Common use of Filings; Other Actions; Notifications Clause in Contracts

Filings; Other Actions; Notifications. (a) Subject to the terms and conditions of this Agreement, Seller and Buyer shall cooperate with each other and use (and shall cause their respective subsidiaries, and Seller’s and Buyer’s and their respective subsidiaries’ respective directors, managers, officers, stockholders, members and employees, to use) their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to satisfy the closing conditions set forth in Article VII as soon as reasonably practicable, including promptly preparing and filing, as practicable, all documentation to effect all necessary notices, reports and other filings and to promptly obtain and maintain all consents, registrations, approvals, Permits and authorizations necessary to be obtained from any third party and/or any Governmental Authority (including any Gaming Authority) in order to consummate the transactions contemplated by this Agreement (which shall include a jointly prepared detailed change-over memorandum in such form as may be required by any Gaming Authorities and submit it to the Gaming Authorities with sufficient time to allow their review and approval prior to the Second Closing Date); provided, that without limiting the generality of the foregoing, Buyer shall submit all applicable initial applications and filings required under Gaming Laws to the relevant Gaming Authorities within forty-five (45) days after the date of this Agreement. Seller and Buyer shall cooperate with each other and use (and shall cause their respective subsidiaries, and Seller’s and Buyer’s and their respective subsidiaries’ respective directors, managers, officers, stockholders, members and employees, to use) their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to submit and diligently pursue approval and execution by NDOT of the Tenth Amendment to Highway Lease and Consent to Assignment and Encumbrance of Lease for Security in substantially the form agreed upon by Buyer and Seller prior to the execution of this Agreement. Buyer and its Representatives and Affiliates shall act diligently and promptly to pursue such Gaming Approvals and other applicable Permits or approvals from any Governmental Authority in connection with the making of all filings and submissions required hereby. Buyer shall use commercially reasonable efforts to schedule and attend any hearings or meetings with Government Authorities required to obtain the Gaming Approvals and other applicable Permits or approvals as promptly as possible. Subject to applicable Laws relating to the exchange of information, Buyer and Seller shall have the right to review in advance and, to the extent practicable and upon the request of the other, each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Buyer or Seller, as the case may be, and any of their respective subsidiaries, that appears in any filing made with, or written communication or materials submitted to, any third party and/or any Governmental Authority (including any Government Antitrust/Gaming Entity) in connection with the transactions contemplated by this Agreement, provided, that in no event will Buyer or Seller be entitled to review confidential or privileged information of the other (or one of their Affiliates). Notwithstanding anything herein to the contrary, Buyer shall determine the strategy to be pursued for obtaining, and lead any efforts to obtain, all necessary actions or nonactions with respect to consents, registrations, approvals, Permits and authorizations from any Governmental Authority necessary to consummate the transactions contemplated by this Agreement; provided, that Buyer agrees to take into consideration Seller’s reasonable views, suggestions and comments regarding such strategy and efforts. Nothing in this Agreement shall require a Party or its subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon First Closing, as to requirements relating to Buyer’s acquisition of the Smooth Bourbon Interest, or the Second Closing, as to requirements relating to Buyer’s acquisition of the Nugget Sparks Interest.

Filings; Other Actions; Notifications. (a1) Subject to the terms and conditions of set forth in this Agreement, Seller and Buyer the Parties shall cooperate with each other and use (and shall cause their respective subsidiaries, and Seller’s and Buyer’s and their respective subsidiaries’ respective directors, managers, officers, stockholders, members and employees, Subsidiaries to use) their respective commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable to consummate and make effective the Transactions as soon as reasonably practicable, including, subject to the provisions of this Section 4.2, preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Entity in order to consummate the Transactions, including the Required Regulatory Approvals. To the extent requested by the Parent, the Company shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws Law to satisfy the closing conditions set forth in Article VII obtain as soon promptly as reasonably practicable, including promptly preparing practicable all third party consents under Contracts of the Company and filing, as practicable, all documentation to effect all its Subsidiaries that are necessary notices, reports and other filings and to promptly obtain and maintain all consents, registrations, approvals, Permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority (including any Gaming Authority) in order to consummate the transactions contemplated by this Agreement (which shall include a jointly prepared detailed change-over memorandum in such form as may be required by any Gaming Authorities and submit it to Transactions; provided that the Gaming Authorities with sufficient time to allow their review and approval prior to the Second Closing Date); provided, that without limiting the generality of the foregoing, Buyer shall submit all applicable initial applications and filings required under Gaming Laws to the relevant Gaming Authorities within forty-five (45) days after the date of this Agreement. Seller and Buyer Parent shall cooperate with each other and use (and shall cause their respective subsidiariesthe Company in identifying, and Seller’s and Buyer’s and their respective subsidiaries’ respective directors, managers, officers, stockholders, members and employees, to use) their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to submit and diligently pursue approval and execution by NDOT of the Tenth Amendment to Highway Lease and Consent to Assignment and Encumbrance of Lease for Security in substantially the form agreed upon by Buyer and Seller prior to the execution of this Agreement. Buyer and its Representatives and Affiliates shall act diligently and promptly to pursue extent reasonably requested by the Company, obtaining such Gaming Approvals and other applicable Permits or approvals from any Governmental Authority in connection with the making of all filings and submissions required hereby. Buyer shall use commercially reasonable efforts to schedule and attend any hearings or meetings with Government Authorities required to obtain the Gaming Approvals and other applicable Permits or approvals as promptly as possiblethird party consents. Subject to applicable Laws Law relating to the exchange of informationinformation and its compliance with the terms of this Agreement, Buyer the Parent shall have the right to direct all matters with any Governmental Entity with respect to the Required Regulatory Approvals consistent with its obligations hereunder and, where reasonably requested by the Parent, the Company shall use its reasonable best efforts to make available its personnel and Seller shall Representatives at reasonable times for meetings or telephone calls pertaining to such matters; provided that the Parent and, except for communications, submissions, filings and meetings with Governmental Entities in relation to the ICA, the Company shall: (i) have the right to review in advance and, to the extent practicable and upon the request of the otherpracticable, each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Buyer the Parent or Sellerthe Company, as the case may be, and any of their respective subsidiariesSubsidiaries, that appears in any filing made with, or written communication or materials submitted to, any third party and/or any Governmental Authority (including any Government Antitrust/Gaming Entity) Entity in connection with the transactions contemplated Transactions, and (ii) to the extent permitted by such Governmental Entity, have the right to attend any meetings or telephone calls with any Governmental Entities regarding such matters. In exercising the foregoing rights, each of the Company and the Parent shall act reasonably and as promptly as practicable. Notwithstanding anything in this AgreementAgreement to the contrary (other than Section 8.3), provided, that in no event will Buyer shall the Company, the Parent or Seller any of their respective Subsidiaries be entitled required to review confidential or privileged information (x) make any payments to any third parties if such payment is not contingent upon the occurrence of the Effective Time (other (or one of their Affiliates). Notwithstanding anything herein than payments to the contraryCompany’s or the Parent’s Representatives for services rendered in connection with the Transactions) or (y) concede anything of value if such concession is not contingent upon the occurrence of the Effective Time, Buyer shall determine in the strategy case of the foregoing clauses (x) or (y), in order to be pursued for obtainingobtain any consent, approval or waiver under Contracts of the Company and lead any efforts to obtain, all necessary actions its Subsidiaries or nonactions with respect to consents, registrations, approvals, Permits of the Parent and authorizations its Subsidiaries from any Governmental Authority necessary to consummate the transactions contemplated by this Agreement; provided, that Buyer agrees to take into consideration Seller’s reasonable views, suggestions and comments regarding such strategy and efforts. Nothing in this Agreement shall require a Party or its subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon First Closing, as to requirements relating to Buyer’s acquisition of the Smooth Bourbon Interest, or the Second Closing, as to requirements relating to Buyer’s acquisition of the Nugget Sparks InterestPerson.

Filings; Other Actions; Notifications. (a) Subject to the terms and conditions of this Agreement, Seller and Buyer shall cooperate with each other and use (and shall cause their respective subsidiaries, and Seller’s and Buyer’s and their respective subsidiaries’ respective directors, managers, officers, stockholders, members and employees, to use) their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to satisfy the closing conditions set forth in Article VII as soon as reasonably practicable, including promptly preparing and filing, as practicable, all documentation to effect all necessary notices, reports and other filings and to promptly obtain and maintain all consents, registrations, approvals, Permits and authorizations necessary to be obtained from any third party and/or any Governmental Authority (including any Gaming Authority) in order to consummate the transactions contemplated by this Agreement (which shall include a jointly prepared detailed change-over memorandum in such form as may be required by any Gaming Authorities and submit it to the Gaming Authorities with sufficient time to allow their review and approval prior to the Second Closing Date); provided, that without limiting the generality of the foregoing, Buyer shall submit all applicable initial applications and filings required under Gaming Laws to the relevant Gaming Authorities within forty-five (45) days after the date of this Agreement. Seller and Buyer shall cooperate with each other and use (and shall cause their respective subsidiaries, and Seller’s and Buyer’s and their respective subsidiaries’ respective directors, managers, officers, stockholders, members and employees, to use) their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to submit and diligently pursue approval and execution by NDOT of the Tenth Amendment to Highway Lease and Consent to Assignment and Encumbrance of Lease for Security in substantially the form agreed upon by Buyer Xxxxx and Seller prior to the execution of this Agreement. Buyer and its Representatives and Affiliates shall act diligently and promptly to pursue such Gaming Approvals and other applicable Permits or approvals from any Governmental Authority in connection with the making of all filings and submissions required hereby. Buyer shall use commercially reasonable efforts to schedule and attend any hearings or meetings with Government Authorities required to obtain the Gaming Approvals and other applicable Permits or approvals as promptly as possible. Subject to applicable Laws relating to the exchange of information, Buyer and Seller shall have the right to review in advance and, to the extent practicable and upon the request of the other, each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Buyer or Seller, as the case may be, and any of their respective subsidiaries, that appears in any filing made with, or written communication or materials submitted to, any third party and/or any Governmental Authority (including any Government Antitrust/Gaming Entity) in connection with the transactions contemplated by this Agreement, provided, that in no event will Buyer or Seller be entitled to review confidential or privileged information of the other (or one of their Affiliates). Notwithstanding anything herein to the contrary, Buyer Xxxxx shall determine the strategy to be pursued for obtaining, and lead any efforts to obtain, all necessary actions or nonactions with respect to consents, registrations, approvals, Permits and authorizations from any Governmental Authority necessary to consummate the transactions contemplated by this Agreement; provided, that Buyer Xxxxx agrees to take into consideration Seller’s reasonable views, suggestions and comments regarding such strategy and efforts. Nothing in this Agreement shall require a Party or its subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon First Closing, as to requirements relating to Buyer’s acquisition of the Smooth Bourbon Interest, or the Second Closing, as to requirements relating to Buyer’s acquisition of the Nugget Sparks Interest.