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

Authority; No Conflict; Required Filings and Consents. (a) Sellers have made available to Buyer an accurate and complete copy of the Governing Documents of the Company and each of its Subsidiaries, each as amended as of the date hereof and in full force and effect as of the date hereof. The Company has not violated its Governing Documents in any material respect. The Company has all requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The Company’s execution and delivery of this Agreement and each Ancillary Agreement to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company. This Agreement has been, and each Ancillary Agreement to which the Company is a party will be at or prior to Closing, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement, when so executed and delivered, will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) Sellers have made available to Buyer an accurate and complete copy Each of the Governing Documents of the Company and each of its Subsidiaries, each as amended as of the date hereof and in full force and effect as of the date hereof. The Company has not violated its Governing Documents in any material respect. The Company Companies has all requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The Company’s Each of the Companies’ execution and delivery of this Agreement and each Ancillary Agreement to which it is a party and the consummation by the such Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the such Company. This Agreement has been, and each Ancillary Agreement to which the Company is a party will be at or prior to Closing, duly executed and delivered by the each Company party thereto and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement, when so executed and delivered, will constitute the valid and binding obligations obligation of the each Company, enforceable against the such Company in accordance with their respective terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) Sellers have made available to Buyer an accurate and complete copy of the Governing Documents of the Company and each of its Subsidiaries, each as amended as of the date hereof and in full force and effect as of the date hereof. The Company has not violated its Governing Documents in any material respect. The Company has all requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The Company’s execution and delivery of this Agreement and each Ancillary Agreement to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company. This Agreement has been, and each Ancillary Agreement to which the Company is a party will be at or prior to Closing, duly executed and delivered by the Company party thereto and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement, Agreement when so executed and delivereddelivered will constitute, will constitute the valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) Sellers have made available to Buyer an accurate and complete copy of the Governing Documents of the Company and each of its Subsidiaries, each as amended as of the date hereof and in full force and effect as of the date hereof. The Company has not violated its Governing Documents in any material respect. The Company has all requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The Company’s execution and delivery of this Agreement and each Ancillary Agreement to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company. This Agreement has been, and each Ancillary Agreement to which the Company is a party will be at or prior to Closing, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement, when so executed and delivered, will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity.. (b) Except as set forth in Section 6.02(b) of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement and each Ancillary Agreement to which it is a party, the consummation by the Company of the transactions contemplated hereby and thereby, and the compliance of the Company with any provisions hereof or thereof, does not and will not, (i) conflict with or result in any material violation of or material default under (with or without notice or lapse of time, or both), or require a consent or waiver under, or give rise to a right of termination, cancellation, 10 modification or acceleration of any material obligation or loss of any material benefit under, or result in the imposition or creation of any Lien (other than a Permitted Lien) upon the Membership Interests or any Lien upon any of the Company’s or any of the Subsidiaries’ properties or assets (tangible or intangible) under, (A) any provision of the Governing Documents of the Company, or (B) any material Contract to which the Company is a party, or (ii) subject to the governmental filings and other matters referred to in clause (c) hereof, materially violate any Permit, Order or Law applicable to the Company. (c) No Permit or Order or authorization of, or registration or filing with, any Governmental Entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the Ancillary Agreements by the Company or the consummation by the Company of the transactions to which it is a party that are contemplated hereby, except for (i) such Permits, Orders, registrations or filings related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or tobacco, and (ii) any Permits, Orders, registrations or filings required by Buyer or any of its Subsidiaries, Affiliates or key employees (including under the Gaming Laws). Section 6.03

Authority; No Conflict; Required Filings and Consents. (a) Sellers have Seller has made available to Buyer an accurate and complete copy of the Governing Documents of the Company Companies and each of its their Subsidiaries, each as amended as of the date hereof and in full force and effect as of the date hereof. The No Company has not violated its Governing Documents in any material respect. The Each Company has all requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party and party, to consummate the transactions contemplated hereby Transaction and therebyto perform each of its obligations under this Agreement and each of the Ancillary Agreements to which it is a party. The Each Company’s execution and delivery of this Agreement and each Ancillary Agreement to which it any Company is a party and the consummation by the each Company of the transactions contemplated hereby and thereby Transaction have been duly authorized by all necessary action on the part of the each Company. This Agreement has been, and each Ancillary Agreement to which the any Company is a party will be at or prior to Closing, duly executed and delivered by the each Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement, when so executed and delivered, will constitute the valid and binding obligations of the CompanyCompanies, enforceable against the Company Companies in accordance with their respective terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) Sellers have made available to Each of Buyer an accurate Parent and complete copy of the Governing Documents of the Company and each of its Subsidiaries, each as amended as of the date hereof and in full force and effect as of the date hereof. The Company has not violated its Governing Documents in any material respect. The Company NewCo has all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is will be a party and, subject to the entry of the Confirmation Order and the occurrence of the effective date under the Plan, to consummate the transactions contemplated hereby and thereby. The Company’s execution execution, delivery and delivery performance by each of Buyer Parent and NewCo of this Agreement and each of the Ancillary Agreement Agreements to which it is will be a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Companyeach of Buyer Parent and NewCo. This Agreement has been, and each such Ancillary Agreement to which the Company is a party will be at or prior to Closingbe, duly executed and delivered by the Company and, assuming the due authorization, execution each Buyer and delivery by the other parties hereto and thereto, this Agreement constitutesis, and each such Ancillary Agreement, Agreement when so executed duly executed, subject to the entry of the Confirmation Order and deliveredthe occurrence of the effective date under the Plan, and delivered by such party and, if applicable, the Company or one of its Subsidiaries, will constitute be, the valid and binding obligations obligation of the CompanyBuyer, enforceable against the Company Buyer in accordance with their respective terms, subject, as subject 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 equitythe Bankruptcy Exceptions.

Authority; No Conflict; Required Filings and Consents. (a) Sellers have made available to Buyer an accurate Each of Seller and complete copy of the Governing Documents of the Company and each of its Subsidiaries, each as amended as of the date hereof and in full force and effect as of the date hereof. The Company has not violated its Governing Documents in any material respect. The Company has all requisite necessary company power and authority to enter into this Agreement and each of Agreement, the Seller Ancillary Agreements to which it is a party and the Deposit Escrow Agreement and to consummate the transactions contemplated hereby and therebyby this Agreement. The Company’s execution and delivery of this Agreement, the Seller Ancillary Agreements and the Deposit Escrow Agreement by Seller and each Ancillary Agreement to which it is a party Company, as applicable, and the consummation by the Seller and Company of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary company action on the part of Seller and Company, as applicable. Each of this Agreement, the Company. This Seller Ancillary Agreements and the Deposit Escrow Agreement has have been, and each Ancillary Agreement to which the Company is a party or, as applicable, will be at or prior to the Closing, duly executed and delivered by the Company Seller and, assuming the due authorization, valid execution and delivery by the other parties hereto and all counterparties thereto, this Agreement constitutes, and each such Ancillary Agreement, when so executed and delivered, will constitute the a valid and binding obligations agreement of the Company, Seller enforceable against the Company Seller in accordance with their respective its terms, subject, as except to enforcement, to (i) applicable the extent that enforceability may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium or similar laws now or hereinafter in effect reorganization and other Laws affecting the enforcement of creditors’ rights generally and (ii) by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority; No Conflict; Required Filings and Consents. (a) Sellers have made available to Buyer an accurate and complete copy of the Governing Documents of the Company and each of its Subsidiaries, each as amended as of the date hereof and in full force and effect as of the date hereof. The Company has not violated its Governing Documents in any material respect. The Company Seller has all requisite entity power and authority to enter into this Agreement and each of the Ancillary Agreements Agreement to which it is (or, in the case of the Ancillary Agreements, will be at Closing) a party and to consummate the Acquisition and the other transactions contemplated hereby by this Agreement and therebyany such Ancillary Agreement. The Company’s execution and delivery of this Agreement and each Ancillary Agreement to which it is (or, in the case of the Ancillary Agreements, will be at Closing) a party and the consummation by the Company of the transactions contemplated hereby by this Agreement and thereby have each such Ancillary Agreement by the Seller has been duly authorized by all necessary corporate action on the part of the CompanySeller. This Agreement has been, and each Ancillary Agreement to which it is (or, in the Company is a party case of the Ancillary Agreements, will be at or prior to Closing) a party has been (or, in the case of the Ancillary Agreements, will be at Closing) duly executed and delivered by the Company andSeller and constitutes (or, assuming in the due authorization, execution and delivery by case of the other parties hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement, when so executed and deliveredAgreements, will constitute at Closing) the valid and binding obligations obligation of the CompanySeller, enforceable against the Company Seller, as applicable, in accordance with their respective its terms, subject, as subject to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally the Bankruptcy and (ii) general principles of equityEquity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Sellers have made available to Buyer an accurate Each of Seller and complete copy of Seller Members has the Governing Documents of the Company and each of its Subsidiaries, each as amended as of the date hereof and in full force and effect as of the date hereof. The Company has not violated its Governing Documents in any material respect. The Company has all requisite power and authority to enter into execute and deliver this Agreement and each of other document to be executed by Seller or Seller Member in connection herewith (collectively, the “Seller Ancillary Agreements to which it is a party Documents”) and to consummate perform its obligations hereunder and thereunder, all of which have been duly authorized by all requisite action. No further company or member action on the part of Seller or any Seller Member is necessary to authorize the execution, delivery and performance of this Agreement and each Seller Ancillary Document by Seller and the Seller Members and the consummation by Seller and Seller Members of the transactions contemplated hereby and thereby. The Company’s execution and delivery of this Agreement and each Ancillary Agreement to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company. This Agreement has been, and at Closing each Seller Ancillary Agreement to which the Company is a party Document will be at or prior to Closingbe, duly executed and delivered by the Company Seller and each Seller Member (as applicable) and, assuming the due authorizationthat this Agreement and each Seller Ancillary Document is duly and validly authorized, execution executed, and delivery delivered by the other parties hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement, when so executed and delivered, or will constitute the (as applicable), a valid and binding obligations agreement of the CompanySeller and each Seller Member (as applicable), enforceable against the Company each of them in accordance with their respective its terms, subject, as subject to enforcement, to (i) any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium or other similar laws now or hereinafter in effect Applicable Laws affecting creditors’ rights generally and (ii) general principles governing the availability of equityequitable remedies.

Authority; No Conflict; Required Filings and Consents. (a) Sellers have made available to Buyer an accurate and complete copy Each of the Governing Documents of Parent and the Company and each of its Subsidiaries, each as amended as of the date hereof and in full force and effect as of the date hereof. The Company has not violated its Governing Documents in any material respect. The Company Purchaser has all requisite corporate power and authority to enter into this Agreement and each (and, in the case of Parent, the CVR Agreement) and, subject to the adoption of this Agreement by the Parent as the sole stockholder of the Ancillary Agreements to Purchaser (which it is a party shall occur immediately after the execution and delivery of this Agreement), to consummate the transactions contemplated hereby and thereby. The Company’s execution and delivery of this Agreement and each Ancillary Agreement to which it is a party of, and the consummation by the Company of the transactions contemplated hereby by, this Agreement (and, in the case of the Parent, the CVR Agreement) by the Parent and thereby the Purchaser have been duly authorized by all necessary corporate action on the part of each of the CompanyParent and the Purchaser, subject to the adoption of this Agreement by the Parent as the sole stockholder of the Purchaser (which shall occur immediately after the execution and delivery of this Agreement). This Agreement has been, and each Ancillary Agreement to which the Company is a party will be at or prior to Closing, been duly executed and delivered by each of the Company Parent and the Purchaser and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto Company, constitutes the valid and theretobinding obligation of each of the Parent and the Purchaser, this enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the Acceptance Time, the CVR Agreement constitutes, and each such Ancillary Agreement, when so shall have been duly executed and delivereddelivered by the Parent and, will assuming the due authorization, execution and delivery of the CVR Agreement by the Rights Agent, shall constitute the valid and binding obligations obligation of the CompanyParent, enforceable against the Company it in accordance with their respective its terms, subject, as subject to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally the Bankruptcy and (ii) general principles of equityEquity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Sellers have made available Subject to Buyer an accurate and complete copy approval of this Agreement by the Bankruptcy Court, which approval may be obtained in connection with confirmation of the Governing Documents of the Company and Plan, each of its Subsidiaries, each as amended as of TER and the date hereof and in full force and effect as of Partnership has the date hereof. The Company has not violated its Governing Documents in any material respect. The Company has all requisite organizational power and authority to enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party party, and to consummate the transactions contemplated hereby and therebythereby to be consummated by it. The Company’s Subject to approval of this Agreement by the Bankruptcy Court, which approval may be obtained in connection with confirmation of the Plan, the execution and delivery of this Agreement by each of TER and the Partnership has been, and each Ancillary Agreement of the other Transaction Documents to which it is a party and will, prior to the consummation by the Company of the transactions contemplated hereby and thereby have been First Closing, be, duly authorized by all necessary the requisite corporate or organizational (as applicable) action on of each of TER and the part Partnership. Subject to approval of this Agreement by the Bankruptcy Court, which approval may be obtained in connection with confirmation of the Company. This Plan, this Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which TER and/or the Company Partnership is a party will be at or prior to Closingparty, duly when executed and delivered by the Company it, will be duly authorized and validly executed and delivered thereby, and, assuming subject to the due authorization, execution and delivery by entry of the other parties hereto and theretoConfirmation Order, this Agreement constitutes, and each such Ancillary Agreementof the other Transaction Documents to which TER and/or the Partnership is a party, when so executed and delivered, will delivered by it (assuming this Agreement and the other Transaction Documents to which it is a party constitute the valid and binding obligations of the Companyother parties hereto and thereto) will constitute, a valid and binding obligation of TER and/or the Partnership (as applicable), enforceable against the Company it in accordance with their respective its terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) Sellers have made available to Buyer an accurate Each of Seller and complete copy of Seller Members has the Governing Documents of the Company and each of its Subsidiaries, each as amended as of the date hereof and in full force and effect as of the date hereof. The Company has not violated its Governing Documents in any material respect. The Company has all requisite company power and authority to enter into execute and deliver this Agreement and each of other document to be executed by it in connection herewith (collectively, the “Seller Ancillary Agreements to which it is a party Documents”) and to consummate perform its obligations hereunder and thereunder, all of which have been duly authorized by all requisite company action. No further company or member action on the part of Seller, Retail Sales Subsidiary or any Seller Member is necessary to authorize the execution, delivery and performance of this Agreement and each Seller Ancillary Document by Seller and Retail Sales Subsidiary and the consummation by Seller, Retail Sales Subsidiary and Seller Members of the transactions contemplated hereby and thereby. The Company’s execution and delivery of this This Agreement and each Seller Ancillary Agreement to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have Document has been duly authorized by all necessary action on the part of the Company. This Agreement has been, and each Ancillary Agreement to which the Company is a party will be at or prior to Closing, duly executed and delivered by the Company Seller and each Seller Member (as applicable) and, assuming the due authorizationthat this Agreement and each Seller Ancillary Document is duly and validly authorized, execution executed, and delivery delivered by the other parties hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement, when so executed and delivered, or will constitute the (as applicable), a valid and binding obligations agreement of the CompanySeller and each Seller Member (as applicable), enforceable against the Company each of them in accordance with their respective its terms, subject, as subject to enforcement, to (i) any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium or other similar laws now or hereinafter in effect Applicable Laws affecting creditors’ rights generally and (ii) general principles governing the availability of equityequitable remedies.

Authority; No Conflict; Required Filings and Consents. (a) Sellers have made available to Buyer an accurate and complete copy of the Governing Documents Each of the Company and each of its Subsidiaries, each as amended as of the date hereof and in full force and effect as of the date hereof. The Company has not violated its Governing Documents in any material respect. The Company Subsidiaries has all requisite necessary corporate (or other requisite) power and authority to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company’s execution and delivery of this Agreement and the Ancillary Agreements by the Company and each Ancillary Agreement to which it Subsidiary that is a party thereto and the consummation by the Company and each such Subsidiary of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate (or other requisite) action and no other corporate (or other requisite) proceedings on the part of the CompanyCompany or any Subsidiary are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby or thereby. This Agreement has been, and each upon their execution the Ancillary Agreement to which the Company is a party will be at or prior to ClosingAgreements shall have been, duly and validly executed and delivered by the Company and each Subsidiary that is a party thereto and, assuming the due authorization, execution and delivery by the other parties hereto and theretoPurchaser, this Agreement constitutes, and each such upon their execution the Ancillary AgreementAgreements shall constitute, when so executed and delivereda legal, will constitute the valid and binding obligations obligation of the CompanyCompany and each Subsidiary that is a party thereto, enforceable against the Company and such Subsidiary in accordance with their respective terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) Sellers have made available to Buyer an accurate and complete copy of the Governing Documents of the Company and each of its Subsidiaries, each as amended as of the date hereof and in full force and effect as of the date hereof. The Company has not violated its Governing Documents in any material respect. The Company has all requisite the corporate power and authority to enter into execute and deliver this Agreement and each of the other document to be executed by Company in connection herewith (each a “Company Ancillary Agreements to which it is a party Document”) and to consummate the transactions contemplated hereby perform its obligations hereunder and thereby. The Company’s execution and delivery thereunder, all of this Agreement and each Ancillary Agreement to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary requisite corporate action. Except for execution and delivery of the Stockholder Consent and the execution and filing of the Certificate of Merger, no further corporate or stockholder action on the part of Company or the CompanyHolders is necessary to authorize the execution, delivery and performance of this Agreement and each Company Ancillary Document by Company and the consummation by Company of the Merger and the other transactions contemplated hereby and thereby. This Agreement has been, and at Closing each Company Ancillary Agreement to which the Company is a party Document will be at or prior to Closingbe, duly executed and delivered by the Company and, assuming the due authorizationthat this Agreement and each Company Ancillary Document is duly and validly authorized, execution executed, and delivery delivered by the other parties hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement, when so executed and delivered, or will constitute the (as applicable), a valid and binding obligations agreement (or, in the case of the Certificate of Merger a valid and binding instrument) of Company, enforceable against the Company in accordance with their respective its terms, subject, as subject to enforcement, to (i) any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium or other similar laws now or hereinafter in effect Applicable Laws affecting creditors’ rights generally and (ii) general principles governing the availability of equityequitable remedies.