Common use of Conditions to Obligations of Purchaser and Sellers Clause in Contracts

Conditions to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver (to the extent permitted by applicable Law), prior to or at the Closing, of each of the following conditions: (a) The Bankruptcy Court shall have entered the Sale Approval Order and the Sale Procedures Order on terms acceptable to the Parties and reasonably acceptable to the UAW, and each shall be a Final Order and shall not have been vacated, stayed or reversed; provided, however, that the conditions contained in this Section 7.1(a) shall be satisfied notwithstanding the pendency of an appeal if the effectiveness of the Sale Approval Order has not been stayed. (b) No Order or Law of a United States Governmental Authority shall be in effect that declares this Agreement invalid or unenforceable or that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement. (c) Sponsor shall have delivered, or caused to be delivered to Sellers and Purchaser an equity registration rights agreement, substantially in the form attached hereto as Exhibit O (the “Equity Registration Rights Agreement”), duly executed by Sponsor. (d) Canada shall have delivered, or caused to be delivered to Sellers and Purchaser the Equity Registration Rights Agreement, duly executed by Canada. (e) The Canadian Debt Contribution shall have been consummated. (f) The New VEBA shall have delivered, or caused to be delivered to Sellers and Purchaser, the Equity Registration Rights Agreement, duly executed by the New VEBA. (g) Purchaser shall have received (i) consents from Governmental Authorities,

Conditions to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver (to the extent permitted by applicable Law), prior to or at the Closing, of each of the following conditions: (a) The Bankruptcy Court shall have entered the Sale Approval Order and the Sale Procedures Order on terms acceptable to the Parties and reasonably acceptable to the UAW, and each shall be a Final Order and shall not have been vacated, stayed or reversed; provided, however, that the conditions contained in this Section 7.1(a) shall be satisfied notwithstanding the pendency of an appeal if the effectiveness of the Sale Approval Order has not been stayed. (b) No Order or Law of a United States Governmental Authority shall be in effect that declares this Agreement invalid or unenforceable or that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement. (c) Sponsor shall have delivered, or caused to be delivered to Sellers and Purchaser an equity registration rights agreement, substantially in the form attached hereto as Exhibit O M (the “Equity Registration Rights Agreement”), duly executed by Sponsor. (d) Canada shall have delivered, or caused to be delivered to Sellers and Purchaser the Equity Registration Rights Agreement, duly executed by Canada. (e) The Canadian Debt Contribution shall have been consummated. (f) The New VEBA shall have delivered, or caused to be delivered to Sellers and Purchaser, the Equity Registration Rights Agreement, duly executed by the New VEBA. (g) Purchaser shall have received (i) consents from Governmental Authorities,

Conditions to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement hereby are subject to the fulfillment or written waiver (to the extent permitted by applicable Law), prior to or at the Closing, of each satisfaction of the following conditions, any one or more of which may be waived (unless expressly noted to the contrary herein) in writing by such parties: (a) The Bankruptcy Court All waiting periods under the HSR Act applicable to transactions contemplated hereby shall have entered the Sale Approval Order and the Sale Procedures Order on terms acceptable to the Parties and reasonably acceptable to the UAW, and each shall be a Final Order and shall not have expired or been vacated, stayed or reversedterminated; provided, however, that the conditions contained same shall not be a condition for the benefit of Purchaser to the extent of any contributing delay by Purchaser in this Section 7.1(a) shall be satisfied notwithstanding the pendency of an appeal if the effectiveness of the Sale Approval Order has not been stayedperforming its obligations hereunder. (b) No Order There shall not be (i) in force any order or Law of a United States Governmental Authority shall be in effect that declares this Agreement invalid decree, statute, rule or unenforceable regulation restraining, enjoining or that restrains, enjoins or otherwise prohibits prohibiting the consummation of the transactions contemplated hereby, or (ii) any material suit or proceeding by a Governmental Authority to restrain or enjoin the consummation of the transactions contemplated hereby or to nullify or render ineffective this AgreementAgreement if consummated; provided, however, that the parties shall use their commercially reasonable efforts to prevent any such event described in clauses (i) and (ii) (including appealing any adverse decision); and provided, further, that no injunction based on Purchaser's alleged unsuitability as a landlord or as the holder of a gaming license shall excuse Purchaser's performance hereunder. The parties acknowledge that the entire risk of obtaining the Licenses and any findings as to landlord suitability rests with Purchaser. (c) Sponsor The Outside Date shall not have deliveredpassed, or caused except that the same shall not be a condition for the benefit of Purchaser to be delivered to Sellers and the extent of any contributory delay by Purchaser an equity registration rights agreement, substantially in the form attached hereto as Exhibit O (the “Equity Registration Rights Agreement”), duly executed by Sponsorperforming its obligations hereunder. (d) Canada shall have delivered, or caused to be delivered to Sellers and Purchaser the Equity Registration Rights Agreement, duly executed by Canada. (e) The Canadian Debt Contribution shall have been consummated. (f) The New VEBA shall have delivered, or caused to be delivered to Sellers and Purchaser, the Equity Registration Rights Agreement, duly executed by the New VEBA. (g) Purchaser shall have received (i) consents from Governmental Authorities,

Conditions to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver (to the extent permitted by applicable Law), prior to or at the Closing, of each of the following conditions: (a) The Bankruptcy Court shall have entered the Sale Approval Order and the Sale Procedures Order on terms acceptable to the Parties and reasonably acceptable to the UAW, and each shall be a Final Order and shall not have been vacated, stayed or reversed; provided, however, that the conditions contained in this Section 7.1(a) shall be satisfied notwithstanding the pendency of an appeal if the effectiveness of the Sale Approval Order has not been stayed. (b) No Order or Law of a United States Governmental Authority shall be in effect that declares this Agreement invalid or unenforceable or that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement. (c) Sponsor shall have delivered, or caused to be delivered to Sellers and Purchaser an equity registration rights agreement, substantially in the form attached hereto as Exhibit O M (the “Equity Registration Rights Agreement”), duly executed by Sponsor. (d) Canada shall have delivered, or caused to be delivered to Sellers and Purchaser the Equity Registration Rights Agreement, duly executed by Canada. (e) The Canadian Debt Contribution shall have been consummated. (f) The New VEBA shall have delivered, or caused to be delivered to Sellers and Purchaser, the Equity Registration Rights Agreement, duly executed by the New VEBA. (g) Purchaser shall have received (i) consents from Governmental Authorities,, (ii) Permits and (iii) consents from non-Governmental Authorities, in each case with respect to the transactions contemplated by this Agreement and the ownership and operation of the Purchased Assets and Assumed Liabilities by Purchaser from and after the Closing, sufficient in the aggregate to permit Purchaser to own and operate the Purchased Assets and Assumed Liabilities from and after the Closing in substantially the same manner as owned and operated by Sellers immediately prior to the Closing (after giving effect to (A) the implementation of the Viability Plans; (B) Parent’s announced shutdown, which began in May 2009; and (C) the Bankruptcy Cases (or any other bankruptcy, insolvency or similar proceeding filed by or in respect of any Subsidiary of Parent). (h) Sellers shall have executed and delivered definitive financing agreements restructuring the Wind Down Facility in accordance with the provisions of Section 6.9(b).

Conditions to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver (to the extent permitted by applicable Law), prior to or at the Closing, of each of the following conditions: (a) The Bankruptcy Court shall have entered the Sale Approval Order and the Sale Procedures Order on terms acceptable to the Parties and reasonably acceptable to the UAW, and each shall be a Final Order and shall not have been vacated, stayed or reversed; provided, however, that the conditions contained in this Section 7.1(a) shall be satisfied notwithstanding the pendency of an appeal if the effectiveness of the Sale Approval Order has not been stayed. (b) No Order or Law of a United States Governmental Authority shall be in effect that declares this Agreement invalid or unenforceable or that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement. (c) Sponsor shall have delivered, or caused to be delivered to Sellers and Purchaser an equity registration rights agreement, substantially in the form attached hereto as Exhibit O (the “Equity Registration Rights Agreement”), duly executed by Sponsor. (d) Canada shall have delivered, or caused to be delivered to Sellers and Purchaser the Equity Registration Rights Agreement, duly executed by Canada. (e) The Canadian Debt Contribution shall have been consummated. (f) The New VEBA shall have delivered, or caused to be delivered to Sellers and Purchaser, the Equity Registration Rights Agreement, duly executed by the New VEBA. (g) Purchaser shall have received (i) consents from Governmental Authorities,, (ii) Permits and (iii) consents from non-Governmental Authorities, in each case with respect to the transactions contemplated by this Agreement and the ownership and operation of the Purchased Assets and Assumed Liabilities by Purchaser from and after the Closing, sufficient in the aggregate to permit Purchaser to own and operate the Purchased Assets and Assumed Liabilities from and after the Closing in substantially the same manner as owned and operated by Sellers immediately prior to the Closing (after giving effect to (A) the implementation of the Viability Plans; (B) Parent’s announced shutdown, which began in May 2009; and (C) the Bankruptcy Cases (or any other bankruptcy, insolvency or similar proceeding filed by or in respect of any Subsidiary of Parent). (h) Sellers shall have executed and delivered definitive financing agreements restructuring the Wind Down Facility in accordance with the provisions of Section 6.9(b).