Compliance with Gaming Laws Sample Clauses
Compliance with Gaming Laws. Notwithstanding anything to the contrary contained herein or in any other Loan Documents, Agent expressly acknowledges and agrees that the exercise of its rights and remedies under this Agreement is subject to the mandatory provisions of the Gaming Laws. Specifically, Agent acknowledges and agrees that:
(a) The pledge of the Investment Related Property by Pledgors, and any restrictions on the transfer of and agreements not to encumber the Investment Related Property contained in this Agreement or in any other Loan Document, are not effective without the prior approval of the NGC upon the recommendation of the NGCB. The certificates or instruments representing or evidencing the Investment Related Property may not be delivered to Agent until such approval has been obtained. The approval of the pledge of the Investment Related Property may require amendment of this Agreement to include additional references to regulatory requirements under the Gaming Laws. In addition, no amendment of this Agreement shall be effective until applicable approvals of the Nevada Gaming Authorities have been obtained.
(b) In the event that Agent exercises one or more of the remedies set forth in this Agreement with respect to any Investment Related Property, including without limitation, foreclosure or transfer of any interest in the Investment Related Property (except back to Pledgors), the exercise of voting and consensual rights, and any other resort to or enforcement of the security interest in the Investment Related Property, such action shall require the separate and prior approval of the Nevada Gaming Authorities and the licensing of Agent, unless such licensing requirement is waived by the Nevada Gaming Authorities.
(c) Agent and any custodial agent of Agent in the State of Nevada shall be required to comply with the conditions, if any, imposed by the Nevada Gaming Authorities in connection with its approval of the pledge granted hereunder by Pledgors, including, without limitation, the requirement that Agent or its agent maintain the certificates evidencing the Investment Related Property at a location in Nevada designated to the NGCB, and that Agent or its agent permit agents or employees of the NGCB to inspect such certificates immediately upon request during normal business hours.
(d) Neither Agent nor any agent of Agent shall surrender possession of any Investment Related Property to any Person other than Pledgors without the prior approval of the Nevada Gaming Author...
Compliance with Gaming Laws. (a) Each of the Licensed Parties, and to Parent’s knowledge, each of the Licensed Parties’ directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officers, partners, or managers, holds all Gaming Approvals and all such Permits as are necessary to conduct the business and operations of the Licensed Parties as currently conducted, each of which is in full force and effect in all material respects (the “Parent Permits”), and no event has occurred which permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Parent Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to materially impair or delay the Closing. Each of the Licensed Parties, and to the knowledge of Parent, each of the Licensed Parties’ respective directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officers, partners, or managers (collectively, “Management Principals”), is in compliance with the terms of the Parent Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to materially impair or delay the Closing. No Parent Entity, nor any of their respective Licensing Affiliates has received notice of any investigation or review by any Gaming Authority or other Governmental Entity with respect to any Parent Entity, or any of their respective Licensing Affiliates or Management Principals that is pending, and, to the knowledge of Parent, no investigation or review is threatened, nor has any Gaming Authority or other Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not impair or delay the Closing.
(b) No Licensed Party, and no Licensing Affiliate or Management Principal of any Licensed Party, has received any written claim, demand, notice, complaint, court order or administrative order from any Gaming Authority or other Governmental Entity in the past three years under, or relating to any violation or possible violation of, any Gaming Law which did or would be reasonably likely to result in an individual fine or penalty of $250,000 or more. To the knowledge of Parent, there are no facts which if known to any Gaming Authority could reasonably be...
Compliance with Gaming Laws. Proprietor warrants it shall not knowingly do any act which will cause the leased Property of Kachina to be confiscated or appropriated by any agency of the State of New Mexico, or any other government- related agency. In the event any of the Property leased hereunder is confiscated or appropriated by any such agency, then the Proprietor shall be responsible to Kachina for the value of the leased Property confiscated or appropriated, and for any loss of earnings under this Agreement.
Compliance with Gaming Laws. (a) Each of Buyer and Buyer Parent and, to their knowledge, each of their directors, officers, key employees, Persons performing management functions similar to officers and partners hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including all authorizations under the Buyer Gaming Laws, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard), necessary to conduct the business and material operations of Buyer and Buyer Parent (the “Buyer Permits”), each of which is in full force and effect in all material respects and no event has occurred which permits, or upon the giving of notice or passage of time or both, would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Buyer Permit that currently is in effect, the loss of which either, individually or in the aggregate, would be reasonably likely to have a Buyer Material Adverse Effect. Each of Buyer and Buyer Parent and, to their knowledge, each of their directors, officers, key employees and Persons performing management functions similar to officers and partners, are in compliance with the terms of the Buyer Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to have a Buyer Material Adverse Effect. Neither Buyer nor Buyer Parent has received a notice of any investigation or review by any Governmental Entity that is pending, and, to the knowledge of Buyer and Buyer Parent, no investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, be reasonably likely to have a Buyer Material Adverse Effect.
(b) Except as disclosed in Section 7.6(b) of the Buyer Disclosure Letter, neither Buyer, Buyer Parent nor, to the knowledge of Buyer or Buyer Parent, any of their directors, officers, key employees or Persons performing management functions similar to officers or partners has received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of any of the Buyer Gaming Laws primarily related to actions or inactions which did or would be reasonably likely t...
Compliance with Gaming Laws. (a) Each of Xxxxxx'x and its Subsidiaries, and each of their respective directors (but with respect to non-employee directors, only to Xxxxxx'x' best knowledge), officers, persons performing management functions similar to officers and, to Xxxxxx'x' best knowledge, partners, hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities under the Xxxxxx'x Gaming Laws necessary to conduct the business and operations of Xxxxxx'x and each of its Subsidiaries, each of which is in full force and effect in all material respects, except for such permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals the failure of which to hold would not, individually or in the aggregate, be reasonably likely to have a Xxxxxx'x Material Adverse Effect (the "Xxxxxx'x Permits") and no event has occurred which permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Xxxxxx'x Permit that currently is in effect the loss of which either individually or in the aggregate would be reasonably likely to have a Xxxxxx'x Material Adverse Effect. Each of Xxxxxx'x and its Subsidiaries, and each of their respective directors (but with respect to non-employee directors, only to Xxxxxx'x' best knowledge), officers, persons performing management functions similar to officers and, to Xxxxxx'x' best knowledge, partners, are in compliance with the terms of the Xxxxxx'x Permits, except for such failures to comply, which singly or in the aggregate, would not, individually or in the aggregate, be reasonably likely to have a Xxxxxx'x Material Adverse Effect. Except as disclosed in the forms, reports, and documents required to be filed by Xxxxxx'x with the SEC filed prior to the date of this Agreement, the businesses of Xxxxxx'x and its Subsidiaries are not being conducted in violation of any Xxxxxx'x Gaming Law, except for possible violations which individually or in the aggregate do not and would not be reasonably likely to have a Xxxxxx'x Material Adverse Effect. Xxxxxx'x has received no notice of any investigation or review by any Governmental Entity under any Xxxxxx'x Gaming Law with respect to Xxxxxx'x or any of its Subsidiaries that is pending, and, to the best knowledge of Xxxxxx'x, no investigation or review is threa...
Compliance with Gaming Laws. All Securities shall be held subject to the restrictions and requirements of all applicable Gaming Laws. All Persons Owning or Controlling Securities shall comply with all applicable Gaming Laws, including any provisions of such Gaming Laws that require such Person to file applications for Gaming Licenses with, and provide information to, the applicable Gaming Authorities. Any Transfer of Securities may be subject to the prior approval of the Gaming Authorities and/or the Company or the applicable Affiliated Company, and any purported Transfer thereof in violation of such requirements shall be void ab initio.
Compliance with Gaming Laws. All Persons owning or controlling Equity Securities of the Corporation shall comply with all applicable Gaming Laws which apply to them in their capacity as owners or controllers of the Equity Interests, including any provisions of such Gaming Laws that require such Person to file applications for Gaming Licenses with, and provide information to, the applicable Gaming Authorities in respect of Gaming Licenses held or desired to be held by the Corporation or any Affiliated Companies, subject to any rights that such Persons may have under such Gaming Laws to seek waivers or similar relief from the applicable Gaming Authorities with respect to such requirements to file applications and provide information. Any purported transfer of Equity Interests in violation of Gaming Laws shall be void ab initio.
Compliance with Gaming Laws. Purchaser and its Licensing Affiliates hold all Gaming Licenses necessary to operate their respective gaming businesses, and such Gaming Licenses are in full force and effect and have not been revoked or suspended, and there has been no violation under such gaming licenses, except for such as would not reasonably be expected to have a material adverse effect on the ability of Purchaser to consummate the acquisition of the Membership Interest and the Convenience Store. Purchaser and its Licensing Affiliates have not: (i) applied for a casino, racing or other gaming license in any state or other jurisdiction and been denied; (ii) experienced any revocation or failure to renew any such license; or (iii) withdrawn or not applied for any such license or renewal after being informed orally or in writing by any Governmental Authority, that the Company would be denied such a license or renewal if it were applied for. Purchaser’s and its Licensing Affiliates’ respective directors, officers, employees and stockholders hold all governmental approvals (including all gaming licenses and other authorizations under Gaming Laws) necessary to carry on their respective businesses as now conducted, each of which is in full force and effect, and there has occurred no default, revocation or suspension under any such governmental approval.
Compliance with Gaming Laws. Incurrence of the Obligations by the Loan Parties under the Loan Documents complies with all applicable provisions of the Gaming Laws, subject to any informational filings or reports required by the Gaming Authorities and subject to the receipt of requisite Gaming Approvals for the pledges of Equity Interests of the Loan Parties that are or will be licensed by or registered with the Gaming Authorities and except for all Casino Licenses and Liquor Licenses to be obtained by the Loan Parties relating to the Project, which approvals and licenses shall be sought, diligently and in good faith by Borrower prior to the Opening Date.
Compliance with Gaming Laws. Other than routine matters in connection with updating of Licensing Affiliates’ disclosure obligations and matters in connection with obtaining Gaming Approvals, neither Buyer, its Affiliates, nor, to the Knowledge of Buyer, any Licensing Affiliate has received notice of any pending investigation or review by any Gaming Authority or other Governmental Entity with jurisdiction over any gaming operations of Buyer or its Affiliates with respect to Buyer, its Affiliates, any of the Licensing Affiliates or any of their respective officers, directors, key employees or Persons performing management functions similar to an officer and, other than routine matters in connection with updating of Licensing Affiliates’ disclosure obligations and matters in connection with obtaining Gaming Approvals, to the Knowledge of Buyer, (a) no investigation or review is threatened, (b) no Gaming Authority or other Governmental Entity with jurisdiction over any gaming operations of Buyer or its Affiliates has indicated any intention to conduct the same, and (c) there are no facts that, if known to a Gaming Authority or other Governmental Entity with jurisdiction over any gaming operations of Buyer or its Affiliates, will or would reasonably be expected to give rise to any inquiry or investigation, or to result in the revocation, limitation or suspension of a license issued to such Persons by an applicable Governmental Entity. Other than routine matters in connection with updating of Licensing Affiliates’ disclosure obligations and matters in connection with obtaining Gaming Approvals, neither Buyer, any of its Affiliates, nor, to the Knowledge of Buyer, any Licensed Party or director, officer, key employee or partner of a Licensed Party has suffered a suspension or revocation of any license issued to such Persons by an applicable Gaming Authority or other Governmental Entity with jurisdiction over any gaming operations of Buyer or its Affiliates.