Common use of Financing Matters Clause in Contracts

Financing Matters. (a) In no event may either party represent that the other party or any Affiliate of such party is or in any way may be liable for the obligations of such party in connection with (i) any financing agreement, or (ii) any public or private offering or sale of securities. If the Company, or any Affiliate of the Company shall, at any time, sell or offer to sell any securities issued by the Company or any Affiliate of the Company through the medium of any prospectus or otherwise and which relates to the Casino or its operation, it shall do so only in compliance with all applicable laws, and shall clearly disclose to all purchasers and offerees that (i) neither Manager nor any of its Affiliates, officers, directors, agents or employees shall in any way be deemed to be an issuer of such securities, and (ii) Manager and its Affiliates, officers, directors, agents and employees have not assumed and shall not have any liability arising out of or related to the sale or offer of such securities, including without limitation, any liability or responsibility for any financial statements, projections or other information contained in any prospectus or similar written or oral communication. Manager shall have the right to approve any description of Manager or its Affiliates, or any description of this Agreement or of the Company's relationship with Manager hereunder, which may be contained in any prospectus or other communications (unless such information is furnished to the Company by Manager in writing), and the Company agrees to furnish copies of all such materials to Manager for such purposes within a reasonable time prior to the delivery thereof to any prospective purchaser or offeree. The Company agrees to indemnify, defend or hold Manager and its Affiliates, officers, directors, agents and employees, free and harmless from any and all liabilities, costs, damages, claims or expenses arising out of or related to the breach of the Company's obligations under this Section 3.14. Manager agrees to reasonably cooperate with the [Companies] in the preparation of such agreements and offerings. (b) Notwithstanding the above restrictions, subject to Manager's right of review set forth in this Section 3.14, the Company may represent that the Casino is managed by Manager and Manager may represent that it manages the Casino and both may describe the terms of this Agreement and the physical characteristics of the Casino in regulatory filings and public or private offerings. Moreover, nothing in this Section shall preclude the disclosure of (i) already public information, or (ii) audited or unaudited financial statements from the Casino required by the terms of this Agreement or (iii) any information or documents required to be disclosed to or filed with the Colorado Gaming Authorities. Both parties shall use their best efforts to consult with the other concerning disclosures as to the Casino. The Company and Manager shall cooperate with each other in providing financial information concerning the Casino and Manager that may be required by any lender or required by any Governmental Authority.

Financing Matters. Notwithstanding anything in this Agreement to the contrary, the Company, each on behalf of itself, its Subsidiaries and each of its controlled Affiliates hereby: (a) In no event may either party represent agrees that any action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the other party Debt Financing Sources, arising out of or relating to, this Agreement, the New Debt Financing or any Affiliate of the agreements entered into in connection with the New Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof and each party hereto irrevocably submits itself and its property with respect to any such action or proceeding to the exclusive jurisdiction of such party is court, (b) agrees that any such action or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the New Debt Financing, (c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way may be liable for arising out of or relating to, this Agreement, the obligations of such party New Debt Financing or any agreement entered into in connection with the New Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal (ito the extent permitted by law) any financing agreementor state court in the Borough of Manhattan, or New York, New York, (iid) any public or private offering or sale agrees that service of securities. If process upon the Company, and each of their respective Subsidiaries or their respective controlled Affiliates in any such action or proceeding shall be effective if notice is given in accordance with Section 11.01, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any action or proceeding brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the New Debt Financing or any Affiliate agreement entered into in connection with the New Debt Financing or any of the Company shalltransactions contemplated hereby or thereby or the performance of any services thereunder, at (g) agrees that none of the Debt Financing Sources will have any time, sell or offer liability to sell any securities issued by the Company or any Affiliate of their respective Subsidiaries or any of their respective controlled Affiliates or Representatives relating to or arising out of this Agreement, the New Debt Financing or any agreement entered into in connection with the New Debt Financing or any of the Company through transactions contemplated hereby or thereby or the medium performance of any prospectus services thereunder, whether in law or otherwise in equity, whether in contract or in tort or otherwise, (h) hereby waives any and which relates all claims and causes of action against the Debt Financing Sources relating to or arising out of this Agreement, the Casino New Debt Financing or its operationany agreement entered into in connection with the New Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it shall do so only whether in compliance with all applicable lawslaw or in equity, and shall clearly disclose to all purchasers and offerees that whether in contract or in tort or otherwise, (i) neither Manager nor agrees not to commence (and if commenced agrees to dismiss or otherwise terminate, and not to assist) any action or proceeding against any Debt Financing Source under this Agreement, the New Debt Financing or any agreement entered into in connection with the New Debt Financing or the transactions contemplated hereby or thereby, (j) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of its Affiliates, officers, directors, agents or employees shall in any way be deemed to be an issuer the provisions of such securitiesthis Section 11.14, and (iik) Manager agrees that the provisions of this Section 11.14 and its Affiliates, officers, directors, agents the definition of “Debt Financing Sources” (and employees have not assumed and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the foregoing) shall not have be amended in any liability arising out of or related manner adverse to the sale or offer Debt Financing Sources without the prior written consent of such securitiesthe Debt Financing Sources parties to the debt commitment letter. Notwithstanding the foregoing, including nothing herein (including, without limitation, any liability or responsibility for any financial statements, projections or other information contained in any prospectus or similar written or oral communication. Manager shall have the right to approve any description of Manager or its Affiliates, or any description of this Agreement or of the Company's relationship with Manager hereunder, which may be contained in any prospectus or other communications clauses (unless such information is furnished to the Company by Manager in writingg), (h) and the Company agrees to furnish copies of all such materials to Manager for such purposes within a reasonable time prior to the delivery thereof to any prospective purchaser or offeree. The Company agrees to indemnify, defend or hold Manager and its Affiliates, officers, directors, agents and employees, free and harmless from any and all liabilities, costs, damages, claims or expenses arising out of or related to the breach of the Company's obligations under this Section 3.14. Manager agrees to reasonably cooperate with the [Companies] in the preparation of such agreements and offerings. (b) Notwithstanding the above restrictions, subject to Manager's right of review set forth in this Section 3.14, the Company may represent that the Casino is managed by Manager and Manager may represent that it manages the Casino and both may describe the terms of this Agreement and the physical characteristics of the Casino in regulatory filings and public or private offerings. Moreover, nothing in this Section shall preclude the disclosure of (i) already public information, of the immediately preceding sentence) shall limit the liability or (ii) audited or unaudited financial statements from obligations of the Casino required by the terms of this Agreement or (iii) Debt Financing Sources to Parent under any information or documents required to be disclosed to or filed agreement entered into in connection with the Colorado Gaming Authorities. Both parties shall use their best efforts to consult with the other concerning disclosures as to the Casino. The Company and Manager shall cooperate with each other in providing financial information concerning the Casino and Manager that may be required by any lender or required by any Governmental AuthorityNew Debt Financing.

Financing Matters. (a) In no event may either party represent that the other party or any Affiliate of such party is or in any way may be liable for the obligations of such party in connection with (i) any financing agreement, or (ii) any public or private offering or sale of securities. If the CompanyOwner, or any Affiliate of the Company Owner shall, at any time, sell or offer to sell any securities issued by the Company Owner or any Affiliate of the Company Owner through the medium of any prospectus or otherwise and which relates to the Casino Riverboat or its operation, it shall do so only in compliance with all applicable laws, and shall clearly disclose to all purchasers and offerees that that, except to the extent of Manager or its Affiliates' interest in Owner, (i) neither Manager nor any of its Affiliates, officers, directors, agents or employees shall in any way be deemed to be an issuer or underwriter of such securities, and (ii) Manager and its Affiliates, officers, directors, agents and employees have not assumed and shall not have any liability arising out of or related to the sale or offer of such securities, including without limitation, any liability or responsibility for any financial statements, projections or other information contained in any prospectus or similar written or oral communication. Manager shall have the right to approve any description of Manager or its Affiliates, or any description of this Agreement or of the CompanyOwner's relationship with Manager hereunder, which may be contained in any prospectus or other communications (unless such information is furnished to the Company by Manager in writing)communications, and the Company Owner agrees to furnish copies of all such materials to Manager for such purposes within a reasonable time not less than twenty (20) days prior to the delivery thereof to any prospective purchaser or offeree. The Company Owner agrees to indemnify, defend or hold Manager and its Affiliates, officers, directors, agents and employees, free and harmless from any and all liabilities, costs, damages, claims or expenses arising out of or related to the breach of the CompanyOwner's obligations under this Section 3.144.14. Manager agrees to reasonably cooperate with the [Companies] Owner in the preparation of such agreements and offerings. (b) Notwithstanding the above restrictions, subject to Manager's right of review set forth in this Section 3.144.14, the Company Owner may represent that the Casino is Riverboat shall be managed by Manager and Manager may represent that it manages the Casino Riverboat and both may describe the terms of this Agreement and the physical characteristics of the Casino Riverboat in regulatory filings and public or private offerings. Moreover, nothing in this Section shall preclude the disclosure of (i) already public information, or (ii) audited or unaudited financial statements from the Casino required by Riverboat (c) In the terms event that the holder of any Institutional Mortgage requires the collateral assignment of this Agreement or (iii) any information or documents as further security for its loan, Manager shall consent to such assignment; provided, however, that such collateral assignment shall contain non-disturbance provisions satisfactory to Manager and provided further that in no event shall Manager be required to be disclosed accept any reduction or subordination of its Management Fee and Incentive Management Fee or to or filed with the Colorado Gaming Authorities. Both parties shall use their best efforts to consult with the other concerning disclosures as to the Casino. The Company and Manager shall cooperate with each other in providing financial information concerning the Casino and Manager that diminish any right which it may be required by any lender or required by any Governmental Authorityhave under this Agreement.

Financing Matters. (a) In no event may either party represent that the other party or any Affiliate of such party is or in any way may be liable for the obligations of such party in connection with (i) any financing agreement, or (ii) any public or private offering or sale of securities. If the CompanyOwner, or any Affiliate of the Company Owner shall, at any time, sell or offer to sell any securities issued by the Company Owner or any Affiliate of the Company Owner through the medium of any prospectus or otherwise and which relates to the Casino Project or its operation, it shall do so only in compliance with all applicable laws, and shall clearly disclose to all purchasers and offerees that that, except to the extent of Manager or its Affiliates' interest in Owner, (i) neither Manager nor any of its Affiliates, officers, directors, agents or employees shall in any way be deemed to be an issuer or underwriter of such securities, and (ii) Manager and its Affiliates, officers, directors, agents and employees have not assumed and shall not have any liability arising out of or related to the sale or offer of such securities, including without limitation, any liability or responsibility for any financial statements, projections or other information contained in any prospectus or similar written or oral communication. Manager shall have the right to approve any description of Manager or its Affiliates, or any description of this Agreement or of the CompanyOwner's relationship with Manager hereunder, which may be contained in any prospectus or other communications (unless such information is furnished to the Company by Manager in writing)communications, and the Company Owner agrees to furnish copies of all such materials to Manager for such purposes within a reasonable time not less than twenty (20) days prior to the delivery thereof to any prospective purchaser or offeree. The Company Owner agrees to indemnify, defend or hold Manager and its Affiliates, officers, directors, agents and employees, free and harmless from any and all liabilities, costs, damages, claims or expenses arising out of or related to the breach of the CompanyOwner's obligations under this Section 3.145.12. Manager agrees to reasonably cooperate with the [Companies] Owner in the preparation of such agreements and offerings. (b) Notwithstanding the above restrictions, subject to Manager's right of review set forth in this Section 3.145.12(a), the Company Owner may represent that the Casino is Project shall be managed by Manager and Manager may represent that it manages the Casino Project and both may describe the terms of this Agreement and the physical characteristics of the Casino Project in regulatory filings and public or private offerings. Moreover, nothing in this Section shall preclude the disclosure of (i) already public information, or (ii) audited or unaudited financial statements from the Casino Project required by the terms of this Agreement or (iii) any information or documents required to be disclosed to or filed with the Colorado Gaming Governmental Authorities, or (iv) the amount of the Management Fees earned in any period. Both parties shall use their best efforts to consult with the other concerning disclosures as to the CasinoProject. The Company Owner and Manager shall cooperate with each other in providing financial information concerning the Casino Project and Manager that may be required by any lender or required by any Governmental Authority. (c) In the event that the holder of any Institutional Mortgage requires the collateral assignment of this Agreement as further security for its loan, Manager shall consent to such assignment; provided, however, that such collateral assignment shall contain non-disturbance provisions satisfactory to Manager and provided further that in no event shall Manager be required to accept any reduction or subordination of its Management Fee or to diminish any right which it may have under this Agreement.

Financing Matters. The Parties hereby agree that (a) In no event may either party represent that the other party or any Affiliate of such party is or in any way may be liable for Financing Parties and the obligations of such party in connection with (i) any financing agreement, or (ii) any public or private offering or sale of securities. If the Company, or any Affiliate of the Company shall, at any time, sell or offer to sell any securities issued by the Company or any Affiliate of the Company through the medium of any prospectus or otherwise and which relates to the Casino or its operation, it shall do so only in compliance with all applicable laws, and shall clearly disclose to all purchasers and offerees that (i) neither Manager nor any of its Affiliates, officers, directors, agents or employees shall in any way be deemed to be an issuer of such securities, and (ii) Manager and its Affiliates, officers, directors, agents and employees have not assumed and Financing Entities shall not have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or related to the sale or offer of such securities, including without limitation, any liability or responsibility for any financial statements, projections or other information contained in any prospectus or similar written or oral communication. Manager shall have the right to approve any description of Manager or its Affiliates, or any description by reason of this Agreement or of the Company's relationship with Manager hereunderits negotiation, which may be contained in any prospectus execution, performance or other communications breach (unless such information is furnished to the Company by Manager in writing), and the Company agrees to furnish copies of all such materials to Manager for such purposes within a reasonable time prior to the delivery thereof to any prospective purchaser or offeree. The Company agrees to indemnify, defend or hold Manager and its Affiliates, officers, directors, agents and employees, free and harmless from any and all liabilities, costs, damages, claims or expenses arising out of or related to the breach of the Company's obligations under this Section 3.14. Manager agrees to reasonably cooperate with the [Companies] in the preparation of such agreements and offerings. (b) Notwithstanding the above restrictions, subject to Manager's right of review set forth in this Section 3.14, the Company may represent provided that the Casino is managed by Manager and Manager may represent that it manages the Casino and both may describe the terms of this Agreement and the physical characteristics of the Casino in regulatory filings and public or private offerings. Moreover, nothing in this Section 10.14 shall preclude limit the disclosure liability or obligations of the Financing Parties under the Debt Commitment Letter (ior any fee letters referred to therein) already public informationto Purchaser), (b) the Debt Commitment Letter (or any fee letters referred to therein) shall be governed by and construed in accordance with the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereof, (iic) audited any suit, action or unaudited financial statements from proceeding which may arise pursuant to the Casino required Financing, the Debt Commitment Letter (or any fee letters referred to therein) or the performance of services thereunder or the transactions contemplated thereby or by this Agreement (to the extent involving any Financing Party) shall be brought solely in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, and each Party hereto irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, and agrees that it will not, and will not support any of its Affiliates in bringing any suit, action or proceeding in any other court, (d) only Purchaser (including its successors and assigns) and the other parties to the Debt Commitment Letter at their own direction shall be permitted to bring any suit, action or proceeding against the Financing Parties for failing to satisfy any obligation to fund the Financing pursuant to the terms of the Debt Commitment Letter and (e) the Financing Parties are express and intended third party beneficiaries of this Section 10.14. Notwithstanding anything to the contrary in this Section 10.14 or elsewhere in this Agreement, no modification, waiver or termination of Section 10.2, Section 10.3, Section 10.4, Section 10.7, Section 10.8 or this Section 10.14 (or any definition set forth in, or other provision of, this Agreement or (iii) any information or documents required to be disclosed to or filed with the Colorado Gaming Authorities. Both parties shall use their best efforts to consult with the other concerning disclosures as to the Casinoextent that an amendment or modification of such definition or other provision would amend or modify the substance of Section 10.2, Section 10.3, Section 10.4, Section 10.7, Section 10.8 or this Section 10.14) shall be effective without the prior written consent of the Financing Parties (on behalf of, in the case of any Financing Party, itself and/or its Financing Entities, as applicable). The Company and Manager shall cooperate This Section 10.14 shall, with each other in providing financial information concerning respect to the Casino and Manager that may be required by matters referenced herein, supersede any lender or required by any Governmental Authorityprovision of this Agreement to the contrary.

Financing Matters. (a) In no event may either party represent that the other party or any Affiliate of such party is or in any way may be liable for the obligations of such party in connection with (i) any financing agreement, or (ii) any public or private offering or sale of securities. If the CompanyCompanies, or any Affiliate of the Company Companies shall, at any time, sell or offer to sell any securities issued by the Company Companies or any Affiliate of the Company Companies through the medium of any prospectus or otherwise and which relates to the Casino Project or its operation, it shall do so only in compliance with all applicable laws, and shall clearly disclose to all purchasers and offerees that (i) neither Manager nor any of its Affiliates, officers, directors, agents or employees shall in any way be deemed to be an issuer or underwriter of such securities, and (ii) Manager and its Affiliates, officers, directors, agents and employees have not assumed and shall not have any liability arising out of or related to the sale or offer of such securities, including without limitation, any liability or responsibility for any financial statements, projections or other information contained in any prospectus or similar written or oral communication. Manager shall have the right to approve any description of Manager or its Affiliates, or any description of this Agreement or of the Company's Companies' relationship with Manager hereunder, which may be contained in any prospectus or other communications (unless such information is furnished to the Company Companies by Manager in writing), and the Company agrees Companies agree to furnish copies of all such materials to Manager for such purposes within a reasonable time prior to the delivery thereof to any prospective purchaser or offeree. The Company agrees Companies agree to indemnify, defend or hold Manager and its Affiliates, officers, directors, agents and employees, free and harmless from any and all liabilities, costs, damages, claims or expenses arising out of or related to the breach of the Company's Companies' obligations under this Section 3.143.13. Manager agrees to reasonably cooperate with the [Companies] Companies in the preparation of such agreements and offerings. (b) Notwithstanding the above restrictions, subject to Manager's right of review set forth in this Section 3.143.13, the Company Companies may represent that the Casino Project is managed by Manager and Manager may represent that it manages the Casino Project and both may describe the terms of this Agreement and the physical characteristics of the Casino Project in regulatory filings and public or private offerings. Moreover, nothing in this Section shall preclude the disclosure of (i) already public information, or (ii) audited or unaudited financial statements from the Casino Project required by the terms of this Agreement or (iii) any information or documents required to be disclosed to or filed with the Colorado Gaming Governmental Authorities. Both parties shall use their best efforts to consult with the other concerning disclosures as to the CasinoProject. The Company Companies and Manager shall cooperate with each other in providing financial information concerning the Casino Project and Manager that may be required by any lender or required by any Governmental Authority.. DRAFT FOR DISCUSSION PURPOSES ONLY

Financing Matters. Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself, its Subsidiaries and each of its controlled Affiliates hereby: (a) In no event may either party represent agrees that any claim, audit, action, suit, investigation or other proceeding (a “Proceeding”), whether in law or in equity, whether in contract or in tort or otherwise, involving the other party Financing Parties, arising out of or relating to, this Agreement, the Financing or any Affiliate of the agreements entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such party is court, (b) agrees that any such Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any definitive document or agreement relating to the Financing, (c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Party in any way may be liable for arising out of or relating to, this Agreement, the obligations of such party in connection with (i) any financing agreementFinancing, or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iid) any public or private offering or sale agrees that service of securities. If process upon the Company, its Subsidiaries or its controlled Affiliates in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 11.01, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Financing Parties in any way arising out of or relating to, this Agreement, the Financing or any Affiliate of the Company shalltransactions contemplated hereby or thereby or the performance of any services thereunder, at (g) agrees that none of the Financing Parties will have any time, sell or offer liability to sell any securities issued by the Company or any Affiliate of its Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, other than Parent, Merger Subsidiary or their respective Subsidiaries) relating to or arising out of this Agreement, the Financing or any of the Company through transactions contemplated hereby or thereby or the medium performance of any prospectus services thereunder, whether in law or otherwise and which relates to the Casino in equity, whether in contract or its operation, it shall do so only in compliance with all applicable lawstort or otherwise, and shall clearly disclose to waives any and all purchasers claims and offerees that (i) neither Manager nor any causes of its Affiliates, officers, directors, agents or employees shall action against the Financing Parties in any way be deemed relating to be an issuer or arising out of such securitiesthe foregoing, and (iih) Manager agrees that the Financing Parties are express third party beneficiaries of, and its Affiliates, officers, directors, agents and employees have not assumed and shall not have any liability arising out of or related to the sale or offer of such securities, including without limitationmay enforce, any liability or responsibility for of the provisions of this Section 11.14, and that such provisions and the definitions of “Financing Entities” and “Financing Parties” (and any financial statements, projections or other information contained in any prospectus or similar written or oral communication. Manager shall have the right to approve any description of Manager or its Affiliates, or any description provisions of this Agreement or to the extent a modification thereof would affect the substance of any of the Company's relationship with Manager hereunder, which may foregoing) shall not be contained amended in any prospectus or other communications (unless such information is furnished to the Company by Manager in writing), and the Company agrees to furnish copies of all such materials to Manager for such purposes within a reasonable time prior to the delivery thereof way adverse to any prospective purchaser or offeree. The Company agrees to indemnify, defend or hold Manager and its Affiliates, officers, directors, agents and employees, free and harmless from any and all liabilities, costs, damages, claims or expenses arising out Financing Party without the prior written consent of or each related to the breach of the Company's obligations under this Section 3.14. Manager agrees to reasonably cooperate with the [Companies] in the preparation of such agreements and offeringsFinancing Entity. (b) Notwithstanding the above restrictions, subject to Manager's right of review set forth in this Section 3.14, the Company may represent that the Casino is managed by Manager and Manager may represent that it manages the Casino and both may describe the terms of this Agreement and the physical characteristics of the Casino in regulatory filings and public or private offerings. Moreover, nothing in this Section shall preclude the disclosure of (i) already public information, or (ii) audited or unaudited financial statements from the Casino required by the terms of this Agreement or (iii) any information or documents required to be disclosed to or filed with the Colorado Gaming Authorities. Both parties shall use their best efforts to consult with the other concerning disclosures as to the Casino. The Company and Manager shall cooperate with each other in providing financial information concerning the Casino and Manager that may be required by any lender or required by any Governmental Authority.

Financing Matters. (a) In no event may either party represent that the other party or any Affiliate of such party is or in any way may be liable for the obligations of such party in connection with (i) any financing agreement, or (ii) any public or private offering or sale of securities. If the CompanyCompanies, or any Affiliate of the Company Companies shall, at any time, sell or offer to sell any securities issued by the Company Companies or any Affiliate of the Company Companies through the medium of any prospectus or otherwise and which relates to the Casino Project or its operation, it shall do so only in compliance with all applicable laws, and shall clearly disclose to all purchasers and offerees that (i) neither Manager nor any of its Affiliates, officers, directors, agents or employees shall in any way be deemed to be an issuer or underwriter of such securities, and (ii) Manager and its Affiliates, officers, directors, agents and employees have not assumed and shall not have any liability arising out of or related to the sale or offer of such securities, including without limitation, any liability or responsibility for any financial statements, projections or other information contained in any prospectus or similar written or oral communication. Manager shall have the right to approve any description of Manager or its Affiliates, or any description of this Agreement or of the Company's Companies' relationship with Manager hereunder, which may be contained in any prospectus or other communications (unless such information is furnished to the Company Companies by Manager in writing), and the Company agrees Companies agree to furnish copies of all such materials to Manager for such purposes within a reasonable time prior to the delivery thereof to any prospective purchaser or offeree. The Company agrees Companies agree to indemnify, defend or hold Manager and its Affiliates, officers, directors, agents and employees, free and harmless from any and all liabilities, costs, damages, claims or expenses arising out of or related to the breach of the Company's Companies' obligations under this Section 3.143.13. Manager agrees to reasonably cooperate with the [Companies] Companies in the preparation of such agreements and offerings. (b) Notwithstanding the above restrictions, subject to Manager's right of review set forth in this Section 3.143.13, the Company Companies may represent that the Casino Project is managed by Manager and Manager may represent that it manages the Casino Project and both may describe the terms of this Agreement and the physical characteristics of the Casino Project in regulatory filings and public or private offerings. Moreover, nothing in this Section shall preclude the disclosure of (i) already public information, or (ii) audited or unaudited financial statements from the Casino Project required by the terms of this Agreement or (iii) any information or documents required to be disclosed to or filed with the Colorado Gaming Governmental Authorities. Both parties shall use their best efforts to consult with the other concerning disclosures as to the CasinoProject. The Company Companies and Manager shall cooperate with each other in providing financial information concerning the Casino Project and Manager that may be required by any lender or required by any Governmental Authority.