Common use of Capacity, Enforceability and Consents Clause in Contracts

Capacity, Enforceability and Consents. (a) The Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite power and authority (corporate or other) to own, lease and operate its assets and properties and to carry on its business as presently conducted. (b) The Guarantor has all requisite power and authority (corporate or other) to execute, deliver and perform its obligations under this Guaranty and to consummate the transactions contemplated hereby. The execution and delivery by the Guarantor of, and the performance by the Guarantor of its obligations under, this Guaranty have been duly and validly authorized by all requisite action on the part of the Guarantor, and this Guaranty constitutes a valid and binding obligation of the Guarantor enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (c) The execution and delivery by the Guarantor of this Guaranty, the performance by the Guarantor of its obligations hereunder and the consummation by the Guarantor of the transactions contemplated hereby do not and will not: (i) violate any provision of the certificate of formation or limited liability company agreement (or comparable organizational documents with different names) of the Guarantor; (ii) require on the part of the Guarantor any notice or filing with, or any permits, licenses, authorizations, registrations, franchises, approvals, consents, certificates, variances and similar rights obtained, or required to be obtained, from, or other authorization of, or any exemption by, any Governmental Authority; (iii) in any material respect, result in a violation or breach of, constitute a default under, result in the acceleration of, give rise to any right to accelerate, terminate, modify or cancel, or require any notice, consent, authorization, approval or waiver under, or result in any other adverse consequence under, any contract to which the Guarantor is a party or by which the Guarantor or any of its assets or properties is bound; (iv) violate or breach the terms of or cause any default under any law applicable to the Guarantor or any of its properties or assets; or (v) with the passage of time, the giving of notice or both, have any of the effects described in clauses (i) through (iv) of this Section 4.1(c).

Capacity, Enforceability and Consents. (a) The Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite power and authority (corporate or other) to own, lease and operate its assets and properties and to carry on its business as presently conducted. (b) The Guarantor has all requisite power and authority (corporate or other) to execute, deliver and perform its obligations under this Guaranty and to consummate the transactions contemplated hereby. The execution and delivery by the Guarantor of, and the performance by the Guarantor of its obligations under, this Guaranty have been duly and validly authorized by all requisite action on the part of the Guarantor, and this Guaranty constitutes a valid and binding obligation of the Guarantor enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (c) The execution and delivery by the Guarantor of this Guaranty, the performance by the Guarantor of its obligations hereunder and the consummation by the Guarantor of the transactions contemplated hereby do not and will not: (i) violate any provision of the certificate of formation or limited liability company agreement (or comparable organizational documents with different names) of the Guarantor; (ii) require on the part of the Guarantor any notice or filing with, or any permits, licenses, authorizations, registrations, franchises, approvals, consents, certificates, variances and similar rights obtained, or required to be obtained, obtained from, or other authorization of, or any exemption by, any Governmental Authority; ; (iii) in any material respect, result in a violation or breach of, constitute a default under, result in the acceleration of, give rise to any right to accelerate, terminate, modify or cancel, or require any notice, consent, authorization, approval or waiver under, or result in any other adverse consequence under, any contract to which the Guarantor is a party or by which the Guarantor or any of its assets or properties is bound; (iv) violate or breach the terms of or cause any default under any law Law applicable to the Guarantor or any of its properties or assets; or (v) with the passage of time, the giving of notice or both, have any of the effects described in clauses (i) through (iv) of this Section 4.1(c).

Capacity, Enforceability and Consents. (a) The Guarantor Member is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation or organization and has all requisite power and authority (corporate or other) to own, lease and operate its assets and properties and to carry on its business as presently conductedLouisiana. (b) The Guarantor Member has all requisite the limited liability company power and authority (corporate or other) to execute, deliver enter into this Agreement and the other Transaction Documents to be executed and delivered by the Member and to perform its obligations under hereunder and thereunder. (c) At the Joinder Date, the execution, delivery and performance by the Member of this Guaranty Agreement and the other Transaction Documents to consummate be executed and delivered by the Member and the consummation by the Member of the transactions contemplated hereby. The execution hereby and delivery by the Guarantor of, and the performance by the Guarantor of its obligations under, this Guaranty thereby will have been duly authorized and validly authorized approved by all requisite action the Board of Directors or other governing body of the Member and no other limited liability company proceedings on the part of the GuarantorMember will be necessary to authorize and approve this Agreement and the other Transaction Documents to be executed and delivered by the Member and the transactions contemplated hereby and thereby. (d) At the Joinder Date, this Agreement will have been, and this Guaranty constitutes a the other Transaction Documents to be executed and delivered by the Member at the Closing will, at the Closing, have been, duly executed and delivered by the Member and, assuming the due execution and delivery thereof by the other parties, will constitute (or will constitute at the Closing, as applicable) the legal, valid and binding obligation obligations of the Guarantor Member, enforceable against it the Member in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws Laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law)) affecting creditors’ rights generally or by the principles governing the availability of equitable remedies. (ce) The execution Except as set forth on Schedule 4.2(e), the execution, delivery and delivery performance of this Agreement and the other Transaction Documents to be executed by the Guarantor of this Guaranty, the performance by the Guarantor of its obligations hereunder Member and the consummation by the Guarantor Member of the transactions contemplated hereby do and thereby does not and will not: : (i) violate contravene any provision provisions of the certificate articles of formation organization or limited liability company operating agreement (or comparable organizational documents with different names) of the Guarantor; Member; (ii) require on to the part Knowledge of the Guarantor any Member, after notice or filing withlapse of time or both, or any permits, licenses, authorizations, registrations, franchises, approvals, consents, certificates, variances and similar rights obtained, or required to be obtained, from, or other authorization of, or any exemption by, any Governmental Authority; (iii) in any material respectviolate, result in a violation or breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, give rise any Contract to which the Member is a party to or by which any right to accelerate, terminate, modify of the Member’s properties or cancelassets are bound or otherwise subject, or require any noticeconsent or waiver of any party to any such Contract that will not have been obtained prior to the Closing, except for such matters that, individually or in the aggregate, do not have, and would not be reasonably likely to have, a Material Adverse Effect; (iii) violate or conflict with any Law applicable to the Member or any of the Member’s Affiliates, businesses or properties (except that prior approval of the Gaming Authorities may be required), except in each case as do not have and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.; (iv) to the Knowledge of Member, result in the creation or imposition of any Lien on any of the Membership Interests, except as do not have and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.; or (v) require any authorization, consent, authorizationlicense, order, permit or approval or waiver underof, or result in any other adverse consequence undernotice to, or filing, registration or qualification with, any contract Government Authority, except (i) the approval of the District to which certain of the Guarantor is a party Shared Space Agreements, (ii) the approval of the FTC, (iii) any approvals, licenses or filing of notices required under the Gaming Laws by which the Guarantor or any LGCB (including pursuant to the Statement of its assets or properties is bound; Conditions), and (iv) violate where a failure to obtain or breach make such authorization, consent, order, license, permit, approval, notice, filing, registration or qualification, individually or in the terms of or cause any default under any law applicable aggregate, does not have, and would not be reasonably likely to the Guarantor or any of its properties or assets; or (v) with the passage of timehave, the giving of notice or both, have any of the effects described in clauses (i) through (iv) of this Section 4.1(c)a Material Adverse Effect.

Capacity, Enforceability and Consents. (a) The Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization legally competent and has all requisite power and authority (corporate or other) to own, lease and operate its his assets and properties and to carry on its his business as presently conducted. (b) The Guarantor is legally competent to and has all requisite power and authority (corporate or other) to execute, deliver and perform its his obligations under this Guaranty and to consummate the transactions contemplated hereby. The execution and delivery by the Guarantor of, and the performance by the Guarantor of its ofhis obligations under, this Guaranty have been has duly and validly authorized by all requisite action on the part of the Guarantorundertaken, and this Guaranty constitutes a valid and binding obligation of the Guarantor enforceable against it him in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (c) The execution and delivery by the Guarantor of this Guaranty, the performance by the Guarantor of its his obligations hereunder and the consummation by the Guarantor of the transactions contemplated hereby do not and will not: (i) violate any provision of the certificate of formation or limited liability company agreement (or comparable organizational documents with different names) of the Guarantor; (ii) require on the part of the Guarantor any notice or filing with, or any permits, licenses, authorizations, registrations, franchises, approvals, consents, certificates, variances and similar rights obtained, or required to be obtained, obtained from, or other authorization of, or any exemption by, any Governmental Authority; ; (iiiii) in any material respect, result in a violation or breach of, constitute a default under, result in the acceleration of, give rise to any right to accelerate, terminate, modify modifY or cancel, or require any notice, consent, authorization, approval or waiver under, or result in any other adverse consequence under, any contract to which the Guarantor is a party or by which the Guarantor or any of its ofhis assets or properties is bound; (iviii) violate or breach the terms of or cause any default under any law Law applicable to the Guarantor or any of its ofhis properties or assets; (iv) render the Guarantor insolvent or bankrupt, or (v) with the passage of time, the giving of notice or both, have any of the effects described in clauses (i) through (iv) of this Section 4.1(c).

Capacity, Enforceability and Consents. (a) The Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization legally competent and has all requisite power and authority (corporate or other) to own, lease and operate its his assets and properties and to carry on its his business as presently conducted. (b) The Guarantor is legally competent to and has all requisite power and authority (corporate or other) to execute, deliver and perform its his obligations under this Guaranty and to consummate the transactions contemplated hereby. The execution and delivery by the Guarantor of, and the performance by the Guarantor of its ofhis obligations under, this Guaranty have been has duly and validly authorized by all requisite action on the part of the Guarantorundertaken, and this Guaranty constitutes a valid and binding obligation of the Guarantor enforceable against it him in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (c) The execution and delivery by the Guarantor of this Guaranty, the performance by the Guarantor of its ofhis obligations hereunder and the consummation by the Guarantor of the transactions contemplated hereby do not and will not: (i) violate any provision of the certificate of formation or limited liability company agreement (or comparable organizational documents with different names) of the Guarantor; (ii) require on the part of the Guarantor any notice or filing with, or any permits, licenses, authorizations, registrations, franchises, approvals, consents, certificates, variances and similar rights obtained, or required to be obtained, obtained from, or other authorization of, or any exemption by, any Governmental Authority; ; (iiiii) in any material respect, result in a violation or breach of, constitute a default under, result in the acceleration of, give rise to any right to accelerate, terminate, modify modifY or cancel, or require any notice, consent, authorization, approval or waiver under, or result in any other adverse consequence under, any contract to which the Guarantor is a party or by which the Guarantor or any of its ofhis assets or properties is bound; (iviii) violate or breach the terms of or ofor cause any default under any law Law applicable to the Guarantor or any of its his properties or assets; (iv) render the Guarantor insolvent or bankrupt, or (v) with the passage of time, the giving of notice or both, have any of the effects described in clauses (i) through (iv) of this Section 4.1(c).. -4­ FDIC FNBN COMMERCIAL CONSTRUCTION GUARANTY· EXECUTION VERSION

Capacity, Enforceability and Consents. (a) The Guarantor In the case of a Stockholder who is an individual, such Stockholder is a natural person and has the legal capacity to enter into this Agreement and the other Transaction Documents to be executed and delivered by such Stockholder and to perform his or her obligations hereunder and thereunder. In the case of the Trust, such Stockholder is a trust duly organizedformed, validly existing and in good standing under the laws of the jurisdiction State of its incorporation or organization New York and has all requisite power and authority (corporate or other) to own, lease and operate its assets and properties and to carry on and conduct its business as presently it is now being conducted. In the case of the Trust, the trustees of the Trust named on the signature page to this Agreement are the only trustees of the Trust and have served as the only trustees of the Trust since its formation. The Trust has provided to Buyer a true, complete and correct copy of its trust agreement. (b) The Guarantor This Agreement has all requisite power and authority (corporate or other) to execute, deliver and perform its obligations under this Guaranty and to consummate the transactions contemplated hereby. The execution and delivery by the Guarantor ofbeen, and the performance other Transaction Documents to be executed and delivered by such Stockholder at the Guarantor of its obligations underClosing will, this Guaranty at the Closing, have been been, duly executed and validly authorized delivered by all requisite action on such Stockholder and constitutes (or will constitute at the part of Closing, as applicable) the Guarantorlegal, and this Guaranty constitutes a valid and binding obligation obligations of the Guarantor such Stockholder, enforceable against it such Stockholder in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws Laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law)) affecting creditors’ rights generally or by the principles governing the availability of equitable remedies. (c) The execution execution, delivery and delivery by the Guarantor performance of this Guaranty, Agreement and the performance other Transaction Documents to be executed by the Guarantor of its obligations hereunder such Stockholder and the consummation by the Guarantor such Stockholder of the transactions contemplated hereby do and thereby does not and will not: : (i) violate any provision in the case of the certificate Trust, contravene any provisions of formation or limited liability company agreement (or comparable organizational documents with different names) of the Guarantor; its trust agreement; (ii) require on the part of the Guarantor any (after notice or filing lapse of time or both) violate, conflict with, or any permits, licenses, authorizations, registrations, franchises, approvals, consents, certificates, variances and similar rights obtained, or required to be obtained, from, or other authorization of, or any exemption by, any Governmental Authority; (iii) in any material respect, result in a violation or breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, give rise any Contract to which the Stockholders are party to or by which any right to accelerate, terminate, modify of such Stockholder’s properties or cancelassets are bound or otherwise subject, or require any noticeconsent or waiver of any party to any such Contract; (iii) violate or conflict with any Law applicable to such Stockholder or any of such Stockholder’s Affiliates, businesses or properties; (iv) result in the creation or imposition of any Lien on any of the Shares set forth next to such Stockholder’s name on Schedule 2.2; or (v) require any authorization, consent, authorizationorder, permit or approval or waiver underof, or result in any other adverse consequence undernotice to, or filing, registration or qualification with, any contract to which the Guarantor is a party Government Authority, except in connection with or by which the Guarantor or any of its assets or properties is bound; (iv) violate or breach the terms of or cause any default under any law applicable to the Guarantor or any of its properties or assets; or (v) in compliance with the passage of time, the giving of notice or both, have any provisions of the effects described in clauses (i) through (iv) of this Section 4.1(c)HSR Act.