Common use of Gaming Approvals and Licensing Matters Clause in Contracts

Gaming Approvals and Licensing Matters. The Merger Partner Required Gaming Licensees are the only Persons who will required to be authorized, licensed or found suitable under any Gaming Laws in connection with the consummation of the transactions contemplated by any of the Transaction Documents. None of the Merger Partner Required Gaming Licensees, Merger Partner or any of their respective Affiliates or Representatives, any beneficial owner of five percent (5%) or more of the voting stock or equity interests of Merger Partner or, to the Knowledge of Merger Partner, any lender of Merger Partner or its Affiliates, in each case who or which will be required to be authorized, licensed or found suitable under any Gaming Laws in connection with the consummation of the transactions contemplated by any of the Transaction Documents, has ever been denied a gaming license, approval, or related finding of suitability by any Gaming Authority, had any gaming license or approval revoked, suspended or denied, and there are no conditions, constraints, limitations or qualifications existing with respect to any gaming license or approval previously granted to Merger Partner or any of its Affiliates. There are no facts or circumstances with respect to any Merger Partner Required Gaming Licensee, Merger Partner or any of Merger Partner’s Affiliates insofar as such Affiliate-owned interest would

Gaming Approvals and Licensing Matters. The Merger Partner Spinco Business Required Gaming Licensees are the only Persons who will required to be authorized, licensed or found suitable under any Gaming Laws in connection with the consummation of the transactions contemplated by any of the Transaction Documents. None of the Merger Partner Spinco Business Required Gaming Licensees, Merger Partner Remainco or any of their respective Affiliates or Representatives, any beneficial owner of five percent (5%) or more of the voting stock or equity interests of Merger Partner Remainco or, to the Knowledge of Merger PartnerRemainco, any lender of Merger Partner Remainco or its Affiliates, in each case who or which will be required to be authorized, licensed or found suitable under any Gaming Laws in connection with the consummation of the transactions contemplated by any of the Transaction Documents, has ever been denied a gaming license, approval, or related finding of suitability by any Gaming Authority, had any gaming license or approval revoked, suspended or denied, and there are no conditions, constraints, limitations or qualifications existing with respect to any gaming license or approval previously granted to Merger Partner Remainco or any of its Affiliates (including, for purposes of this sentence, Delta and its Affiliates). There are no facts or circumstances with respect to any Merger Partner Spinco Business Required Gaming Licensee, Merger Partner Remainco or any of Merger PartnerRemainco’s Affiliates insofar as such Affiliate-owned interest wouldwould be attributable to any Spinco Business Required Gaming Licensee or Remainco under any Gaming Laws, that would prevent or materially delay receipt of any Gaming Approvals. Each Affiliate of Remainco that is required to be authorized or licensed under any Gaming Laws (other than with respect to the Contemplated Transactions) is in possession of

Gaming Approvals and Licensing Matters. The Merger Partner Required Gaming Licensees are Except as would not, individually or in the only Persons who will required aggregate, reasonably be expected to be authorizedresult in a Material Adverse Change, licensed or found suitable under any Gaming Laws in connection with the consummation none of the transactions contemplated by any Company, Escrow Issuer, Holdings, Multimedia Games or, to the knowledge of the Transaction Documents. None of the Merger Partner Required Gaming LicenseesHoldings, Merger Partner or any of their respective Affiliates officers, directors or RepresentativesAffiliates, any existing beneficial owner of five percent (5%) or more of the voting stock or equity interests of Merger Partner or, to the Knowledge of Merger Partner, any lender of Merger Partner or its AffiliatesHoldings, in each case who or which will be required to be authorized, licensed or found suitable under any Gaming Laws applicable gaming laws in connection with the consummation of the transactions contemplated by any of the Transaction DocumentsMerger Agreement, including the Acquisition, has ever been denied a gaming license, approval, or related finding of suitability by any Gaming Authoritygaming authority, or had any gaming license or approval revokedrevoked or suspended. As of the date hereof, suspended or deniedto the knowledge of the Company, Escrow Issuer and the Guarantors, there are no conditions, constraints, limitations or qualifications existing with respect to any gaming license or approval previously granted to Merger Partner or any of its Affiliates. There are no facts or circumstances with respect to any Merger Partner Required Gaming Licenseethe Company, Merger Partner Escrow Issuer, Holdings, Multimedia Games or any of Merger Partner’s their respective Affiliates insofar as such Affiliate-owned interest wouldwould be attributable to the Company, Escrow Issuer, Holdings or Multimedia Games under any applicable gaming law, that would prevent or materially delay receipt of any gaming approvals required to be given or obtained in connection with the transactions described in the Merger Agreement. Any certificate signed by an officer of the Company, Escrow Issuer, Multimedia Games or any other Guarantor and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company, Escrow Issuer, Multimedia Games or such Guarantor to each Initial Purchaser as to the matters set forth therein.