Common use of Compliance with Gaming Laws Clause in Contracts

Compliance with Gaming Laws. (i) Each of the Licensed Parties, and, to Parent’s Knowledge, each of the Licensed Parties’ Management Principals, holds all Gaming Licenses 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”), except for such permits not held or in full force and effect as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement, 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 reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Each of the Licensed Parties and each of the Licensed Parties’ respective 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, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Neither Parent nor any of its Licensing Affiliates has received written notice with respect to any investigation or review by any Gaming Authority or other Governmental Entity of Parent or any of its Licensing Affiliates or Management Principals that is pending, and, to the Knowledge of Parent, no investigation or review is threatened, other than those investigations and reviews the outcome of which would not reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement.

Compliance with Gaming Laws. (ia) Each of the Licensed Parties, The Buyer Parties and, to ParentBuyer’s Knowledgeknowledge, each of the Licensed Parties’ Management Principals, holds hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities, including under the Gaming Licenses and all such permits as are Laws, necessary to conduct the business and operations of the Licensed Parties as currently conductedBuyer Parties, each of which is in full force and effect in all material respects (the “Parent Buyer Permits”), except for such permits not held or in full force and effect as Buyer Permits, the failure of which to hold would not, individually or in the aggregate, be reasonably be expected likely to prevent materially impair or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this AgreementClosing, and no event has occurred which that 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 Buyer Permit that currently is in effect, other than such Buyer Permits the loss revocation, non-renewal, modification, suspension, limitation or termination of which, either individually or in the aggregate, would be reasonably be expected likely to prevent materially impair or materially delay the ability of Parent or Merger Sub Closing. The Buyer Parties, and to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Each knowledge of the Licensed Parties and Buyer, each of the Licensed Parties’ respective Management Principals , is in compliance with the terms of the Parent Buyer Permits, except for such failures to comply which would notthat, individually or in the aggregate, would not be reasonably be expected likely to prevent materially impair or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this AgreementClosing. Neither Parent nor any of its Licensing Affiliates No Buyer Party has received written notice with respect to of any investigation or review by any Gaming Authority or other Governmental Entity of Parent under any Gaming Law with respect to such Buyer Party or any of its Licensing Affiliates or Management Principals that is pending, and, and to the Knowledge knowledge of Parentthe Buyer, no investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the same, other than those investigations and reviews the outcome of which would not be reasonably be expected likely to prevent materially impair or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this AgreementClosing.

Compliance with Gaming Laws. (i) Each of the Licensed PartiesParty with which Buyer associates and each such Licensed Party’s respective directors, andofficers, managers, key employees and Persons performing management functions similar to Parent’s Knowledge, each of the Licensed Parties’ Management Principals, holds officers or managers hold all Gaming Licenses and all such permits as are Approvals necessary to conduct the business and operations of the Licensed Parties as currently conductedBuyer and its Affiliates, each of which is in full force and effect in all material respects (the “Parent Buyer Permits”)) and, except for such permits not held or in full force and effect as would notto the knowledge of Buyer, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement, and no event has occurred which that 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 Buyer Permit that currently is in effect, the loss of which, either individually or in the aggregate, would reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Each of the Licensed Parties Party, and each of the Licensed Parties’ Party’s respective Management Principals is directors, officers, managers, key employees and Persons performing management functions similar to officers or managers are in compliance compliance, in all material respects, with the terms of the Parent Buyer Permits, except for such failures to comply which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Neither Parent nor Buyer nor, to the knowledge of Buyer, any of its Licensing Affiliates Affiliate has received written notice with respect to of any material investigation or review by any Gaming Authority or other Governmental Entity of Parent or with respect to Buyer, any of its Licensing Affiliates Affiliates, or Management Principals any of their respective officers, directors, managers, key employees or Persons performing management functions similar to an officer or manager, that is pending, and, to the Knowledge of Parentknowledge Buyer, (i) no material investigation or review is threatened, other than those investigations (ii) no Gaming Authority has indicated any intention to conduct the same and reviews the outcome of which (iii) there are no facts that, if known to a Gaming Authority, will or would not reasonably be expected to prevent give rise to any inquiry or materially delay investigation, or to result in the ability revocation, limitation or suspension of Parent a Buyer Permit. No Licensed Party or Merger Sub director, officer, manager, key employee or partner of a Licensed Party has (x) 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 consummate the transactions contemplated by this Agreement any violation or materially adversely affect the ability possible violation of, any Gaming Laws that did or would be reasonably likely to result in fines or penalties of Parent $50,000 or Merger Sub to perform their obligations under this Agreementmore, or (y) suffered a suspension or revocation of any Buyer Permit.

Compliance with Gaming Laws. (ia) Each of the Company Licensed Parties, and, and to Parentthe Company’s Knowledgeknowledge, each of the Company Licensed Parties’ respective directors, officers, managers, partners, members, principals, key employees and Persons performing management functions similar to those performed by officers, partners, or managers (collectively, “Company Management Principals”), holds all Gaming Licenses Approvals and all such permits Permits as are necessary to conduct the business and operations of the Company Licensed Parties as currently conducted, each of which is in full force and effect in all material respects (the “Parent Permits”), except for such permits not held or in full force and effect as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreementrespects, 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 be expected likely to prevent impair or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this AgreementClosing. Each of the Company Licensed Parties Parties, and to the knowledge of the Company, each of the Company Licensed Parties’ respective Company Management Principals Principals, is in compliance with the terms of the Parent such Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably be expected likely to prevent impair or materially delay the ability Closing. None of Parent the Company or Merger Sub to consummate the transactions contemplated by this Agreement its Subsidiaries, or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Neither Parent nor any of its their respective Company Licensing Affiliates Affiliates, has received written notice with respect to of any investigation or review by any Gaming Authority or other Governmental Entity of Parent Authority with respect to the Company, its Subsidiaries, or any of its their respective Company Licensing Affiliates or Company Management Principals that is pending, and, to the Knowledge knowledge of Parentthe Company, no investigation or review is threatened, nor has any Gaming Authority or other Governmental Authority indicated any intention to conduct the same, other than those investigations and reviews the outcome of which would not reasonably be expected to prevent impair or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this AgreementClosing.

Compliance with Gaming Laws. Mall II Owner acknowledges that H/C II Owner and Affiliates of H/C II Owner are businesses that are or may be subject to and exist because of privileged licenses issued by Gaming Authorities. Therefore, not less than thirty (i30) Each days prior to entering into any Proposed Lease, Mall II Owner shall notify H/C II Owner of its intention to enter into such Proposed Lease. If the Licensed PartiesProposed Tenant is a corporation, andMall II Owner shall require such Proposed Tenant to disclose to Mall II Owner and H/C II Owner the names of all of its officers and directors. Unless it is a publicly traded corporation on a national stock exchange, the Proposed Tenant shall disclose to Parent’s Knowledge, each of Mall II Owner and H/C II Owner all direct and indirect ownership interests in the Licensed Parties’ Management Principals, holds all Gaming Licenses Proposed Tenant and all such permits as are necessary lenders or sources of financing. If requested to conduct do so by H/C II Owner, Mall II Owner shall require a Proposed Tenant to obtain any license, qualification, clearance or the business and operations of the Licensed Parties as currently conducted, each of like which is in full force and effect in all material respects (the “Parent Permits”), except for such permits not held shall be requested or in full force and effect as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement, 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 required of any Parent Permit that currently is in effect, the loss of which, either individually or in the aggregate, would reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Each of the Licensed Parties and each of the Licensed Parties’ respective 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, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Neither Parent nor any of its Licensing Affiliates has received written notice with respect to any investigation or review Proposed Tenant by any Gaming Authority or other Governmental Entity any regulatory authority having jurisdiction over H/C II Owner or any Affiliate of Parent H/C II Owner. If a Proposed Tenant fails to satisfy such requirement or if H/C II Owner or any Affiliate of H/C II Owner is directed not to involve itself in business with a Proposed Tenant by any such authority, or if H/C II Owner shall in good faith determine, in H/C II Owner's good-faith judgment, that a Proposed Tenant, or any of its Licensing Affiliates officers, directors, employees, agents, designees or Management Principals that representatives, or a partner, owner, member, or shareholder, or any lender or financial participant (a) is pendingor might be engaged in, andor is about to be engaged in, to the Knowledge of Parentany activity or activities, no investigation or review (b) was or is threatenedinvolved in any relationship, other than those investigations and reviews the outcome either of which would could or does jeopardize H/C II Owner's business, reputation or such licenses, or those of its Affiliates, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, then Mall II Owner, at H/C II Owner's direction, shall not reasonably enter into the Proposed Lease with the Proposed Tenant. Any Lease entered into in violation of this Section C.10 of Article IV shall be expected to prevent or materially delay the ability deemed null and void and of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreementno force and effect.

Compliance with Gaming Laws. Mall I Owner acknowledges that H/C I Owner and Affiliates of H/C I Owner are businesses that are or may be subject to and exist because of privileged licenses issued by Gaming Authorities. Therefore, not less than thirty (i30) Each days prior to entering into any Lease (a "Proposed Lease"), Mall I Owner shall notify H/C I Owner of its intention to enter into such Proposed Lease. If the Licensed Partiestenant under such Proposed Lease (the "Proposed Tenant") is a corporation, andMall I Owner shall require such Proposed Tenant to disclose to Mall I Owner and H/C I Owner the names of all of its officers and directors. Unless it is a publicly traded corporation on a national stock exchange, the Proposed Tenant shall disclose to Parent’s Knowledge, each of Mall I Owner and H/C I Owner all direct and indirect ownership interests in the Licensed Parties’ Management Principals, holds all Gaming Licenses Proposed Tenant and all such permits as are necessary lenders or sources of financing. If requested to conduct do so by H/C I Owner, Mall I Owner shall require a Proposed Tenant to obtain any license, qualification, clearance or the business and operations of the Licensed Parties as currently conducted, each of like which is in full force and effect in all material respects (the “Parent Permits”), except for such permits not held shall be requested or in full force and effect as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement, 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 required of any Parent Permit that currently is in effect, the loss of which, either individually or in the aggregate, would reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Each of the Licensed Parties and each of the Licensed Parties’ respective 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, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Neither Parent nor any of its Licensing Affiliates has received written notice with respect to any investigation or review Proposed Tenant by any Gaming Authority or other Governmental Entity any regulatory authority having jurisdiction over H/C I Owner or any Affiliate of Parent H/C I Owner. If a Proposed Tenant fails to satisfy such requirement or if H/C I Owner or any Affiliate of H/C I Owner is directed not to involve itself in business with a Proposed Tenant by any such authority, or if H/C I Owner shall in good faith determine, in H/C I Owner's good-faith judgment, that a Proposed Tenant, or any of its Licensing Affiliates officers, directors, employees, agents, designees or Management Principals that representatives, or a partner, owner, member, or shareholder, or any lender or financial participant (a) is pendingor might be engaged in, andor is about to be engaged in, to the Knowledge of Parentany activity or activities, no investigation or review (b) was or is threatenedinvolved in any relationship, other than those investigations and reviews the outcome either of which would could or does jeopardize H/C I Owner's business, reputation or such licenses, or those of its Affiliates, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, then Mall I Owner, at H/C I Owner's direction, shall not reasonably enter into the Proposed Lease with the Proposed Tenant. Any Lease entered into in violation of this Section B.11 of Article IV shall be expected to prevent or materially delay the ability deemed null and void and of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreementno force and effect.

Compliance with Gaming Laws. (i) Each Other than routine matters in connection with updating of the Licensed PartiesLicensing Affiliates’ disclosure obligations and matters in connection with obtaining Gaming Approvals, andneither Buyer, its Affiliates, nor, to Parent’s Knowledgethe Knowledge of Buyer, each of the Licensed Parties’ Management Principals, holds all Gaming Licenses 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”), except for such permits not held or in full force and effect as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement, and no event any Licensing Affiliate has occurred which permits, or upon the giving of received 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 reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Each of the Licensed Parties and each of the Licensed Parties’ respective 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, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Neither Parent nor any of its Licensing Affiliates has received written notice with respect to any pending investigation or review by any Gaming Authority or other Governmental Entity with jurisdiction over any gaming operations of Parent Buyer or its Affiliates with respect to Buyer, its Affiliates, any of the Licensing Affiliates or any of its 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 or Management Principals that is pending, andAffiliates’ disclosure obligations and matters in connection with obtaining Gaming Approvals, to the Knowledge of ParentBuyer, (a) no investigation or review is threatened, (b) no Gaming Authority or other than those investigations Governmental Entity with jurisdiction over any gaming operations of Buyer or its Affiliates has indicated any intention to conduct the same, and reviews the outcome (c) there are no facts that, if known to a Gaming Authority or other Governmental Entity with jurisdiction over any gaming operations of which Buyer or its Affiliates, will or would not reasonably be expected to prevent give rise to any inquiry or materially delay investigation, or to result in the ability revocation, limitation or suspension of Parent 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 Merger Sub director, officer, key employee or partner of a Licensed Party has suffered a suspension or revocation of any license issued to consummate the transactions contemplated such Persons by this Agreement an applicable Gaming Authority or materially adversely affect the ability other Governmental Entity with jurisdiction over any gaming operations of Parent Buyer or Merger Sub to perform their obligations under this Agreementits Affiliates.

Compliance with Gaming Laws. (i) Each of the Licensed Parties, and, to ParentTo Buyer’s Knowledgeknowledge, each of Licensed Party and their respective directors, officers, key employees and Persons performing management functions similar to officers hold (or are reasonably anticipated to obtain and hold prior to the Licensed Parties’ Management Principals, holds Closing Date) all Gaming Licenses and all such permits as are Approvals necessary to conduct the business and operations of the Licensed Parties as currently conductedBuyer and its Affiliates, each of which is (or will be on the Closing Date) in full force and effect in all material respects (the “Parent Buyer Permits”)) and, except for such permits not held or in full force and effect as would notto the knowledge of Buyer, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement, 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 Buyer Permit that currently is in effect, the loss of which, either individually or in the aggregate, would reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Each of the Licensed Parties Party, and to Buyer’s knowledge, each of the Licensed Parties’ their respective Management Principals is directors, officers, key employees and Persons performing management functions similar to officers are in compliance compliance, in all material respects, with the terms of the Parent Buyer Permits, except for such failures to comply which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Neither Parent nor Buyer nor, to the knowledge of Buyer, any of its Licensing Affiliates Affiliate has received written notice with respect to of any investigation or review by any Gaming Authority or other Governmental Entity of Parent or with respect to Buyer, any of its Licensing Affiliates Affiliates, or Management Principals any of their respective officers, directors, key employees or Persons performing management functions similar to an officer, that is pending, and, to the Knowledge knowledge of ParentBuyer, (i) no investigation or review is threatened, other nor (ii) has any Gaming Authority indicated any intention to conduct the same. Other than those investigations and reviews routine matters in connection with the outcome updating of Licensing Affiliates’ disclosure obligations in the State of Nevada, neither Buyer, nor, to the knowledge of Buyer, any Licensed Party or director, officer, key employee or partner of a Licensed Party has (i) 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 Gaming Laws which did or would not be reasonably be expected likely to prevent result in fines or materially delay the ability penalties of Parent $50,000 or Merger Sub to consummate the transactions contemplated by this Agreement more, or materially adversely affect the ability (ii) suffered a suspension or revocation of Parent or Merger Sub to perform their obligations under this Agreementany Buyer Permit.

Compliance with Gaming Laws. (i) Each of the Licensed Parties, and, to Parent’s Knowledge, each of the Licensed Parties’ Management Principals, holds all Gaming Licenses 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”), except for such permits not held or in full force and effect as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement, 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 reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Each of the Licensed Parties and each of the Licensed Parties’ respective 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, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Neither Parent nor any of its Licensing Affiliates has received written notice Solely with respect to the businesses of Buyer Parent and its subsidiaries, other than routine matters in connection with updating of Licensing Affiliates’ disclosure obligations in the States of Rhode Island and Colorado and matters in connection with obtaining Gaming Approvals, as of the Signing Date, 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 respect to Buyer, Buyer Parent and each of Parent their respective Affiliates, any of the Licensing Affiliates, or any of its Licensing Affiliates their respective officers, directors, key employees or Management Principals that is pending, and, Persons performing management functions similar to an officer. To the Knowledge of ParentBuyer, as of the Signing Date, (a) no such investigation or review is threatened, other than those investigations (b) no Gaming Authority has indicated any intention to conduct the same, and reviews the outcome of which (c) there are no facts that, if known to a Gaming Authority, will or would not reasonably be expected to prevent give rise to any inquiry or materially delay investigation, or to result in the ability revocation, limitation or suspension of a license issued to such Persons by an applicable Gaming Authority. Solely with respect to the businesses of Buyer Parent and its subsidiaries, other than routine matters in connection with updating of Licensing Affiliates’ disclosure obligations in the States of Rhode Island and Colorado and matters in connection with obtaining Gaming Approvals, as of the Signing Date, neither Buyer, any of its Affiliates, nor, to the Knowledge of Buyer, any Licensed Party or Merger Sub director, officer, key employee or partner of a Licensed Party has suffered a suspension or revocation of any license issued to consummate the transactions contemplated such Persons by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreementan applicable Gaming Authority.

Compliance with Gaming Laws. Each Licensed Party and their respective directors, officers, key employees and Persons performing management functions similar to officers hold (ior are reasonably anticipated to obtain and hold prior to the Closing Date) Each of the Licensed Parties, and, to Parent’s Knowledge, each of the Licensed Parties’ Management Principals, holds all Gaming Licenses and all such permits as are Approvals necessary to conduct the business and operations of the Licensed Parties as currently conductedBuyer and its Affiliates, each of which is (or will be on the Closing Date) in full force and effect in all material respects (the “Parent Buyer Permits”)) and, except for such permits not held or in full force and effect as would notto the knowledge of Buyer, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement, 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 Buyer Permit that currently is in effect, the loss of which, either individually or in the aggregate, would reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Each of the Licensed Parties Party, and to Buyer’s knowledge, each of the Licensed Parties’ their respective Management Principals is directors, officers, key employees and Persons performing management functions similar to officers are in compliance compliance, in all material respects, with the terms of the Parent Buyer Permits. Except as set forth in Section 5.5 of the Buyer Disclosure Letter, except for such failures neither Buyer nor, to comply which would notthe knowledge of Buyer, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Neither Parent nor any of its Licensing Affiliates Affiliate has received written notice with respect to of any investigation or review by any Gaming Authority or other Governmental Entity of Parent or with respect to Buyer, any of its Licensing Affiliates Affiliates, or Management Principals any of their respective officers, directors, key employees or Persons performing management functions similar to an officer, that is pending, and, to the Knowledge knowledge of ParentBuyer, (i) no investigation or review is threatened, other than those investigations and reviews nor (ii) has any Gaming Authority indicated any intention to conduct the outcome same. Neither Buyer, nor, to the knowledge of Buyer, any of its Licensing Affiliates or director, officer, key employee or partner of a Licensed Party has (i) 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 Gaming Laws which did or would not be reasonably be expected likely to prevent result in fines or materially delay the ability penalties of Parent $50,000 or Merger Sub to consummate the transactions contemplated by this Agreement more, or materially adversely affect the ability (ii) suffered a suspension or revocation of Parent or Merger Sub to perform their obligations under this Agreementany Buyer Permit.

Compliance with Gaming Laws. Mall I Owner acknowledges that H/C I Owner and Affiliates of H/C I Owner are businesses that are or may be subject to and exist because of privileged licenses issued by Gaming Authorities. Therefore, not less than thirty (i30) Each days prior to entering into any Lease (a "PROPOSED LEASE"), Mall I Owner shall notify H/C I Owner of its intention to enter into such Proposed Lease. If the Licensed Partiestenant under such Proposed Lease (the "PROPOSED TENANT") is a corporation, andMall I Owner shall require such Proposed Tenant to disclose to Mall I Owner and H/C I Owner the names of all of its officers and directors. Unless it is a publicly traded corporation on a national stock exchange, the Proposed Tenant shall disclose to Parent’s Knowledge, each of Mall I Owner and H/C I Owner all direct and indirect ownership interests in the Licensed Parties’ Management Principals, holds all Gaming Licenses Proposed Tenant and all such permits as are necessary lenders or sources of financing. If requested to conduct do so by H/C I Owner, Mall I Owner shall require a Proposed Tenant to obtain any license, qualification, clearance or the business and operations of the Licensed Parties as currently conducted, each of like which is in full force and effect in all material respects (the “Parent Permits”), except for such permits not held shall be requested or in full force and effect as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement, 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 required of any Parent Permit that currently is in effect, the loss of which, either individually or in the aggregate, would reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Each of the Licensed Parties and each of the Licensed Parties’ respective 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, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. Neither Parent nor any of its Licensing Affiliates has received written notice with respect to any investigation or review Proposed Tenant by any Gaming Authority or other Governmental Entity any regulatory authority having jurisdiction over H/C I Owner or any Affiliate of Parent H/C I Owner. If a Proposed Tenant fails to satisfy such requirement or if H/C I Owner or any Affiliate of H/C I Owner is directed not to involve itself in business with a Proposed Tenant by any such authority, or if H/C I Owner shall in good faith determine, in H/C I Owner's good-faith judgment, that a Proposed Tenant, or any of its Licensing Affiliates officers, directors, employees, agents, designees or Management Principals that representatives, or a partner, owner, member, or shareholder, or any lender or financial participant (a) is pendingor might be engaged in, andor is about to be engaged in, to the Knowledge of Parentany activity or activities, no investigation or review (b) was or is threatenedinvolved in any relationship, other than those investigations and reviews the outcome either of which would could or does jeopardize H/C I Owner's business, reputation or such licenses, or those of its Affiliates, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, then Mall I Owner, at H/C I Owner's direction, shall not reasonably enter into the Proposed Lease with the Proposed Tenant. Any Lease entered into in violation of this Section B.12 of Article IV shall be expected to prevent or materially delay the ability deemed null and void and of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreementno force and effect.