Common use of Company Purpose Clause in Contracts

Company Purpose. (a) The Company was formed solely for the purpose of acquiring, financing, refinancing, holding, owning, selling, transferring, exchanging, managing and maintaining all of the general partner interests (the “General Partner Interests”) in the Property Owner, acting as the general partner of the Property Owner, executing and performing the obligations of the general partner under the Limited Partnership Agreement of the Property Owner, dated as of the date hereof (as amended from time to time, the “Partnership Agreement”), and transacting any and all lawful business that is incident, necessary and appropriate to accomplish the foregoing. Notwithstanding anything contained herein to the contrary, unless and until that certain loan in the original principal amount of one billion one hundred seven million nine hundred ninety nine thousand nine hundred ten dollars ($1,107,999,910) (the “Loan”) and evidenced by that certain Loan Agreement, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Loan Agreement”), among Xxxxxxx Sachs Commercial Mortgage Capital, L.P., a Delaware limited partnership (together with its successors and assigns, “Lender”), the Property Owner, W2007 Aquarius Propco, L.P., W2007 Stratosphere Land Propco, L.P., W2007 Arizona Charlie’s Propco, L.P. and W2007 Fresca Propco, L.P. is no longer outstanding, or unless otherwise approved by Lender in writing, the Company shall not engage in any business, and it shall have no purpose, unrelated to that described in the first sentence of this Section 2(a) and shall not acquire any real property or own assets other than such assets and interests as are necessary or desirable and are not prohibited by the terms of the Loan Agreement for the Company to own in conjunction with carrying out the purposes of the Company. Except to the extent permitted in the Loan Agreement, the Company shall not engage in any business other than the acquisition, financing, refinancing, holding, ownership, sale, transferring, exchanging, management and maintenance of the General Partner Interest. (b) The Company, and the Economic Member or any Officer (as defined herein) on behalf of the Company, are hereby authorized to execute, deliver and perform its obligations under all the organizational documents of the Property Owner (any such actions taken prior to the date hereof are hereby ratified and confirmed in all respects) and to cause the Property Owner to enter into, execute, deliver and perform its obligations under the agreements set forth in Exhibit A attached to the Partnership Agreement and any and all other documents, instruments, contracts, papers, certificates, guaranties, indemnities or agreements necessary, appropriate or desirable to effect, consummate or facilitate the transactions and arrangements contemplated by the Loan Agreement (including, without limitation, financing statements) (the “Loan Documents”) without any further act, vote or approval of any Person (as defined herein), notwithstanding any other provision of this Agreement to the contrary. The foregoing authorization shall not be deemed a restriction on the power of the Economic Member or an Officer to enter into other agreements on behalf of the Company in accordance with the terms of this Agreement and the Loan Agreement.

Company Purpose. (a) The Company was formed solely for the purpose of acquiring, financing, refinancing, holding, owning, selling, transferring, exchanging, managing and maintaining all of the general partner interests (the “General Partner Interests”) in the Property Owner, acting as the general partner of the Property Owner, executing and performing the obligations of the general partner under the Limited Partnership Agreement of the Property Owner, dated as of the date hereof (as amended from time to time, the “Partnership Agreement”), and transacting any and all lawful business that is incident, necessary and appropriate to accomplish the foregoing. Notwithstanding anything contained herein to the contrary, unless and until that certain loan in the original principal amount of one billion one hundred seven million nine hundred ninety nine thousand nine hundred ten dollars ($1,107,999,910) (the “Loan”) and evidenced by that certain Loan Agreement, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Loan Agreement”), among Xxxxxxx Sachs Commercial Mortgage Capital, L.P., a Delaware limited partnership (together with its successors and assigns, “Lender”), the Property Owner, W2007 Aquarius Propco, L.P., W2007 Stratosphere Land Propco, L.P., W2007 Arizona Charlie’s Propco, L.P. and W2007 Fresca Propco, L.P. is no longer outstanding, or unless otherwise approved by Lender in writing, the Company shall not engage in any business, and it shall have no purpose, unrelated to that described in the first sentence of this Section 2(a) and shall not acquire any real property or own assets other than such assets and interests as are necessary or desirable and are not prohibited by the terms of the Loan Agreement for the Company to own in conjunction with carrying out the purposes of the Company. Except to the extent permitted in the Loan Agreement, the Company shall not engage in any business other than the acquisition, financing, refinancing, holding, ownership, sale, transferring, exchanging, management and maintenance of the General Partner Interest. (b) The Company, and the Economic Member or any Officer (as defined herein) on behalf of the Company, are hereby authorized to execute, deliver and perform its obligations under all the organizational documents of the Property Owner (any such actions taken prior to the date hereof are hereby ratified and confirmed in all respects) and to cause the Property Owner to enter into, execute, deliver and perform its obligations under the agreements set forth in Exhibit A attached to the Partnership Agreement and any and all other documents, instruments, contracts, papers, certificates, guaranties, indemnities or agreements necessary, appropriate or desirable to effect, consummate or facilitate the transactions and arrangements contemplated by the Loan Agreement (including, without limitation, financing statements) (the “Loan Documents”) without any further act, vote or approval of any Person (as defined herein), notwithstanding any other provision of this Agreement to the contrary. The foregoing authorization shall not be deemed a restriction on the power of the Economic Member or an Officer to enter into other agreements on behalf of the Company in accordance with the terms of this Agreement and the Loan Agreement.

Company Purpose. (a) The Company was formed solely for the purpose of acquiring, financing, refinancing, holding, owning, selling, transferring, exchanging, managing and maintaining all of the general partner interests (the “General Partner Interests”) in the Property Owner, acting as the general partner of the Property Owner, executing and performing the obligations of the general partner under the Limited Partnership Agreement of the Property Owner, dated as of the date hereof (as amended from time to time, the “Partnership Agreement”), and transacting any and all lawful business that is incident, necessary and appropriate to accomplish the foregoing. Notwithstanding anything contained herein to the contrary, unless and until that certain loan in the original principal amount of one billion one hundred seven million nine hundred ninety nine thousand nine hundred ten dollars ($1,107,999,910) (the “Loan”) and evidenced by that certain Loan Agreement, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Loan Agreement”), among Xxxxxxx Sachs Commercial Mortgage Capital, L.P., a Delaware limited partnership (together with its successors and assigns, “Lender”), the Property Owner, W2007 Aquarius Stratosphere Propco, L.P., W2007 Stratosphere Land Propco, L.P., W2007 Arizona Charlie’s Propco, L.P. and W2007 Fresca Propco, L.P. is no longer outstanding, or unless otherwise approved by Lender in writing, the Company shall not engage in any business, and it shall have no purpose, unrelated to that described in the first sentence of this Section 2(a) and shall not acquire any real property or own assets other than such assets and interests as are necessary or desirable and are not prohibited by the terms of the Loan Agreement for the Company to own in conjunction with carrying out the purposes of the Company. Except to the extent permitted in the Loan Agreement, the Company shall not engage in any business other than the acquisition, financing, refinancing, holding, ownership, sale, transferring, exchanging, management and maintenance of the General Partner Interest. (b) The Company, and the Economic Member or any Officer (as defined herein) on behalf of the Company, are hereby authorized to execute, deliver and perform its obligations under all the organizational documents of the Property Owner (any such actions taken prior to the date hereof are hereby ratified and confirmed in all respects) and to cause the Property Owner to enter into, execute, deliver and perform its obligations under the agreements set forth in Exhibit A attached to the Partnership Agreement and any and all other documents, instruments, contracts, papers, certificates, guaranties, indemnities or agreements necessary, appropriate or desirable to effect, consummate or facilitate the transactions and arrangements contemplated by the Loan Agreement (including, without limitation, financing statements) (the “Loan Documents”) without any further act, vote or approval of any Person (as defined herein), notwithstanding any other provision of this Agreement to the contrary. The foregoing authorization shall not be deemed a restriction on the power of the Economic Member or an Officer to enter into other agreements on behalf of the Company in accordance with the terms of this Agreement and the Loan Agreement.

Company Purpose. (a) The Company was is formed solely for the purpose of acquiring, financing, refinancing, holding, owning, selling, transferring, exchanging, managing and maintaining all of the general partner interests (the “General Partner InterestsInterest”) in the Property OwnerPartnership, acting as the general partner of the Property OwnerPartnership, executing and performing the obligations of the general partner under the Limited Partnership Agreement of the Property Owner, dated as of the date hereof (as amended from time to time, the “Partnership Agreement”), and transacting any and all lawful business that is incident, necessary and appropriate to accomplish the foregoing. Notwithstanding anything contained herein to the contrary, unless and until that certain loan in the original principal amount of one billion one three hundred seven and fifty million nine hundred ninety nine thousand nine hundred ten dollars ($1,107,999,910350,000,000) (the “Loan”) and evidenced by that certain Loan Agreement, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Loan Agreement”), among Xxxxxxx Sachs Commercial Mortgage Capital, L.P., a Delaware limited partnership (together with its successors and assigns, “Lender”), Archon Group, L.P., as administrative agent, Xxxxx Fargo Bank, N.A., as collateral agent, and American Casino & Entertainment Properties LLC, a Delaware limited liability company, Arizona Charlie’s, LLC, a Nevada limited liability company, Fresca, LLC, a Nevada limited liability company, Gaming LLC, Aquarius Gaming LLC, a Nevada limited liability company, the Property OwnerPartnership, the Company, W2007 ACEP First Mezzanine B Borrower, L.P., a Delaware limited partnership, W2007 Aquarius Propco, L.P., a Delaware limited partnership, W2007 Stratosphere Land Propco, L.P., a Delaware limited partnership, X0000 Xxxxxxxxxxxx Xxxx Propco, L.P., a Delaware limited partnership, W2007 Arizona Charlie’s Propco, L.P. L.P., a Delaware limited partnership, and W2007 Fresca Propco, L.P. L.P., a Delaware limited partnership, as borrowers, is no longer outstanding, or unless otherwise approved in writing by Lender in writingor Administrative Agent (as directed by the Required Lenders), the Company shall not engage in any business, and it shall have no purpose, unrelated to that described in the first sentence of this Section 2(a) and shall not acquire any real property or own assets other than such assets and interests as are necessary or desirable and are not prohibited by the terms of the Loan Agreement for the Company to own in conjunction with carrying out the purposes of the Company. Except to the extent permitted in the Loan Agreement, the Company shall not engage in any business other than the acquisition, financing, refinancing, holding, ownership, sale, transferring, exchanging, management and maintenance of the General Partner Interest. (b) The Company, and the any Economic Member Member, any Manager (as defined hereinafter) or any Officer (as defined hereinhereinafter) on behalf of the Company, are hereby authorized to execute, deliver and perform its obligations under all the organizational documents of the Property Owner Partnership (any such actions taken prior to the date hereof are hereby ratified and confirmed in all respects) and to cause the Property Owner Partnership to enter into, execute, deliver and perform its obligations under the agreements set forth in Exhibit A attached to the Partnership Agreement and any and all other documents, instruments, contracts, papers, certificates, guaranties, indemnities or agreements necessary, appropriate or desirable to effect, consummate or facilitate the transactions and arrangements contemplated by the Loan Agreement (including, without limitation, financing statements) (the “Loan Documents”) without any further act, vote or approval of any Person (as defined herein), notwithstanding any other provision of this Agreement to the contrary. The foregoing authorization shall not be deemed a restriction on the power of the any Economic Member or an any Manager or any Officer to enter into other agreements on behalf of the Company in accordance with the terms of this Agreement and the Loan Agreement.

Company Purpose. (a) The Company was formed solely for the purpose of acquiring, financing, refinancing, holding, owning, selling, transferring, exchanging, managing and maintaining all of the general partner interests (the “General Partner Interests”) in the Property Owner, acting as the general partner of the Property Owner, executing and performing the obligations of the general partner under the Limited Partnership Agreement of the Property Owner, dated as of the date hereof (as amended from time to time, the “Partnership Agreement”), and transacting any and all lawful business that is incident, necessary and appropriate to accomplish the foregoing. Notwithstanding anything contained herein to the contrary, unless and until that certain loan in the original principal amount of one billion one hundred seven million nine hundred ninety nine thousand nine hundred ten dollars ($1,107,999,910) (the “Loan”) and evidenced by that certain Loan Agreement, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Loan Agreement”), among Xxxxxxx Sachs Commercial Mortgage Capital, L.P., a Delaware limited partnership (together with its successors and assigns, “Lender”), the Property Owner, W2007 Aquarius Propco, L.P., W2007 Stratosphere Land Propco, L.P., W2007 Arizona Charlie’s Propco, L.P. and W2007 Fresca Stratosphere Propco, L.P. is no longer outstanding, or unless otherwise approved by Lender in writing, the Company shall not engage in any business, and it shall have no purpose, unrelated to that described in the first sentence of this Section 2(a) and shall not acquire any real property or own assets other than such assets and interests as are necessary or desirable and are not prohibited by the terms of the Loan Agreement for the Company to own in conjunction with carrying out the purposes of the Company. Except to the extent permitted in the Loan Agreement, the Company shall not engage in any business other than the acquisition, financing, refinancing, holding, ownership, sale, transferring, exchanging, management and maintenance of the General Partner Interest. (b) The Company, and the Economic Member or any Officer (as defined herein) on behalf of the Company, are hereby authorized to execute, deliver and perform its obligations under all the organizational documents of the Property Owner (any such actions taken prior to the date hereof are hereby ratified and confirmed in all respects) and to cause the Property Owner to enter into, execute, deliver and perform its obligations under the agreements set forth in Exhibit A attached to the Partnership Agreement and any and all other documents, instruments, contracts, papers, certificates, guaranties, indemnities or agreements necessary, appropriate or desirable to effect, consummate or facilitate the transactions and arrangements contemplated by the Loan Agreement (including, without limitation, financing statements) (the “Loan Documents”) without any further act, vote or approval of any Person (as defined herein), notwithstanding any other provision of this Agreement to the contrary. The foregoing authorization shall not be deemed a restriction on the power of the Economic Member or an Officer to enter into other agreements on behalf of the Company in accordance with the terms of this Agreement and the Loan Agreement.