compliance with the governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c4.02(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer it 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 4.02(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations 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 Buyer Purchaser Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed Assuming satisfaction of the condition in Section 4.3(c) of the Buyer Disclosure Schedule7.01(c), no consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by or with respect to Buyer or any of its Subsidiaries such Purchaser in connection with the execution and delivery of this Agreement or any Ancillary Agreement by such Purchaser or the consummation by such Purchaser of the transactions contemplated herebyTransactions, other than except for (i) the filing of the pre-pre merger notification report requirements under the HSR ActAct and any other applicable Antitrust Laws, (ii) the filing of the Certificate of Merger with respect to the Merger with the Secretary of State such reports, schedules or materials under Section 13 of the State of DelawareExchange Act as may be required in connection with this Agreement or the Transactions, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permitsregistrations, declarations and 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 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 Merger or the transactions contemplated by this Agreementapplicable state securities laws, and (viiv) such other filings, consents, approvals, licenses, permits, orders, registrations authorizations, registrations, declarations, notices and declarations as may filings which, if not obtained or made, would not, individually or in the aggregate, be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which reasonably likely to obtain would not have a Buyer Purchaser Material Adverse Effect. (d) No vote of the limited partners of such Purchaser is necessary for the consummation by it of the Transactions.

Authority; No Conflict; Required Filings and Consents. (a) Buyer and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of Buyer and Merger Sub. This Agreement has been duly executed and delivered by Buyer and Merger Sub and constitutes the valid and binding obligation of Buyer and Merger Sub, enforceable against each of them in accordance with its terms. (b) Other than or as disclosed in Section 4.3(b5.2(b) of the Buyer Disclosure Schedule, the execution and delivery of this Agreement by Buyer and Merger Sub do does not, and the consummation of the transactions contemplated hereby will not, (i) conflict with, or result in any violation or breach of, of any provision of the Certificate of Incorporation or Bylaws of Buyer or the comparable charter or organizational documents of any of its Subsidiaries, (ii) result in any violation or breach of, 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 other agreement, instrument or obligation to which 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 the governmental filings and other matters referred required to be disclosed in Section 4.3(c)3.3(b) and (c) of the Company Disclosure Schedule, conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to 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, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c5.2(c) of the Buyer Disclosure Schedule, no consent, approval, order or authorization of, of or registration, declaration or filing with, any Governmental Entity is required by or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than hereby except for (i) the filing of the pre-pre merger notification report under the HSR Act, (ii) the filing of the Certificate Articles of Merger with respect to the Merger with the Secretary of State of the State of Delaware, and (iii) any approvals and filing filings required to be identified in Section 3.3(c) of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, 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 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 Merger or the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse EffectCompany Disclosure Schedule.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Merger Sub have has all requisite corporate or limited liability company, as applicable, power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby Transactions by the Buyer and the Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Merger Sub. This Agreement has been duly executed and delivered by each of the Buyer and the Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes the valid and binding obligation of each of the Buyer and the Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure ScheduleThe execution, the execution delivery and delivery performance of this Agreement by each of the Buyer and the Merger Sub do not, and the consummation by the Buyer and the Merger Sub of the transactions contemplated hereby Transactions will not, (i) conflict with, with or result in any violation or breach of, violate any provision of the Certificate of Incorporation Formation, Limited Liability Company Agreement, Articles of Incorporation, By-laws or Bylaws other organizational documents of the Buyer or the comparable charter or organizational documents of any of its SubsidiariesMerger Sub, (ii) result in any breach or violation or breach of, of or constitute a default (or an event which, with or without notice or lapse of time, time or both), would become a default (default) under, require consent or result in a material loss of a material benefit under, give rise to a any right or obligation under, give to others any right of termination, amendment, acceleration or cancellation or acceleration of any obligation or loss of any material benefit) underof, or require result in the creation of a consent Lien on any property or waiver underasset of the Buyer pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation Contract to which the Buyer or any of its Subsidiaries is a party or by which any of them the Buyer or any property or asset of their properties the Buyer is bound or assets may be boundaffected, or (iii) subject to compliance with the governmental filings and other matters referred to requirements specified in Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Buyer or by which any of its Subsidiaries property or any of its or their properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation assets of the MergerBuyer are bound or affected. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, order action, license, permit, order, certification, concession, franchise or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required to be obtained or made, as the case may be, by or with respect to the Buyer or any of its Subsidiaries the Merger Sub in connection with the execution execution, delivery and delivery performance of this Agreement by the Buyer or the Merger Sub or the consummation by the Buyer or the Merger Sub of the transactions contemplated herebyTransactions, other than except for (i) the filing of the pre-merger notification report requirements under the HSR ActAct and applicable foreign Antitrust Laws, (ii) the filing of the Certificate Articles of Merger with respect to the Merger with the Secretary of State of Minnesota and, as applicable, appropriate corresponding documents with the State appropriate authorities of Delawareother states in which the Company, Buyer or Merger Sub is qualified as a foreign corporation to transact business in order to continue such qualification, (iii) any approvals and the filing of notices required the Proxy Statement with the SEC under any applicable gaming industry regulationthe Exchange Act, and (iv) such other consents, approvals, licenses, permits, orders, authorizations, permitsregistrations, declarations, notices and filings which, if not obtained or registrations related tomade, could not, individually or arising out ofin the aggregate, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages, (v) such immaterial 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 Merger or the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction result in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect. (d) No vote of the holders of any class or series of the Buyer’s capital stock, membership interests or other securities is necessary for the approval of this Agreement and the consummation by the Buyer of the Transactions.

Authority; No Conflict; Required Filings and Consents. (a) The Buyer and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of the Buyer and Merger Sub. This Agreement has been duly executed and delivered by the Buyer and Merger Sub and constitutes the valid and binding obligation of the Buyer and Merger Sub, enforceable against each of them in accordance with its terms. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by the Buyer and Merger Sub do does not, and the consummation of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate First Amended and Restated Articles of Incorporation Incorporation, as amended or Bylaws of the Buyer or the comparable charter charter, Bylaws, or other organizational documents document of any of its Subsidiaries, including the Merger Sub, (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, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in the Buyer’s voting right, charge or other encumbrance of any nature on any of the properties or assets of the Buyer or any of its Subsidiaries pursuant to any of the terms, conditions or provisions of of, any material note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the 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 governmental filings requirements specified in clauses (i), (ii) and other matters referred to in (iii) of Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Buyer or any of its Subsidiaries or any of its or their properties or assets; or (iv) require the Buyer under the terms of any material agreement, except in contract, arrangement or understanding to which it is a party or by which it or its assets are bound, to obtain the case of clauses (ii) and (iii) for consent or approval of, or provide notice to, any other party to any such conflictsagreement, violationscontract, defaults, terminations, cancellations arrangement or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Mergerunderstanding. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by or with respect to the Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyby this Agreement, other than except for (i) the filing of the pre-merger notification report under Articles of Merger with the HSR ActMaryland Department of Assessments and Taxation and appropriate corresponding documents with the Secretaries of State of other states in which the Buyer is qualified as a foreign corporation to transact business, (ii) the filing of the Certificate of Merger with respect to the Merger reports with the Secretary of State of SEC in accordance with the State of DelawareExchange Act, and (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, filings or registrations related to, or arising out of, the compliance with statutesany state securities laws. (d) As of the date hereof and as of the Effective Time, rules or regulations regulating the consumptionBoard of Directors of the Buyer has, sale or serving of alcoholic beveragesat a meeting duly called and held, (v) such immaterial 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 unanimously determined that the Merger or the and related transactions contemplated by this Agreementhereby are advisable, fair to and in the best interests of the stockholders of the Buyer on substantially the terms and conditions presented to the Board of Directors. The Board of Directors has not withdrawn, rescinded or modified such determination and resolutions to recommend. (vie) such other filings, consents, approvals, orders, registrations and declarations as may be required under There is no agreement or order binding upon the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts or any of their assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of the Buyer or owns any assets of its Subsidiaries or the failure conduct of which business by the Buyer or any of its Subsidiaries as currently conducted or as proposed to obtain would not have a be conducted by the Buyer Material Adverse Effector any of its Subsidiaries. Neither the Buyer nor any of its Subsidiaries is subject to any non-competition, non-solicitation or similar restriction on their respective businesses.

Authority; No Conflict; Required Filings and Consents. (a) Each of Buyer and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub this Agreement have been duly authorized by all necessary corporate action on the part of each of Buyer and Sub (including the approval of the Merger by Buyer as the sole stockholder of Sub). This Agreement and has been duly executed and delivered by each of Buyer and Merger Sub and constitutes the valid and binding obligation of each of Buyer and Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by each of Buyer and Merger Sub do does not, and the consummation of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles of Organization or Bylaws of Buyer or the Certificate of Incorporation or Bylaws of Buyer or the comparable charter or organizational documents of any of its SubsidiariesSub, (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 other agreement, instrument or obligation to which 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 the governmental filings except as provided in clauses (i), (ii), (iii), (iv) and other matters referred to (v) in Section 4.3(c)paragraph (c) below, conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to 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, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than except for (i) the filing of the pre-merger notification report under the HSR 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 respect to the Merger with the Delaware Secretary of State of the State of Delaware, (iii) any approvals and filing of notices required under any applicable gaming industry regulationState, (iv) such consents, approvals, orders, authorizations, permitsregistrations, declarations and 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 consents as may be required under applicable state securities laws and the laws of any environmentalforeign country, health or safety law or regulation pertaining to any notification, disclosure or required (v) the approval triggered by the Merger or NYSE of the listing of the shares of Buyer Common Stock to be issued in the transactions contemplated by this Agreement, and (vi) such other consents, authorizations, filings, consentsapprovals and registrations which, approvalsif not obtained or made, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not be reasonably likely to have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Buyer and Merger Sub have Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub Company have been duly authorized by all necessary corporate action on the part of Buyer and Merger SubCompany including the unanimous written consent of all Stockholders of Company. This Agreement has been duly executed and delivered by Buyer and Merger Sub Company and constitutes the valid and binding obligation of Buyer and Merger SubCompany, enforceable against each of them Company in accordance with its termsterms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors' rights, and, with respect to the remedy of specific performance, equitable doctrines applicable thereto). (b) Other than as disclosed in Section 4.3(b3.3(b) of the Buyer Company Disclosure Schedule, the execution and delivery of this Agreement by Buyer and Merger Sub do Company does not, and the consummation of the transactions contemplated hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate Articles of Incorporation or Bylaws of Buyer Company or the comparable charter or organizational documents 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 terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Buyer 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, other than any such violation, breach, default or failure to obtain a consent or waiver which would not have a material adverse effect on Company or any Subsidiary or (iii) subject to the governmental filings and other matters referred to in Section 4.3(c3.3(c), materially conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer Company 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, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c3.3(c) of the Buyer Company Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency, commission, energy industry authority or other governmental authority or instrumentality ("Governmental Entity Entity") is required by or with respect to Buyer Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than except for (i) the filing of the pre-pre merger notification report under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR Act"), (ii) the filing of the Certificate Articles of Merger with respect to the Merger with the Secretary of State of the State of Delaware, Delaware or (iii) any approvals and filing filings required to be made in particular states only after consummation of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, 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 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 Merger or the transactions contemplated by this AgreementMerger, and (vi) such other filingswhich would not, consentsif not filed, approvals, orders, registrations and declarations as may be required under prevent the laws of any jurisdiction in which Buyer Company or its Subsidiaries from conducting their respective businesses or otherwise have a material adverse effect on Company or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse EffectSubsidiary.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Merger Sub have the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and Merger Sub the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and Merger Subthe Transitory Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer and Merger Sub the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Buyer and Merger Subthe Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure ScheduleThe execution, the execution delivery and delivery performance of this Agreement by each of the Buyer and Merger Sub the Transitory Subsidiary do not, and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws By-laws of the Buyer or the comparable charter or organizational documents of any of its SubsidiariesTransitory Subsidiary, (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 cancellation, modification or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty or increased fees under or result in the imposition of any Lien on the Buyer's or the Transitory Subsidiary's assets under, any of the terms, conditions or provisions of any notelease, bondlicense, mortgagecontract, subcontract, indenture, leasenote, contract option or other agreement, instrument or obligation obligation, written or oral, to which the Buyer or any of its Subsidiaries the Transitory 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 governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, writ, decree, statute, law, ordinance, rule or regulation applicable to the Buyer or any of its Subsidiaries the Transitory Subsidiary or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, modifications, accelerations, losses, penalties, increased fees or accelerations which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely to have result in a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, order action, license, permit, order, certification, concession, franchise or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by or with respect to the Buyer or any of its Subsidiaries the Transitory Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement by the Buyer or the Transitory Subsidiary or the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyby this Agreement, other than except for (i) the filing of the pre-merger notification report requirements under the HSR ActAct and applicable foreign antitrust or trade regulation laws, (ii) the filing of the Certificate of Merger with respect to the Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the State of DelawareCompany, Buyer or Transitory Subsidiary is qualified as a foreign corporation to transact business in order to continue such qualification and (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such other consents, approvals, licenses, permits, orders, authorizations, permitsregistrations, declarations, notices and filings which, if not obtained or registrations related tomade, would not be, individually or arising out ofin the aggregate, compliance with statutes, rules reasonably likely to result in a Buyer Material Adverse Effect. (d) No vote of the holders of any class or regulations regulating series of the consumption, sale Buyer's capital stock or serving of alcoholic beverages, (v) such immaterial 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 other securities is necessary for the consummation by the Merger or Buyer of the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Buyer and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement and the Transaction Agreements and the consummation of the transactions contemplated hereby Transactions by Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of Buyer and Merger SubBuyer. This Agreement has been duly executed and delivered by Buyer and Merger Sub and constitutes the valid and binding obligation of Buyer and Merger SubBuyer, enforceable against each of them it in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement and the Transaction Agreements by Buyer and Merger Sub do does not, and the consummation by Buyer of the transactions contemplated hereby Transactions will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws of Buyer or the comparable charter or organizational documents of any of its SubsidiariesBuyer, (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 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 on Buyer’s assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation material Contract to which Buyer or any of its Subsidiaries is a party or by which any of them or any of their Buyer’s properties or assets may be bound, or (iii) subject to compliance with the governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c5.2(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to Buyer 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 5.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations 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 Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure ScheduleNo Permit from, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Parent common stock are listed for trading is required by or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated herebyTransactions, other than except for (i) the filing of the pre-merger notification report requirements under the HSR Act, (ii) the filing as set forth in Section 5.2(c) of the Certificate of Merger with respect to the Merger with the Secretary of State of the State of DelawareBuyer Disclosure Schedule, and (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such other consents, approvals, Permits, orders, authorizations, permitsregistrations, declarations, notices and filings which, if not obtained or registrations related tomade, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages, (v) such immaterial 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 Merger or the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have or reasonably be expected to have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (ai) Buyer and Merger Sub AV Parties have all requisite corporate or company power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub have this Agreement by AV Parties has been duly authorized by all necessary corporate action on the part of Buyer and Merger SubAV Parties. This Agreement has been duly executed and delivered by Buyer and Merger Sub AV Parties and constitutes the valid and binding obligation of Buyer and Merger SubAV Parties, enforceable against each of them in accordance with its terms, subject to the any applicable bankruptcy, reorganization, insolvency, moratorium, or other similar Applicable Laws affecting creditors’ rights generally and principles governing the availability of equitable remedies. (bii) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by Buyer and Merger Sub do AV Parties does not, and the consummation by AV Parties of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate article or certificate of Incorporation incorporation or Bylaws bylaws of Buyer or the comparable charter or organizational documents of any of its SubsidiariesAV Parties, (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, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Lien on AV Parties’ assets under, any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which Buyer AV Parties is, or any of its Subsidiaries is are, 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 governmental filings and other matters referred to requirements specified in Section 4.3(c)4.2(c) of the APA, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer AV Parties or any of its Subsidiaries or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of Section 4.2(b) of the APA for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, reasonably likely to would not have a Buyer Parent Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (ciii) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity Authority or any stock market or stock exchange on which shares of Parent’s common stock are listed for trading is required by or with respect to Buyer Parent or any of its Subsidiaries Assignee in connection with the execution and delivery of this Agreement by AV Parties or the consummation by AV Parties of the transactions contemplated hereby, other than (i) the filing of the pre-merger notification report under the HSR Act, (ii) the filing of the Certificate of Merger with respect to the Merger with the Secretary of State of the State of Delaware, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, 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 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 Merger or the transactions contemplated by this Agreement, except for customary public company disclosures to the Securities and Exchange Commission and Nasdaq. (viiv) such other filings, consents, approvals, orders, registrations and declarations as may be required under No vote of the laws holders of any jurisdiction in which Buyer class or any series of its Subsidiaries conducts any business Parent’s capital stock or owns any assets other securities is necessary for the failure consummation by Parent of which to obtain would not have a Buyer Material Adverse Effectthe transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of Buyer and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of Buyer and Merger Subeach of them. This Agreement has been duly executed and delivered by Buyer and Merger Sub and constitutes the valid and binding obligation of Buyer and Merger Subeach of them, enforceable against each of them in accordance with its terms, subject to the any applicable bankruptcy, reorganization, insolvency, moratorium, or other similar Applicable Laws affecting creditors’ rights generally and principles governing the availability of equitable remedies. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by Buyer and Merger Sub do not, and the consummation by Buyer and Merger Sub of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate articles of Incorporation incorporation or Bylaws bylaws of Buyer or the comparable charter or organizational documents of any of its SubsidiariesMerger Sub, (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, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Lien on Buyer’s or Merger Sub’s assets under, any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which Buyer or any of its Subsidiaries Merger is a party or by which any of them it or any of their properties or assets may be bound, or (iii) subject to compliance with the governmental filings and other matters referred to requirements specified in Section 4.3(c5.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer or any of its Subsidiaries or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 5.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, reasonably likely to would not have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Buyer’s common stock are listed for trading is required by or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby, other than (i) the filing of the pre-merger notification report under the HSR Act, (ii) the filing of the Certificate of Merger with respect to the Merger with the Secretary of State of the State of Delaware, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, 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 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 Merger or the transactions contemplated by this Agreement, and . (vid) such other filings, consents, approvals, orders, registrations and declarations as may be required under No vote of the laws holders of any jurisdiction in which class or series of Buyer’s capital stock or other securities is necessary for the consummation by Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effecttransactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and Merger Sub. This Agreement has been duly executed and delivered by each of the Buyer and Merger Sub 18 and constitutes the valid and binding obligation of each of the Buyer and Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by each of the Buyer and Merger Sub do not, and the consummation by the Buyer and Merger Sub of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Buyer or the comparable charter or organizational documents of any of its SubsidiariesMerger Sub, (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, 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 Merger Sub’s assets under, any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which the Buyer or any of its Subsidiaries Merger Sub 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 governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Buyer or any of its Subsidiaries Merger Sub or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations which (x) are notLiens, and for any consents or waivers not obtained, that, individually or in the aggregate, would not be reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Buyer Common Stock are listed for trading is required by or with respect to the Buyer or any of its Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by the Buyer or Merger Sub or the consummation by the Buyer or Merger Sub of the transactions contemplated herebyby this Agreement, other than except for (i) the filing of the pre-merger notification report requirements under the HSR ActAct and any other applicable Antitrust Laws, (ii) the filing of the Certificate of Merger with respect to the Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the State of DelawareCompany is qualified as a foreign corporation to transact business, (iii) any approvals and the filing of notices such reports, schedules or materials under the Exchange Act as may be required under any applicable gaming industry regulationin connection with this Agreement and the transactions contemplated hereby, (iv) such consents, approvals, orders, authorizations, permits, filings or registrations related to, or arising out of, compliance the filing with statutes, rules or regulations regulating the consumption, sale or serving SEC of alcoholic beveragesthe Form S-8, (v) such immaterial other filings and consents notifications as may be required to be made under any environmentalfederal, health state or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger foreign securities laws or the transactions contemplated by this Agreementrules and regulations of the New York Stock Exchange, and (vi) such other filings, consents, approvals, licenses, permits, orders, registrations authorizations, registrations, declarations, notices and declarations as may be required under the laws of any jurisdiction in which Buyer filings which, if not obtained or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain made, would not be reasonably likely to have a Buyer Material Adverse Effect. (d) No vote of the holders of any class or series of the Buyer’s capital stock or other securities is necessary for the consummation by the Buyer of the transactions contemplated by this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Each of Buyer and Merger the Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub this Agreement have been duly authorized by all necessary corporate action on the part of each of Buyer and Sub (including the approval of the Merger by Buyer as the sole stockholder of Sub), subject only to the approval of the Buyer Voting Proposal (as defined in Section 6.05(b)) by Buyer's stockholders. The vote of Buyer's stockholders required to approve the Buyer Voting Proposal is a majority of the total votes cast on the proposal in person or by proxy. This Agreement has been duly executed and delivered by each of Buyer and Merger Sub and constitutes the valid and binding obligation of each of Buyer and Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by each of Buyer and Merger Sub do does not, and the consummation of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws of Buyer or the comparable charter or organizational documents of any of its SubsidiariesSub, (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 other agreement, instrument or obligation to which 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 conflict with, violate, or cause the governmental filings and other matters referred to in Section 4.3(c), conflict with or violate termination of any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to 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, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than except for (i) the filing of the pre-merger notification report under the HSR 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 respect to the Merger with the Secretary of State of the State of Delaware, (iii) any approvals and filing of notices required under any applicable gaming industry regulationNew Jersey Treasurer, (iv) the filing of the Joint Proxy Statement with the SEC in accordance with the Exchange Act, (v) such consents, approvals, orders, authorizations, permitsregistrations, declarations and 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 consents as may be required under applicable state securities laws and the laws of any environmentalforeign country, health or safety law or regulation pertaining to any notification, disclosure or required (vi) the approval triggered by the Merger or Nasdaq National Market of the listing of the shares of Buyer Common Stock to be issued in the transactions contemplated by this Agreement, and (vivii) such other consents, authorizations, filings, consentsapprovals and registrations which, approvalsif not obtained or made, orders, registrations and declarations as may be required under would not interfere with the laws operation of any jurisdiction in which facility of Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which otherwise be reasonably likely to obtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and Merger Sub. This Agreement has been duly executed and delivered by each of the Buyer and Merger Sub and constitutes the valid and binding obligation of each of the Buyer and Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by each of the Buyer and Merger Sub, the performance of the Buyer and Merger Sub do not, of their respective obligations hereunder and the consummation by the Buyer and Merger Sub of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Buyer or the comparable charter or organizational documents of any of its SubsidiariesMerger Sub, (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, require the payment of a penalty under or result in the imposition of any Lien on the Buyer’s or Merger Sub’s assets under, any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which the Buyer or any of its Subsidiaries Merger Sub 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 governmental filings requirements specified in clause (i) and other matters referred to in (ii) of Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Buyer or any of its Subsidiaries Merger Sub or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations 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 expected to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by or with respect to the Buyer or any of its Subsidiaries Merger Sub in connection with the execution execution, performance and delivery of this Agreement by the Buyer or Merger Sub or the consummation by the Buyer or Merger Sub of the transactions contemplated herebyby this Agreement, other than except for (i) the filing of the pre-merger notification report requirements under the HSR ActAct and any other applicable Antitrust Laws and such other requirements specified in the Company Disclosure Schedule, and (ii) the filing of the Certificate Articles of Merger with respect to the Merger with the Massachusetts 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. (d) No vote of the State holders of Delaware, (iii) any approvals and filing class or series of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, filings the Buyer’s capital stock or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating other securities is necessary for the consumption, sale or serving of alcoholic beverages, (v) such immaterial 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 consummation by the Merger or Buyer of the transactions contemplated by this Agreement, and (vi) except for such other filings, consents, approvals, orders, registrations and declarations as may be required under votes that have occurred on or before the laws date hereof or for which requisite consents for action in lieu of any jurisdiction in which Buyer a meeting have been obtained on or any of its Subsidiaries conducts any business or owns any assets before the failure of which to obtain would not have a Buyer Material Adverse Effectdate hereof.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Merger Sub have the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and Merger Sub the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and Merger Subthe Transitory Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer and Merger Sub the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Buyer and Merger Subthe Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by each of the Buyer and Merger Sub the Transitory Subsidiary do not, and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws By-laws of the Buyer or the comparable charter or organizational documents of any of its SubsidiariesTransitory Subsidiary, (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, 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 Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which the Buyer or any of its Subsidiaries the Transitory 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 governmental filings and other matters referred to requirements specified in Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Buyer or any of its Subsidiaries the Transitory Subsidiary or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations 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 Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of common stock of Buyer (“Buyer Common Stock”) are listed for trading is required by or with respect to the Buyer or any of its Subsidiaries the Transitory Subsidiary in connection with the execution and delivery of this Agreement by the Buyer or the Transitory Subsidiary or the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyby this Agreement, other than (i) the filing of the pre-merger notification report under the HSR Act, (ii) except for the filing of the Certificate of Merger with respect to the Merger with the 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. (d) No vote of the State holders of Delaware, (iii) any approvals and filing class or series of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, filings the Buyer’s capital stock or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating other securities is necessary for the consumption, sale or serving of alcoholic beverages, (v) such immaterial 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 consummation by the Merger or Buyer of the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Buyer and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of Buyer and Merger SubBuyer. This Agreement has been duly executed and delivered by Buyer and Merger Sub and constitutes the valid and binding obligation of Buyer and Merger SubBuyer, enforceable against each of them it in accordance with its terms. (b) Other than as disclosed in Section 4.3(b4.2(b) of the Buyer Disclosure Schedule, the execution and delivery of this Agreement by Buyer and Merger Sub do does not, and the consummation of the transactions contemplated hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws bylaws of Buyer or the comparable charter or organizational documents 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 terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Buyer or any of its Subsidiaries is a party or by which any of them it or any of their its or its Subsidiaries' properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to 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, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the MergerTransactions. (c) Except as disclosed in Section 4.3(c4.2(c) of the Buyer Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than (i) the filing of the pre-merger notification report under the HSR Act, (ii) the filing of the Certificate of Merger and Articles of Merger with respect to the Merger merger with the Secretary of State of the State of DelawareDelaware and the Secretary of State of the State of Iowa, as applicable, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, 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 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 Merger or the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Merger Sub have the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and Merger Sub the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and Merger Subthe Transitory Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer and Merger Sub the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Buyer and Merger Subthe Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure ScheduleThe execution, the execution delivery and delivery performance of this Agreement by each of the Buyer and Merger Sub the Transitory Subsidiary do not, and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws By-laws of the Buyer or the comparable charter or organizational documents of any of its SubsidiariesTransitory Subsidiary, (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 cancellation, modification or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty or increased fees under or result in the imposition of any Lien on the Buyer’s or the Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation Contract to which the Buyer or any of its Subsidiaries the Transitory Subsidiary is a party or by which any of them or any of their properties or assets may be are bound, or (iii) subject to compliance with the governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, writ, decree, statute, law, ordinance, rule or regulation applicable to the Buyer or any of its Subsidiaries the Transitory Subsidiary or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, modifications, accelerations, losses, penalties, increased fees or accelerations Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely to have in a Buyer Material Adverse Effect. (c) No consent, approval, action, license, permit, order, certification, concession, franchise or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to the Buyer or the Transitory Subsidiary in connection with the execution, delivery and performance of this Agreement by the Buyer or the Transitory Subsidiary or the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements (and the expiration of any waiting periods or the receipt of any clearances) 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 appropriate corresponding documents with the appropriate authorities of other states in which the Company, Buyer or Transitory Subsidiary is qualified as a foreign corporation to transact business in order to continue such qualification, (xiii) such consents, approvals, licenses, permits, orders, registrations, declarations, notices and filings as may be required under applicable state securities laws, and (iv) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (cd) Except as disclosed in Section 4.3(c) No vote of the Buyer Disclosure Schedule, no consent, approval, order holders of any class or authorization of, series of the Buyer’s capital stock or registration, declaration or filing with, any Governmental Entity other securities is required by or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or necessary for the consummation of the transactions contemplated hereby, other than (i) the filing of the pre-merger notification report under the HSR Act, (ii) the filing of the Certificate of Merger with respect to the Merger with the Secretary of State of the State of Delaware, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, 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 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 Merger or Buyer of the transactions contemplated by this Agreement, . The Buyer has voted to irrevocably approve and (vi) such adopt the Merger and the other filings, consents, approvals, orders, registrations and declarations transactions contemplated hereby in its capacity as may be required under the laws sole stockholder of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse EffectTransitory Subsidiary.

Authority; No Conflict; Required Filings and Consents. (a) Buyer and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of Buyer and Merger Sub. This Agreement has been duly executed and delivered by Buyer and Merger Sub and constitutes the valid and binding obligation of Buyer and Merger Sub, enforceable against each of them in accordance with its terms. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the execution and delivery of this Agreement by Buyer and Merger Sub do does not, and the consummation of the transactions contemplated hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws of Buyer or the comparable charter or organizational documents 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 terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which 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 the governmental filings and other matters referred to in Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to 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, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, Effect or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Buyer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than (i) the filing of the pre-merger notification report under the HSR Act, (ii) the filing of the Certificate Articles of Merger with respect to the Merger with the Secretary of State of the State of DelawareNevada, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, 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 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 Merger or the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Merger Sub have has all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution execution, delivery and delivery performance of this Agreement by the Buyer and Sub and the consummation by the Buyer and Sub of the transactions contemplated hereby by Buyer and Merger Sub have been duly authorized by all necessary corporate action on the part of the Buyer and Merger Sub. This Agreement has been duly executed and delivered by the Buyer and Merger Sub and constitutes the a valid and binding obligation of the Buyer and Merger Sub, enforceable against each of them the Buyer and Sub in accordance with its their respective terms. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by the Buyer and Merger Sub do does not, and the consummation by them of the transactions contemplated hereby by this Agreement will not, (i) conflict with, or result in any violation or breach of, of any provision of the Certificate of Incorporation or Bylaws of the Buyer, the Sub Certificate of Incorporation, the Bylaws, as amended, of the Buyer or the comparable charter or organizational documents of any of its SubsidiariesSub By-laws, (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, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which the Buyer or any of its Subsidiaries is a party or by which any of them the Buyer or any of their its properties or assets may be bound, except for violations, breaches, defaults, terminations, cancellations, accelerations or losses which would not, in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect or (iii) subject to the governmental filings and other matters referred to in Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the 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, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other person is required by or with respect to the Buyer or any of its Subsidiaries Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than except for (i) the filing of the pre-pre- merger notification report under the HSR Act, Act and the expiration or early termination of the related waiting period and (ii) the filing of the Certificate of Merger with respect to with, and the Merger with acceptance of such filing by, the Secretary of State of the State of Delaware, (iii) any approvals and filing of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, 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 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 Merger or the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Merger Sub have the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and Merger Sub the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and Merger Subthe Transitory Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer and Merger Sub the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Buyer and Merger Subthe Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Other than as disclosed in Section 4.3(b) of the Buyer Disclosure Schedule, the The execution and delivery of this Agreement by each of the Buyer and Merger Sub the Transitory Subsidiary do not, and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated hereby will by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Bylaws By-laws of the Buyer or the comparable charter or organizational documents of any of its SubsidiariesTransitory Subsidiary, (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, 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 Transitory Subsidiary’s assets under, any of the terms, conditions or provisions of any notelease, bond, mortgage, indenture, leaselicense, contract or other agreement, instrument or obligation to which the Buyer or any of its Subsidiaries the Transitory 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 governmental filings requirements specified in clauses (i) and other matters referred to in (ii) of Section 4.3(c4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Buyer or any of its Subsidiaries the Transitory Subsidiary or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations cancellations, accelerations, losses, penalties or accelerations 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 Buyer Material Adverse Effect, or (y) would not impair or materially delay the consummation of the Merger. (c) Except as disclosed in Section 4.3(c) of the Buyer Disclosure Schedule, no No consent, approval, license, permit, order or authorization of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required by or with respect to the Buyer or any of its Subsidiaries the Transitory Subsidiary in connection with the execution and delivery of this Agreement by the Buyer or the Transitory Subsidiary or the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyby this Agreement, other than (i) the filing of the pre-merger notification report under the HSR Act, (ii) except for the filing of the Certificate of Merger with respect to the Merger with the 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. (d) No vote of the State holders of Delaware, (iii) any approvals and filing class or series of notices required under any applicable gaming industry regulation, (iv) such consents, approvals, orders, authorizations, permits, filings the Buyer’s capital stock or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating other securities is necessary for the consumption, sale or serving of alcoholic beverages, (v) such immaterial 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 consummation by the Merger or Buyer of the transactions contemplated by this Agreement, and (vi) such other filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any jurisdiction in which Buyer or any of its Subsidiaries conducts any business or owns any assets the failure of which to obtain would not have a Buyer Material Adverse Effect.