Compliance with Gaming Laws. (a) Each of Harveys and its Subsidiaries, and each of their respective directors (but with respect to non-employee directors, only to Harveys' best knowledge), officers, persons performing management functions similar to officers and, to Harveys' best knowledge, 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 Harveys 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 operations of Harveys 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 Harveys Material Adverse Effect (the "Harveys 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 Harveys Permit that currently is in effect the loss of which either individually or in the aggregate would be reasonably likely to have a Harveys Material Adverse Effect. Each of Harveys and its Subsidiaries, and each of their respective directors (but with respect to non-employee directors, only to Harveys' best knowledge), officers, persons performing management functions similar to officers and, to Harveys' best knowledge, partners, are in compliance with the terms of the Harveys 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 Harveys Material Adverse Effect. Except as disclosed in the Harveys SEC Reports filed prior to the date of this Agreement, the businesses of Harveys and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental Entity (including, without limitation, any Harveys Gaming Laws), except for possible violations which individually or in the aggregate do not and would not be reasonably likely to have a Harveys Material Adverse Effect. Harveys has received no notice of any investigation or review by any Governmental Entity with respect to Harveys or any of its Subsidiaries that is pending, and, to the best knowledge of Harveys, 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 Harveys Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Harveys Casino Resorts), Stock Purchase Agreement (Harrahs Entertainment Inc)
Compliance with Gaming Laws. (a) Each of Harveys Xxxxxx'x and its Subsidiaries, and each of their respective directors (but with respect to non-employee directors, only to HarveysXxxxxx'x' best knowledge), officers, persons performing management functions similar to officers and, to HarveysXxxxxx'x' best knowledge, partners 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 Harveys the Xxxxxx'x 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), Laws necessary to conduct the business and operations of Harveys 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 Harveys Xxxxxx'x Material Adverse Effect (the "Harveys 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 Harveys 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 Harveys Xxxxxx'x Material Adverse Effect. Each of Harveys Xxxxxx'x and its Subsidiaries, and each of their respective directors (but with respect to non-employee directors, only to HarveysXxxxxx'x' best knowledge), officers, persons performing management functions similar to officers and, to HarveysXxxxxx'x' best knowledge, partners, are in compliance with the terms of the Harveys 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 Harveys Xxxxxx'x Material Adverse Effect. Except as disclosed in the Harveys forms, reports, and documents required to be filed by Xxxxxx'x with the SEC Reports filed prior to the date of this Agreement, the businesses of Harveys Xxxxxx'x and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental Entity (including, without limitation, any Harveys Xxxxxx'x Gaming Laws)Law, except for possible violations which individually or in the aggregate do not and would not be reasonably likely to have a Harveys Xxxxxx'x Material Adverse Effect. Harveys Xxxxxx'x has received no notice of any investigation or review by any Governmental Entity under any Xxxxxx'x Gaming Law with respect to Harveys Xxxxxx'x or any of its Subsidiaries that is pending, and, to the best knowledge of HarveysXxxxxx'x, 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 Harveys Xxxxxx'x Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Harveys Casino Resorts), Stock Purchase Agreement (Harrahs Entertainment Inc)
Compliance with Gaming Laws. (a) Each of Harveys Harrah's and its Subsidiaries, and each axx xxxx of their respective directors (but with respect to non-employee directors, only to HarveysHarrah's' best knowledge), officersofficxxx, persons xxxsons performing management functions similar to officers and, to HarveysHarrah's' best knowledge, partners hold partnexx, xxxx all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including all authorizations under Harveys the Harrah's 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), Laws necessary to conduct tx xxxxxxt the business and operations of Harveys Harrah's and each of its SubsidiariesSubsidixxxxx, each xach 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 Harveys Harrah's Material Adverse Effect (the xxx "Harveys Xarrah's Permits") and no event has occurred xxx xxxxrred 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 Harveys Harrah's Permit that currently is in effect ix xx xxxect the loss of which either individually or in the aggregate would be reasonably likely to have a Harveys Harrah's Material Adverse Effect. Each Xxxx of Harveys Harrah's and its Subsidiaries, and each axx xxxx of their respective directors (but with respect to non-non- employee directors, only to HarveysHarrah's' best knowledge), officersofficxxx, persons xxxsons performing management functions similar to officers and, to HarveysHarrah's' best knowledge, partnerspartnexx, are xxx in compliance with the terms of the Harveys Harrah's Permits, except for such failures sucx xxxxxxes to comply, which singly or in the aggregate, would not, individually or in the aggregate, be reasonably likely to have a Harveys Harrah's Material Adverse Effect. Except Xxxxxt as disclosed in the Harveys forms, reports, and documents required to be filed by Harrah's with the SEC Reports since Januxxx 0, 0995 and filed prior to the date of this Agreement, the businesses of Harveys Harrah's and its Subsidiaries are not being arx xxx xxing conducted in violation of any law, ordinance or regulation of any Governmental Entity (including, without limitation, any Harveys Harrah's Gaming Laws)Law, except for possible xxxxxxxx violations which individually or in the aggregate do not and would not be reasonably likely to have a Harveys Harrah's Material Adverse Effect. Harveys has received no notice of any investigation Xx xxvestigation or review by any Governmental Entity under any Harrah's Gaming Law with respect to Harveys xx Xxxxah's or any of its Subsidiaries that is pendingSubsidiarxxx xx xending, andor, to the best knowledge of HarveysHarrah's, no investigation or review is threatened, nor has any Governmental anx Xxxxxxmental 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 Harveys Harrah's Material Adverse Effect.
Appears in 1 contract
Compliance with Gaming Laws. (a) Each of Harveys Xxxxxx'x and its Subsidiaries, and each of their respective directors (but with respect to non-employee directors, only to HarveysXxxxxx'x' best knowledge), officers, persons performing management functions similar to officers and, to HarveysXxxxxx'x' best knowledge, partners 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 Harveys the Xxxxxx'x 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), Laws necessary to conduct the business and operations of Harveys 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 Harveys Xxxxxx'x Material Adverse Effect (the "Harveys 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 Harveys 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 Harveys Xxxxxx'x Material Adverse Effect. Each of Harveys Xxxxxx'x and its Subsidiaries, and each of their respective directors (but with respect to non-employee directors, only to HarveysXxxxxx'x' best knowledge), officers, persons performing management functions similar to officers and, to HarveysXxxxxx'x' best knowledge, partners, are in compliance with the terms of the Harveys 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 Harveys Xxxxxx'x Material Adverse Effect. Except as disclosed in the Harveys forms, reports, and documents required to be filed by Xxxxxx'x with the SEC Reports since January 1, 1995 and filed prior to the date of this Agreement, the businesses of Harveys Xxxxxx'x and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental Entity (including, without limitation, any Harveys Xxxxxx'x Gaming Laws)Law, except for possible violations which individually or in the aggregate do not and would not be reasonably likely to have a Harveys Xxxxxx'x Material Adverse Effect. Harveys has received no notice of any No investigation or review by any Governmental Entity under any Xxxxxx'x Gaming Law with respect to Harveys Xxxxxx'x or any of its Subsidiaries that is pending, andor, to the best knowledge of HarveysXxxxxx'x, 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 Harveys Xxxxxx'x Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc)