Common use of Further Assurances and Actions Clause in Contracts

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement. (b) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, (i) to vest Buyer with full title to the Partnership Interest, (ii) to vest Sellers (or their designees) with full title to the Excluded Assets, and (iii) for the assumption of the Excluded Liabilities by Sellers, the proper officers and/or directors, managers, partners or equivalents of Buyer, Sellers, the Partnership and their respective Affiliates shall take all such necessary action (including executing and delivering further notices, assumptions, releases and acquisitions) and Sellers shall bear the cost of any such necessary action; provided, that if such action is necessary due to events or circumstances particular to Buyer or any of its Affiliates, Buyer shall bear the cost of such action. Prior to the Closing, Sellers and its Affiliates shall assign to the Partnership all Intellectual Property held by such entities that would otherwise constitute Transferred Intellectual Property if such Intellectual Property rights were held by the Partnership as of the date hereof. (c) After the Closing, Sellers shall refer to Buyer all inquiries relating to the Purchased Assets and promptly deliver to Buyer (A) any mail, packages and other communications addressed to Sellers relating to the Purchased Assets and (B) any cash or other property that the Partnership receives and that properly belongs to Buyer, including any insurance proceeds, payments and interest payable thereon.

Further Assurances and Actions. (a) Subject to the terms and conditions hereinherein (including Section 1.6 and Section 6.6), each of the parties hereto agrees Seller, Buyer and their respective Affiliates agree to use its their commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, including using their respective commercially reasonable efforts to (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Contracts with each party hereto Third Party Consents as are necessary for consummation of the transactions contemplated by this Agreement and Agreement, (ii) to fulfill all conditions precedent applicable to such each party pursuant to this Agreement, (iii) obtain all necessary consents in connection with the Closing and permit the Purchased Assets to be assigned to, and assumed by, Buyer or its Affiliates in connection with the Closing and (iv) cause Seller and its Affiliates to be released from all Liabilities under the Assumed Leases, including by obtaining a release of all guaranties, deposits or letters of credit of Seller Parent or its Affiliates, and obtaining the termination of the City Leases, effective as of the Closing and in form reasonably acceptable to Seller; provided, that in each case, such efforts shall not require either Buyer or Seller or any of their Affiliates (x) to remain or become secondarily or contingently liable for any Liability to obtain any such consent or otherwise, (y) to incur any expenses or Liabilities, pay any monies or provide any other financial accommodation in connection therewith or (z) to threaten or commence any litigation or other proceeding; provided however, that Buyer shall, if required by the applicable lessor, post a letter of credit, cash deposit, guaranty or otherwise provide appropriate assurances in replacement of any existing letters of credit, cash deposits, guaranties or other assurances acceptable to the applicable lessor from its Affiliates in amounts and on terms as may be required by the applicable lessor but in no event greater than the existing amount of any such letter of credit, cash deposit, guaranty or assurance to effectuate the foregoing with respect to the Assumed Leases. (b) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, (i) Agreement or to vest Buyer with full title to the Partnership Interest, (ii) to vest Sellers Purchased Assets (or their designeesto record or evidence the same) with full title or to the Excluded Assets, and (iii) for the cause Buyer to further confirm its assumption of the Excluded Liabilities all Assumed Liabilities, in each case, as contemplated by Sellersthis Agreement, the proper officers and/or directors, managers, partners directors or equivalents managers of Buyer, Sellers, the Partnership Buyer and Seller and their respective Affiliates shall take all such action reasonably necessary action (including executing and delivering further notices, assumptions, releases assignments and acquisitionsreleases) and Sellers shall bear to effect the cost of any such necessary actionsame; provided, provided that if such action is necessary due to events or circumstances particular to one of Buyer or any of its AffiliatesSeller, Buyer such party shall bear the full cost of such action. Prior to the Closing, Sellers and its Affiliates shall assign to the Partnership all Intellectual Property held by such entities that would otherwise constitute Transferred Intellectual Property if such Intellectual Property rights were held by the Partnership as of the date hereof. (c) After the Closing, Sellers shall refer to Buyer all inquiries relating to the Purchased Assets and promptly deliver to Buyer (A) any mail, packages and other communications addressed to Sellers relating to the Purchased Assets and (B) any cash or other property that the Partnership receives and that properly belongs to Buyer, including any insurance proceeds, payments and interest payable thereon.

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain as promptly as practicable obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Contracts with each party hereto as are necessary or advisable for consummation of the transactions contemplated by this Agreement and (ii) to fulfill all conditions precedent applicable to such party pursuant the Closing. Without limiting the foregoing, Sellers agree to this Agreementuse their commercially reasonable efforts to obtain the consents set forth on Section 8.8(a) of the Company Disclosure Letter. (b) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, (i) to vest Buyer with full title to the Partnership Interest, (ii) Equity Interests or to vest Sellers (or their designees) with full title to the Excluded Assets, and (iii) for the assumption of the Excluded Liabilities by Sellers, the proper officers and/or directors, managers, partners or equivalents of Buyer, Sellers, Sellers and the Partnership and their respective Affiliates Companies shall take all such commercially reasonable action necessary action (including executing and delivering further notices, assumptions, releases and acquisitions) and Sellers shall bear the cost of any such necessary action); provided, that if such action is necessary due to events or circumstances particular to Buyer or any of its AffiliatesBuyer, Buyer shall bear the cost of such action, and otherwise Sellers shall bear the cost of such action. Prior All costs and expenses related to recording the Trademark Assignment Agreement shall be borne by Buyer. (c) Except with respect to the Assigned Contracts which the parties agree shall be assigned to one of the Companies prior to Closing, this Agreement shall not constitute an agreement to assign any Contract or Permit included in the Purchased Assets or the Excluded Assets if an attempted assignment of such Contract or Permit, without the consent of any third parties thereto, would constitute a breach thereof or in any material adverse way affect the rights thereunder of the party that is to be assigned such Contract or Permit hereunder (the “Intended Assignee”). If any such consent has not been obtained prior to the Closing, the holder of the applicable Contract or Permit agrees to hold the benefit of such Contract or Permit in trust for the Intended Assignee and to cooperate with the Intended Assignee in any reasonable arrangements designed to provide all benefits thereunder to the Intended Assignee, including enforcement for the benefit of the Intended Assignee of any and all rights under such Contract or Permit against the other party or parties thereto arising out of the cancellation of such Contract or Permit by such other party or parties or otherwise, all at Intended Assignee’s sole cost and expense. (d) Sellers shall use their commercially reasonable efforts to obtain the consent of any third parties necessary to remove the Companies as parties to any Excluded Contract to which either of Sellers or any of their Subsidiaries other than the Companies is also party. If Sellers are not able to obtain any such necessary consents prior to the Closing, Buyer agrees to cause the Companies not to assert or enforce any rights under the applicable Excluded Contracts against the other party or parties thereto. Sellers agree, jointly and severally, to indemnify, defend and hold harmless the Companies for any obligation or liability asserted against the Companies arising out of Sellers’ or their Subsidiaries’ performance of such Excluded Contracts for periods from and after the Closing. (e) Sellers shall use their commercially reasonable efforts to obtain the consent of any third parties necessary to remove themselves or their Subsidiaries, as applicable, as parties to any Contract constituting a Purchased Asset to which Sellers or any of their Subsidiaries other than the Companies is also party. If Sellers are not able to obtain any such consents prior to the Closing, Sellers agree not to assert or enforce, and its Affiliates shall assign to cause their Subsidiaries, if applicable, not to assert or enforce, any rights under the Partnership all Intellectual Property held by such entities that would otherwise constitute Transferred Intellectual Property if such Intellectual Property rights were held by applicable Contracts against the Partnership other party or parties thereto. Buyer agrees to indemnify, defend and hold harmless Sellers and their Subsidiaries, as applicable, for any obligation or liability asserted against Sellers or their Subsidiaries arising out of the date hereof. (c) After Companies’ performance of such Contracts for periods from and after the Closing, Sellers shall refer to Buyer all inquiries relating to the Purchased Assets and promptly deliver to Buyer (A) any mail, packages and other communications addressed to Sellers relating to the Purchased Assets and (B) any cash or other property that the Partnership receives and that properly belongs to Buyer, including any insurance proceeds, payments and interest payable thereon.

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to (i) obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement and Agreement, (ii) to fulfill all conditions precedent applicable to such party pursuant to this AgreementAgreement and (iii) terminate or allow to expire all obligations and Liabilities of Xxxxxx’x Seller One or its Affiliates pursuant to the Homebuyer Guarantee Program and the City of East Chicago Obligations. To the knowledge of Xxxxxx’x Seller One, it has performed, and will perform, all of its obligations then due under the Homebuyer Guarantee Program and the City of East Chicago Obligations in all material respects. (b) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, (i) Agreement or to vest Buyer with full title to the Partnership Interest, (ii) to vest Sellers (or their designees) with full title to the Excluded Assets, Total Assets and (iii) for the assumption of the Excluded Liabilities by SellersAssumed Liabilities, the proper officers and/or directors, managers, partners directors of Buyer and the appropriate Seller or equivalents of Buyer, Sellers, the Partnership and their respective Affiliates as applicable, shall take all such action reasonably necessary action (including (i) executing and delivering further affidavits, instruments, notices, assumptions, releases and acquisitionsacquisitions and (ii) transferring its Purchased Assets from an Affiliate of a Seller to such Seller, as applicable) and Sellers the applicable Seller shall bear the cost of any such necessary action; provided, that if such action is necessary due to events or circumstances particular to Buyer or any of its Affiliatesassigns, Buyer shall bear the cost of such action. Prior to the Closing, Sellers and its Affiliates shall assign to the Partnership all Intellectual Property held by such entities that would otherwise constitute Transferred Intellectual Property if such Intellectual Property rights were held by the Partnership as of the date hereof. (c) After the Closing, Sellers each Seller shall refer to Buyer all inquiries relating to the Purchased Assets and promptly as soon as reasonably practicable deliver to Buyer (Ai) any mail, packages and other communications addressed to Sellers such Seller relating to the Purchased Assets and (Bii) any cash or other property that the Partnership such Seller receives and that properly belongs to BuyerBuyer pursuant to the terms hereof, including any insurance proceeds, payments and interest payable thereon. (d) The parties hereto acknowledge that Affiliates of a Seller may hold certain assets used exclusively in the operation of, or employs certain Persons that work at, its respective Property (collectively, the “Affiliate Assets”). The applicable Seller shall cause its Affiliate to take such actions as are necessary to cause such Affiliates at the Closing to transfer to Buyer the Affiliate Assets, and the Liabilities associated therewith that would be Assumed Liabilities if such Liabilities were Liabilities of a Seller (“Affiliate Liabilities”). In addition, such Affiliate Assets shall be deemed to be Purchased Assets or Property Employees, as applicable, of a Seller for purposes of this Agreement and such Affiliate Liabilities shall be deemed to be Assumed Liabilities for purposes of this Agreement. Sellers represent that the Affiliate Assets (other than the Persons that work at the Properties), and any Affiliate Liabilities, are not material in amount, other than the Real Property set forth in Section 6.7(a) of a Seller Disclosure Letter. (e) Each of the Sellers agrees that it shall use its reasonable best efforts to have House Funds at its Property as of the Transfer Time in an amount equal to the minimum cash amounts on hand at each Property as required by Law; provided, however, that nothing in this Section 8.8(e) shall impact (i) Buyer’s obligations set forth in Section 4.2 hereof to reimburse Seller for all House Funds in excess of the Minimum Cash or (ii) Sellers obligation to deliver to Buyer the Minimum Cash at the Closing.

Further Assurances and Actions. (a) Subject to the terms and conditions hereinherein (including Section 1.4), each of the parties party hereto agrees to use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, including using their respective commercially reasonable efforts (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvalsincluding those described in Section 4.4 or the applicable disclosure schedules thereto, authorizations, qualifications and orders of Governmental Entities and parties to Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement; provided, however, that such efforts shall not require Parent or any of its Affiliates (other than NewCo) to remain secondarily or contingently liable for any Liability to obtain any such consent; provided, further, that, except as set forth in Section 6.7(a) of the Isle Disclosure Letter, no party hereto shall be required to make any payments to any counterparty to a Contract in order to obtain such consents unless required pursuant to the express terms and conditions of the applicable Contract as in effect as of the date hereof. (b) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, (i) Agreement or to vest Buyer with full title to the Partnership Interest, (ii) LLC Interests or to vest Sellers (or their designees) NewCo with full title to the Excluded Assets, and Conveyed Assets (iii) for or to record or evidence the assumption of the Excluded Liabilities by Sellerssame), the proper officers and/or directors, managers, partners or equivalents directors of Buyer, Sellers, the Partnership parties hereto and their respective Affiliates shall take all such action reasonably necessary action (including executing and delivering further notices, assumptions, releases and acquisitionsassignments) and Sellers shall bear to effect the cost of any such necessary actionsame; provided, that if such action is necessary due to events or circumstances particular to Buyer or any of its Affiliates, Buyer shall bear the full cost of such action. Prior to the Closing, Sellers and its Affiliates shall assign to the Partnership all Intellectual Property held by such entities that would otherwise constitute Transferred Intellectual Property if such Intellectual Property rights were held by the Partnership as of the date hereof. (c) After Upon Parent’s or Company’s reasonable request, Buyer shall afford, and shall cause NewCo to afford, Parent’s or Company’s Representatives reasonable access, during normal business hours at any time after the Closing, Sellers shall refer to Buyer all inquiries relating to the Purchased Assets books and promptly deliver to Buyer records of NewCo required by Parent, Company or their Affiliates in connection with any filing with a Governmental Entity (A) any mail, packages including Tax Returns and filings under the Exchange Act and other communications addressed to Sellers relating applicable securities laws) in respect of the period on or prior to the Purchased Assets and (B) any cash or other property that the Partnership receives and that properly belongs to Buyer, including any insurance proceeds, payments and interest payable thereonClosing Date.

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties party hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain (i) all licensesSeller Permits and Buyer Permits, permitsas applicable, consents, approvals, authorizations, qualifications and orders (ii) consents of Governmental Entities and parties to the Assumed Contracts with and Traymore Contracts and (iii) consents from customers on the Affiliate Customer List as such consents may be required by the Gxxxx-Xxxxx-Xxxxxx Act of 1999, any other applicable Law in effect as of the Closing, or any Seller privacy policy which may be in effect as of the date hereof, in each party hereto case, as are necessary for consummation of the transactions contemplated by this Agreement and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement. (b) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, (i) Agreement or to vest Buyer Buyers with full title to the Partnership Interest, (ii) to vest Sellers (or their designees) with full title to the Excluded Assets, and (iii) for the assumption of the Excluded Liabilities by Sellers, Purchased Assets the proper officers and/or directors, managers, partners or equivalents directors of Buyer, Sellers, the Partnership Buyers and their respective Affiliates Sellers shall take all such action reasonably necessary action (including such officers’ executing and delivering further notices, assumptions, releases and acquisitions) and Sellers shall bear the cost of any such necessary action); providedprovided that, that if such action is necessary due to events or circumstances particular to Buyer or any of its AffiliatesBuyer, Buyer shall bear the cost of such action. Prior to the Closing, Sellers and its Affiliates shall assign to the Partnership all Intellectual Property held by such entities that would otherwise constitute Transferred Intellectual Property if such Intellectual Property rights were held by the Partnership as of the date hereof. (c) After The parties hereto acknowledge that Consolidated Supplies, Services and Systems, a Nevada corporation and an Affiliate of Flamingo (“CS3”), owns certain assets listed on Section 7.8(c) of the ClosingFlamingo Disclosure Letter and used exclusively in the operation of the Casino Property (collectively, Sellers the “CS3 Assets”). Flamingo shall refer cause CS3 to take such actions as are necessary to cause CS3 at the Closing to transfer to Flamingo Buyer all inquiries relating the CS3 Assets, and certain of the Liabilities associated therewith that would be Flamingo Assumed Liabilities if such Liabilities were Liabilities of Flamingo (“CS3 Liabilities”). In addition, such CS3 Assets shall be deemed to be Flamingo Purchased Assets for purposes of this Agreement and such CS3 Liabilities shall be deemed to be Flamingo Assumed Liabilities for purposes of this Agreement, including without limitation, the representations and warranties with respect to the Flamingo Purchased Assets and promptly deliver to Buyer (A) any mail, packages and other communications addressed to Sellers relating to the Purchased Assets and (B) any cash or other property that the Partnership receives and that properly belongs to Buyer, including any insurance proceeds, payments and interest payable thereonFlamingo Assumed Liabilities set forth in Article V hereof.

Further Assurances and Actions. (a) Subject to the terms and conditions herein, including the provisions set forth in Section 6.4, (1) Buyer and Seller each of the parties hereto agrees agree to use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, including using their respective commercially reasonable efforts (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Contracts with each party hereto as are necessary or desirable for the consummation of the transactions contemplated by this Agreement Agreement, and (ii) to fulfill all conditions precedent set forth in Article VII applicable to such party pursuant to this AgreementAgreement and (2) Buyer and PGP each agrees to use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to obtain the Financing. (b) In case the event that at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, (i) to vest Buyer with full title to the Partnership Interest, (ii) to vest Sellers (or their designees) with full title to the Excluded Assets, and (iii) for the assumption of the Excluded Liabilities by SellersLLC Interests, the proper officers and/or directors, managers, partners directors of Buyer and/or managers or equivalents officers of Buyer, Sellers, the Partnership and their respective Affiliates Seller shall take all such action reasonably necessary action (including executing and delivering further notices, assumptions, releases assumptions and acquisitionsreleases) and Sellers shall bear the cost of any to vest Buyer with such necessary action; provided, that if such action is necessary due to events or circumstances particular to Buyer or any of its Affiliates, Buyer shall bear the cost of such action. Prior to the Closing, Sellers and its Affiliates shall assign to the Partnership all Intellectual Property held by such entities that would otherwise constitute Transferred Intellectual Property if such Intellectual Property rights were held by the Partnership as of the date hereoftitle. (c) After In the event prior to Closing the LGCB requests in writing any modification or amendment to this Agreement or any other agreement or document executed or anticipated to be executed in accordance with the provisions hereof that in the reasonable judgment of both Buyer and Seller (1) would not adversely affect or change the terms and provisions of this Agreement or (2) impose any unreasonable conditions or obligations on Seller, Buyer or the Company, the obligations of the respective parties hereunder or thereunder, or any other obligations of Seller, Buyer or the Company, Seller and Buyer agree to effect promptly such requested modification or amendment. (d) Seller agrees that after the Closing, Sellers it shall refer use its commercially reasonable efforts to Buyer promptly satisfy all inquiries relating to the Purchased Assets and promptly deliver to Buyer (A) any mail, packages and other communications addressed to Sellers relating to the Purchased Assets and (B) any cash or other property that the Partnership receives and that properly belongs to Buyer, including any insurance proceeds, payments and interest payable thereonSeller Pre-Closing Obligations as they become due.

Further Assurances and Actions. (a) Subject Seller will use commercially reasonable efforts to cause the Company to seek, during the period prior to the terms Closing Date, the consent, approval or waiver, in form and conditions hereinsubstance reasonably satisfactory to Buyer, each from any party to any Material Contract required to be obtained to assign or transfer any such Material Contract to Buyer as set forth on Section 4.2(b) of the parties hereto agrees Seller Disclosure Letter; provided, however, that neither Seller nor Buyer shall have any obligation to make any concessions or offer or pay any consideration in order to obtain any such consents or approvals; and provided, further, that Seller shall not, and shall cause the Company not to, make any agreement or understanding affecting the Business as a condition for obtaining any such consents or waivers except with the prior written consent of Buyer. Prior to the Closing Date, Buyer shall use its commercially reasonable best efforts to takecooperate with Seller in attempting to obtain the consents, or cause to be taken, all appropriate action, approvals and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions waivers contemplated by this Section 6.8(a). Notwithstanding anything set forth in this Section 6.8(a), Seller’s failure to obtain any consents, waivers, or approvals contemplated by Section 6.8(a) shall not constitute a Company Material Adverse Effect or a breach of any representation, warranty, condition, covenant or agreement contained in this Agreement, includingand, without limitation, (i) using their respective reasonable best efforts to obtain all licenses, permits, obtaining any such consents, approvalswaivers, authorizationsapprovals or other agreements, qualifications and orders of Governmental Entities and parties certificates or documents referenced in such Sections shall not constitute a condition to Contracts with each party hereto as are necessary for consummation of Buyer’s obligations to effect the transactions contemplated by this Agreement and (ii) to fulfill all conditions precedent applicable to such party pursuant to this AgreementClosing. (b) In case Notwithstanding Section 6.8(a), in the event that at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, (i) to vest Buyer with full title to the Partnership Interest, (ii) to vest Sellers (or their designees) with full title to the Excluded Assets, and (iii) for the assumption of the Excluded Liabilities by SellersPurchased Interests, the proper officers and/or directors, managers, partners managers of Buyer and/or managers or equivalents officers of Buyer, Sellers, the Partnership and their respective Affiliates Seller shall take all such action reasonably necessary action (including executing and delivering further instruments, notices, assumptions, releases assumptions and acquisitionsreleases) and Sellers shall bear the cost of any to vest Buyer with such necessary action; provided, that if such action is necessary due to events or circumstances particular to Buyer or any of its Affiliates, Buyer shall bear the cost of such action. Prior to the Closing, Sellers and its Affiliates shall assign to the Partnership all Intellectual Property held by such entities that would otherwise constitute Transferred Intellectual Property if such Intellectual Property rights were held by the Partnership as of the date hereoftitle. (c) After the Closing, Sellers shall refer to Buyer all inquiries relating to the Purchased Assets and promptly deliver to Buyer (A) any mail, packages and other communications addressed to Sellers relating to the Purchased Assets and (B) any cash or other property that the Partnership receives and that properly belongs to Buyer, including any insurance proceeds, payments and interest payable thereon.

Further Assurances and Actions. (a) Subject Seller will take commercially reasonable actions to cause the Company, and the Company agrees, to seek, during the period prior to the terms Closing Date, the consent, approval or waiver, in form and conditions hereinsubstance reasonably satisfactory to Buyer, each from any party to any Material Contract required to be obtained to assign or transfer any such Material Contract to Buyer as set forth on Section 4.10(b) of the parties hereto Seller Disclosure Letter; provided, however, that neither Seller nor Buyer shall have any obligation to make any concessions or offer or pay any consideration in order to obtain any such consents or approvals; and provided, further, that Seller shall not, and shall cause the Company not to, and the Company agrees not to, make any agreement or understanding affecting the Business as a condition for obtaining any such consents or waivers, except with the prior written consent of Buyer. Prior to the Closing Date, Buyer shall use its commercially reasonable best efforts to takecooperate with Seller in attempting to obtain the consents, or cause to be taken, all appropriate action, approvals and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions waivers contemplated by this Section 6.8(a). Notwithstanding anything set forth in this Section 6.8(a), Seller’s failure to obtain any consents, waivers, or approvals contemplated by Section 6.8(a) or any of the items referenced in Section 3.4(o) shall not constitute a Company Material Adverse Effect or a breach of any representation, warranty, condition, covenant or agreement contained in this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain all licenses, permits, and obtaining any such consents, approvalswaivers, authorizationsapprovals or other agreements, qualifications and orders of Governmental Entities and parties certificates or documents referenced in such Sections shall not constitute a condition to Contracts with each party hereto as are necessary for consummation of Buyer’s obligations to effect the transactions contemplated by this Agreement and (ii) to fulfill all conditions precedent applicable to such party pursuant to this AgreementClosing. (b) In case Notwithstanding Section 6.8(a), in the event that at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, (i) to vest Buyer with full title to the Partnership Interest, (ii) to vest Sellers (or their designees) with full title to the Excluded Assets, and (iii) for the assumption of the Excluded Liabilities by SellersPurchased Interests, the proper officers and/or directors, managers, partners managers of Buyer and/or managers or equivalents officers of Buyer, Sellers, the Partnership and their respective Affiliates Seller shall take all such action reasonably necessary action (including executing and delivering further instruments, notices, assumptions, releases assumptions and acquisitionsreleases) and Sellers shall bear the cost of any to vest Buyer with such necessary action; provided, that if such action is necessary due to events or circumstances particular to Buyer or any of its Affiliates, Buyer shall bear the cost of such action. Prior to the Closing, Sellers and its Affiliates shall assign to the Partnership all Intellectual Property held by such entities that would otherwise constitute Transferred Intellectual Property if such Intellectual Property rights were held by the Partnership as of the date hereoftitle. (c) After the ClosingSeller agrees, Sellers shall refer at its sole cost and expense, to Buyer all inquiries relating cause Xxxxxxx Engineering, Inc. to the Purchased Assets and promptly deliver to Buyer (A) any mail, packages and other communications addressed to Sellers relating to the Purchased Assets and (B) any cash or other property that the Partnership receives and that properly belongs grant to Buyer, including pursuant to an agreement in a form reasonably satisfactory to Buyer, reliance rights in and to the Xxxxxxx Engineering, Inc. Phase I, which is deemed approved by Buyer upon the execution of this Agreement. (d) Seller agrees upon the request of Buyer and at Buyer’s sole cost and expense, to pull a permit prior to Closing for the construction of a 150-room hotel consistent with the plans and specifications previously drawn at the direction of Seller and deemed approved by the Buyer upon the execution of this Agreement. (e) Buyer agrees to assume the obligations of the Company set forth in that certain letter agreement dated January 3, 2006 by and between the Company and Dynasty Development Group set forth in Section 4.6 of the Seller Disclosure Letter. (f) Prior to Closing, none of Buyer, its respective Affiliates and Gaming Representatives or their respective Affiliates’ Gaming Representatives shall take, or agree to commit to take, any insurance proceedsaction (or fail to take, payments or agree to fail to take, any action, which failure to take) would or is reasonably likely to delay receipt of, or to adversely impact the ability of the Buyer, or any of their respective Gaming Representatives to obtain Governmental Entity approval necessary for the consummation of the transactions contemplated by this Agreement or necessary to permit Buyer to acquire the Purchased Interests and interest payable thereonto operate the Business, in each case, after the Closing in substantially the same manner as owned and operated by the Company prior to the Closing. Without limiting the foregoing, none of Buyer, its respective Affiliates and Gaming Representatives or their respective Affiliates’ Gaming Representatives shall withdraw, rescind, revoke or otherwise terminate or cancel any applications, filings or other submissions made in connection with obtaining any Governmental Entity approvals or Gaming Approvals (or cause any of the foregoing to occur), unless requested by the applicable Governmental Entity to resubmit such application with modification.

Further Assurances and Actions. (a) Subject Seller will take commercially reasonable actions to cause the Company, and the Company agrees, to seek, during the period prior to the terms Closing Date, the consent, approval or waiver, in form and conditions hereinsubstance reasonably satisfactory to Buyer, each from any party to any Material Contract required to be obtained to assign or transfer any such Material Contract to Buyer as set forth on Section 4.10(b) of the parties hereto Seller Disclosure Letter; provided, however, that neither Seller nor Buyer shall have any obligation to make any concessions or offer or pay any consideration in order to obtain any such consents or approvals; and provided, further, that Seller shall not, and shall cause the Company not to, and the Company agrees not to, make any agreement or understanding affecting the Business as a condition for obtaining any such consents or waivers, except with the prior written consent of Buyer. Prior to the Closing Date, Buyer shall use its commercially reasonable best efforts to takecooperate with Seller in attempting to obtain the consents, or cause to be taken, all appropriate action, approvals and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions waivers contemplated by this Section 6.8(a). Notwithstanding anything set forth in this Section 6.8(a), Seller’s failure to obtain any consents, waivers, or approvals contemplated by Section 6.8(a) or any of the items referenced in Section 3.4(l) shall not constitute a Company Material Adverse Effect or a breach of any representation, warranty, condition, covenant or agreement contained in this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain all licenses, permits, and obtaining any such consents, approvalswaivers, authorizationsapprovals or other agreements, qualifications certificates or documents referenced in such Sections shall not constitute a condition to Buyer’s and orders of Governmental Entities and parties Parent’s obligations to Contracts with each party hereto as are necessary for consummation of effect the transactions contemplated by this Agreement and (ii) to fulfill all conditions precedent applicable to such party pursuant to this AgreementClosing. (b) In case Notwithstanding Section 6.8(a), in the event that at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, (i) to vest Buyer with full title to the Partnership Interest, (ii) to vest Sellers (or their designees) with full title to the Excluded Assets, and (iii) for the assumption of the Excluded Liabilities by SellersPurchased Shares, the proper officers and/or directors, managers, partners managers of Buyer and/or managers or equivalents officers of Buyer, Sellers, the Partnership and their respective Affiliates Seller shall take all such action reasonably necessary action (including executing and delivering further instruments, notices, assumptions, releases assumptions and acquisitionsreleases) and Sellers shall bear the cost of any to vest Buyer with such necessary action; provided, that if such action is necessary due to events or circumstances particular to Buyer or any of its Affiliates, Buyer shall bear the cost of such action. Prior to the Closing, Sellers and its Affiliates shall assign to the Partnership all Intellectual Property held by such entities that would otherwise constitute Transferred Intellectual Property if such Intellectual Property rights were held by the Partnership as of the date hereoftitle. (c) After the Closing, Sellers shall refer Seller covenants and agrees to cause Blackstone Consulting LLC to grant to Buyer all inquiries relating reliance rights in and to the Purchased Assets and promptly deliver Blackstone Phase I pursuant to Buyer (A) any mail, packages and other communications addressed to Sellers relating to the Purchased Assets and (B) any cash or other property that the Partnership receives and that properly belongs an agreement in a form reasonably satisfactory to Buyer, including any insurance proceeds, payments and interest payable thereon.

Further Assurances and Actions. (a) Subject to the terms and conditions hereinherein (including, without limitation Section 1.6 hereof), each of the parties party hereto agrees to use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, including using their respective commercially reasonable efforts (i) using their respective reasonable best efforts to obtain all licensesSeller Permits and Buyer Permits, permits, consents, approvals, authorizations, qualifications as applicable and orders consents of Governmental Entities and parties to Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement; provided, however, that such efforts shall not require Seller or any of its Affiliates to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent; provided further, however, that neither Buyer nor Seller shall be required to make any payments to any counterparty to Material Assumed Contracts, and Buyer shall not be required to agree to modifications of the terms of any Material Assumed Contracts in order to obtain such consents (other than Buyer posting a letter of credit or a cash deposit in respect of the Marina Lease in amounts and on terms consistent with the existing requirements). (b) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, (i) Agreement or to vest Buyer with full title to the Partnership Interest, (ii) to vest Sellers Purchased Assets (or their designeesto record or evidence the same) with full title or to the Excluded Assets, and (iii) for the cause Buyer to further confirm its assumption of the Excluded Liabilities all Assumed Liabilities, in each case, as contemplated by Sellersthis Agreement, the proper officers and/or directors, managers, partners or equivalents directors of Buyer, Sellers, the Partnership Buyer and Seller and their respective Affiliates shall take all such action reasonably necessary action (including executing and delivering further notices, assumptions, releases assignments and acquisitionsreleases) and Sellers shall bear to effect the cost of any such necessary actionsame; provided, provided that if such action is necessary due to events or circumstances particular to Buyer or any of its AffiliatesBuyer, Buyer shall bear the full cost of such action. Prior to the Closing, Sellers and its Affiliates shall assign to the Partnership all Intellectual Property held by such entities that would otherwise constitute Transferred Intellectual Property if such Intellectual Property rights were held by the Partnership as of the date hereof. (c) After the Closing, Sellers shall refer to Buyer all inquiries relating to the Purchased Assets and promptly deliver to Buyer (A) any mail, packages and other communications addressed to Sellers relating to the Purchased Assets and (B) any cash or other property that the Partnership receives and that properly belongs to Buyer, including any insurance proceeds, payments and interest payable thereon.

Further Assurances and Actions. (a) Subject Seller will take commercially reasonable actions to cause the Company, and the Company agrees, to seek, during the period prior to the terms Closing Date, the consent, approval or waiver, in form and conditions hereinsubstance reasonably satisfactory to Buyer, each from any party to any Material Contract required to be obtained to assign or transfer any such Material Contract to Buyer as set forth on Section 4.10(b) of the parties hereto Seller Disclosure Letter; provided, however, that neither Seller nor Buyer shall have any obligation to make any concessions or offer or pay any consideration in order to obtain any such consents or approvals; and provided, further, that Seller shall not, and shall cause the Company not to, and the Company agrees not to, make any agreement or understanding affecting the Business as a condition for obtaining any such consents or waivers, except with the prior written consent of Buyer. Prior to the Closing Date, Buyer shall use its commercially reasonable best efforts to takecooperate with Seller in attempting to obtain the consents, or cause to be taken, all appropriate action, approvals and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions waivers contemplated by this Section 6.8(a). Notwithstanding anything set forth in this Section 6.8(a), Seller's failure to obtain any consents, waivers, or approvals contemplated by Section 6.8(a) or any of the items referenced in Section 3.4(l) shall not constitute a Company Material Adverse Effect or a breach of any representation, warranty, condition, covenant or agreement contained in this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain all licenses, permits, and obtaining any such consents, approvalswaivers, authorizationsapprovals or other agreements, qualifications certificates or documents referenced in such Sections shall not constitute a condition to Buyer's and orders of Governmental Entities and parties Parent's obligations to Contracts with each party hereto as are necessary for consummation of effect the transactions contemplated by this Agreement and (ii) to fulfill all conditions precedent applicable to such party pursuant to this AgreementClosing. (b) In case Notwithstanding Section 6.8(a), in the event that at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, (i) to vest Buyer with full title to the Partnership Interest, (ii) to vest Sellers (or their designees) with full title to the Excluded Assets, and (iii) for the assumption of the Excluded Liabilities by SellersPurchased Shares, the proper officers and/or directors, managers, partners managers of Buyer and/or managers or equivalents officers of Buyer, Sellers, the Partnership and their respective Affiliates Seller shall take all such action reasonably necessary action (including executing and delivering further instruments, notices, assumptions, releases assumptions and acquisitionsreleases) and Sellers shall bear the cost of any to vest Buyer with such necessary action; provided, that if such action is necessary due to events or circumstances particular to Buyer or any of its Affiliates, Buyer shall bear the cost of such action. Prior to the Closing, Sellers and its Affiliates shall assign to the Partnership all Intellectual Property held by such entities that would otherwise constitute Transferred Intellectual Property if such Intellectual Property rights were held by the Partnership as of the date hereoftitle. (c) After the Closing, Sellers shall refer Seller covenants and agrees to cause Blackstone Consulting LLC to grant to Buyer all inquiries relating reliance rights in and to the Purchased Assets and promptly deliver Blackstone Phase I pursuant to Buyer (A) any mail, packages and other communications addressed to Sellers relating to the Purchased Assets and (B) any cash or other property that the Partnership receives and that properly belongs an agreement in a form reasonably satisfactory to Buyer, including any insurance proceeds, payments and interest payable thereon.

Further Assurances and Actions. (a) Subject to the terms and conditions herein, including, without limitation Section 7.6(e) hereof, each of the parties party hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts (i) to obtain all licensesSeller Permits and Buyer Permits, permits, consents, approvals, authorizations, qualifications as applicable and orders consents of Governmental Entities and parties to Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement Agreement, (ii) to obtain estoppel certificates (certifying as to defaults, term and other items reasonably requested by Buyer and Buyer’s lender) from the Landlord under the Ground Lease (the “Ground Lease Estoppel Certificate”) and (iiiii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement. (b) In Subject to Section 7.6(e) hereof, in case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, (i) Agreement or to vest Buyer with full title to the Partnership Interest, (ii) to vest Sellers (or their designees) with full title to the Excluded Assets, and (iii) for the assumption of the Excluded Liabilities by Sellers, Purchased Assets the proper officers and/or directors, managers, partners or equivalents directors of Buyer, Sellers, the Partnership Buyer and their respective Affiliates Seller shall take all such action reasonably necessary action (including such officers’ executing and delivering further notices, assumptions, releases and acquisitions) and Sellers shall bear the cost of any such necessary action); provided, that if such action is necessary due to events or circumstances particular to Buyer or any of its AffiliatesBuyer, Buyer shall bear the cost of such action. Prior to the Closing, Sellers and its Affiliates shall assign to the Partnership all Intellectual Property held by such entities that would otherwise constitute Transferred Intellectual Property if such Intellectual Property rights were held by the Partnership as of the date hereof. (c) After Buyer shall use its reasonable best efforts to deliver to Seller and Landlord a certificate and such other documents and/or guarantees as may be necessary so as to release Seller from all further obligations, including monetary obligations, under the ClosingGround Lease. (d) The parties hereto acknowledge that Consolidated Supplies, Sellers Services and Systems, a Nevada corporation and wholly-owned subsidiary of Caesars (“CS3”) owns certain slot machines used exclusively in the operation of the Property (collectively, the “CS3 Assets”). Seller shall refer cause CS3 to take such actions as are necessary to cause CS3 at the Closing to transfer to Buyer all inquiries relating the CS3 Assets, and the Liabilities associated therewith that would be Assumed Liabilities if such Liabilities were Liabilities of Seller (“CS3 Liabilities”). In addition, such CS3 Assets shall be deemed to the be Purchased Assets for purposes of this Agreement and promptly deliver such CS3 Liabilities shall be deemed to Buyer (A) any mail, packages and other communications addressed to Sellers relating to the Purchased Assets and (B) any cash or other property that the Partnership receives and that properly belongs to Buyer, including any insurance proceeds, payments and interest payable thereonbe Assumed Liabilities for purposes of this Agreement.

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Contracts contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement. (b) In case at any time after the Closing Effective Date any further action is necessary to carry out the purposes of this Agreement, (i) Agreement or to vest Buyer the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities, franchises of any of the Partnership Interest, (ii) to vest Sellers (or their designees) with full title parties to the Excluded Assets, and (iii) for the assumption of the Excluded Liabilities by SellersMerger, the proper officers and/or directorsdirectors of Xxxxxx'x, managers, partners or equivalents of Buyer, Sellers, Rio and the Partnership and their respective Affiliates Surviving Corporation shall take all such necessary action (including executing and delivering further notices, assumptions, releases and acquisitions) and Sellers shall bear the cost of any such necessary action; provided, that if such action is necessary due to events or circumstances particular to Buyer or any of its Affiliates, Buyer shall bear the cost of such action. Prior to the Closing, Sellers and its Affiliates shall assign to the Partnership all Intellectual Property held by such entities that would otherwise constitute Transferred Intellectual Property if such Intellectual Property rights were held by the Partnership as of the date hereof. (c) After the Closing, Sellers shall refer to Buyer all inquiries relating Notwithstanding anything to the Purchased Assets and promptly deliver to Buyer (A) any mail, packages and other communications addressed to Sellers relating foregoing to the Purchased Assets and (B) any cash or other property contrary, in the event that the Partnership receives Merger or any of the other transactions contemplated by this Agreement will give rise to any default or breach under the terms of the Indentures governing Rio's 10-5/8% Senior Subordinated Notes due 2005 and 9-1/2% Senior Subordinated Notes due 2007, the seeking of the waiver or consent of the holders of such indebtedness to such default or breach shall be on terms and conditions determined by Xxxxxx'x in its sole and absolute discretion, which may include, subject to such discretion, the repayment or repurchase of such indebtedness and the amendment of the terms of such indebtedness which remains outstanding, in each case on terms that properly belongs are usual and customary for similar transactions. In the event that a consent or waiver necessary to Buyersatisfy Section 6.3(e) shall not be received on terms and conditions acceptable to Xxxxxx'x, including then Xxxxxx'x shall not be obligated to consummate the Merger or any insurance proceedsother transaction contemplated hereby; PROVIDED, payments and interest payable thereonHOWEVER, that this Section 5.15(c) shall not apply to Section 4.08 of Rio's Indenture dated July 21, 1995 for the 10-5/8% Senior Subordinated Notes Due 2005, Section 4.08 of Rio's Indenture dated February 11, 1997 for the 9-1/2% Senior Subordinated Notes Due 2007.

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to (i) obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement and Agreement, (ii) to fulfill all conditions precedent applicable to such party pursuant to this AgreementAgreement and (iii) terminate or allow to expire all obligations and Liabilities of Xxxxxx'x Seller One or its Affiliates pursuant to the Homebuyer Guarantee Program and the City of East Chicago Obligations. To the knowledge of Xxxxxx'x Seller One, it has performed, and will perform, all of its obligations then due under the Homebuyer Guarantee Program and the City of East Chicago Obligations in all material respects. (b) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, (i) Agreement or to vest Buyer with full title to the Partnership Interest, (ii) to vest Sellers (or their designees) with full title to the Excluded Assets, Total Assets and (iii) for the assumption of the Excluded Liabilities by SellersAssumed Liabilities, the proper officers and/or directors, managers, partners directors of Buyer and the appropriate Seller or equivalents of Buyer, Sellers, the Partnership and their respective Affiliates as applicable, shall take all such action reasonably necessary action (including (i) executing and delivering further affidavits, instruments, notices, assumptions, releases and acquisitionsacquisitions and (ii) transferring its Purchased Assets from an Affiliate of a Seller to such Seller, as applicable) and Sellers the applicable Seller shall bear the cost of any such necessary action; provided, that if such action is necessary due to events or circumstances particular to Buyer or any of its Affiliatesassigns, Buyer shall bear the cost of such action. Prior to the Closing, Sellers and its Affiliates shall assign to the Partnership all Intellectual Property held by such entities that would otherwise constitute Transferred Intellectual Property if such Intellectual Property rights were held by the Partnership as of the date hereof. (c) After the Closing, Sellers each Seller shall refer to Buyer all inquiries relating to the Purchased Assets and promptly as soon as reasonably practicable deliver to Buyer (Ai) any mail, packages and other communications addressed to Sellers such Seller relating to the Purchased Assets and (Bii) any cash or other property that the Partnership such Seller receives and that properly belongs to BuyerBuyer pursuant to the terms hereof, including any insurance proceeds, payments and interest payable thereon. (d) The parties hereto acknowledge that Affiliates of a Seller may hold certain assets used exclusively in the operation of, or employs certain Persons that work at, its respective Property (collectively, the "Affiliate Assets"). The applicable Seller shall cause its Affiliate to take such actions as are necessary to cause such Affiliates at the Closing to transfer to Buyer the Affiliate Assets, and the Liabilities associated therewith that would be Assumed Liabilities if such Liabilities were Liabilities of a Seller ("Affiliate Liabilities"). In addition, such Affiliate Assets shall be deemed to be Purchased Assets or Property Employees, as applicable, of a Seller for purposes of this Agreement and such Affiliate Liabilities shall be deemed to be Assumed Liabilities for purposes of this Agreement. Sellers represent that the Affiliate Assets (other than the Persons that work at the Properties), and any Affiliate Liabilities, are not material in amount, other than the Real Property set forth in Section 6.7(a) of a Seller Disclosure Letter. (e) Each of the Sellers agrees that it shall use its reasonable best efforts to have House Funds at its Property as of the Transfer Time in an amount equal to the minimum cash amounts on hand at each Property as required by Law; provided, however, that nothing in this Section 8.8(e) shall impact (i) Buyer's obligations set forth in Section 4.2 hereof to reimburse Seller for all House Funds in excess of the Minimum Cash or (ii) Sellers obligation to deliver to Buyer the Minimum Cash at the Closing.