Common use of Gaming Approvals Clause in Contracts

Gaming Approvals. If, within two hundred seventy (270) days (or such longer time as may be agreed between Owner and Propco) after the finalization and execution of the Sale Agreement and the other definitive documents relating to the Call Right (the “Regulatory Period”), any necessary licenses, qualifications and approvals from applicable Gaming Authorities required for the exercise of the Call Right and the consummation of the transactions contemplated thereby (the “Requisite Gaming Approvals”) have not been obtained (such event, a “Gaming Approval Failure”), then (i) the Parties shall use good faith, commercially reasonable efforts to implement the Alternative Transaction (as provided in Section 2(j) below) and (ii) if upon the expiration of the Propco Election Period (or, if later, the date that is fifteen months following the date on which the process to implement the Alternative Transaction commences) (the period from the commencement of the process to implement the Alternative Transaction through such applicable date, the “Alternative Transaction Period”), notwithstanding the use of good faith, commercially reasonable efforts by the Parties throughout such period, the Alternative Transaction has not been consummated, this Agreement shall automatically terminate. Owner is obligated to use good faith, commercially reasonable efforts in order to timely obtain the Requisite Gaming Approvals, and Propco is obligated to use good faith, commercially reasonable efforts in order to timely obtain such items. If there is a dispute among the Parties as to whether good faith, commercially reasonable efforts were used by Owner or Propco throughout the Regulatory Period, or the Alternative Transaction Period, such dispute shall be resolved in accordance with the procedures set forth in Section 3 hereof. If it is determined by the Arbitration Panel that Owner did not use good faith, commercially reasonable efforts throughout the Regulatory Period or the Alternative Transaction Period, then Owner shall pay to Propco the Value Loss Amount within sixty (60) days after such determination.

Gaming Approvals. If, within two hundred seventy (270) days (or such longer time as may be agreed between Owner and Propco) after the finalization and execution of the Sale and Assignment Agreement and the other definitive documents relating to the Call Right (the “Regulatory Period”), any necessary licenses, qualifications and approvals from applicable Gaming Authorities required for the exercise of the Call Right and the consummation of the transactions contemplated thereby (the “Requisite Gaming Approvals”) have not been obtained (such event, a “Gaming Approval Failure”), then (i) the Parties shall use good faith, commercially reasonable efforts to implement the Alternative Transaction (as provided in Section 2(j) below) and (ii) if upon the expiration of the Propco Election Period (or, if later, the date that is fifteen months following the date on which the process to implement the Alternative Transaction commences) (the period from the commencement of the process to implement the Alternative Transaction through such applicable date, the “Alternative Transaction Period”), notwithstanding the use of good faith, commercially reasonable efforts by the Parties throughout such period, the Alternative Transaction has not been consummated, this Agreement shall automatically terminate. Owner is obligated to use good faith, commercially reasonable efforts in order to timely obtain the Requisite Gaming Approvals, and Propco is obligated to use good faith, commercially reasonable efforts in order to timely obtain such items. If there is a dispute among the Parties as to whether good faith, commercially reasonable efforts were used by Owner or Propco throughout the Regulatory Period, or the Alternative Transaction Period, such dispute shall be resolved in accordance with the procedures set forth in Section 3 hereof. If it is determined by the Arbitration Panel that Owner did not use good faith, commercially reasonable efforts throughout the Regulatory Period or the Alternative Transaction Period, then Owner shall pay to Propco the Value Loss Amount within sixty (60) days after such determination.

Gaming Approvals. If, within two hundred seventy (270) days (or such longer time as may be agreed between Owner and Propco) after the finalization and execution of the Sale Agreement and the other definitive documents relating to the Call Right (the “Regulatory Period”), any necessary licenses, qualifications and approvals from applicable Gaming Authorities required for the exercise of the Call Right and the consummation of the transactions contemplated thereby (the “Requisite Gaming Approvals”) have not been obtained (such event, a “Gaming Approval Failure”), then (i) the Parties shall use good faith, commercially reasonable efforts to implement the Alternative Transaction (as provided in Section 2(j) below) and (ii) if upon the expiration of the Propco Election Period (or, if later, the date that is fifteen months following the date on which the process to implement the Alternative Transaction commences) (the period from the commencement of the process to implement the Alternative Transaction through such applicable date, the “Alternative Transaction Period”), notwithstanding the use of good faith, commercially reasonable efforts by the Parties throughout such period, the Alternative Transaction has not been consummated, this Agreement shall automatically terminate. Owner is obligated to use good faith, commercially reasonable efforts in order to timely obtain the Requisite Gaming Approvals, and Propco is obligated to use good faith, commercially reasonable efforts in order to timely obtain such items. If there is a dispute among the Parties as to whether good faith, commercially reasonable efforts were used by Owner or Propco throughout the Regulatory Period, or the Alternative Transaction Period, such dispute shall be resolved in accordance with the procedures set forth in Section 3 hereof. If it is determined by the Arbitration Panel that Owner did not use good faith, commercially reasonable efforts throughout the Regulatory Period or the Alternative Transaction Period, then Owner shall pay to Propco the Value Loss Amount within sixty (60) days after such determination.