Common use of Gaming Laws Clause in Contracts

Gaming Laws. As a holder of privileged gaming licenses, Licensor and its affiliates are required to adhere to strict laws and regulations regarding vendor and other business relationships or associations. If at any time Licensor determines, in its sole discretion, that its association with Licensee could violate any statutes and/or regulations regarding prohibited relationships with gaming companies, or if Licensor determines, in its sole discretion, that it would be in its best interest to terminate its relationship with Licensee in order to protect any proposed or pending licensing applications or any of its privileged gaming licenses, Licensor may immediately terminate this Agreement. Licensee agrees to cooperate with Licensor if requested, to undergo a background investigation to comply with Licensor compliance policies and to continue to cooperate with Licensor throughout the term of this Agreement to establish and maintain Licensee suitability. If Licensee is or becomes required to be licensed by any federal, state, and/or local gaming regulatory agency, Licensee shall secure said licensing at its sole cost and expense, or if it fails to become so licensed, or, once licensed, fails to maintain such license or fails to continue to be suitable by the governmental licensing agency, Licensor may immediately terminate this Agreement. Notwithstanding any other terms of this Agreement, in the event of termination of this Agreement pursuant to this Section 8, Licensor shall have no further liability to Licensee, except for any obligations pursuant to any work performed prior to the date that such termination becomes effective, unless otherwise prohibited by a gaming regulatory agency. Licensee agrees to notify Licensor of any change of control in its ownership which is defined as any change of ownership on 20% or more of its common stock, or any change of ownership of any of its three largest holders holding 5% or more of the outstanding common stock. Licensee agrees to comply with all federal, state, local, provincial or other laws or regulations applicable to countries outside of the United States, including but not limited to laws and regulations governing anti-corruption, anti-bribery, foreign corrupt practices, and anti-money laundering laws and regulations applicable to its business. Failure to do so could result in termination of this Agreement pursuant to this paragraph.

Gaming Laws. As (a) Each Credit Party agrees that, upon the occurrence of and during the continuance of an Event of Default and at the Administrative Agent's request, it will, and will cause each of its Subsidiaries to, cooperate with the Administrative Agent and the Required Lenders with respect to the filing of their applications for approval of, and shall use commercially reasonable efforts to take all other and further actions required by the Administrative Agent or the Required Lenders to assist the Administrative Agent and the Required Lenders with obtaining, any and all such Gaming Licenses and such other approvals or consents of the Gaming Authorities and any other Governmental Authorities with jurisdiction, as are necessary for the Administrative Agent to operate the businesses of the Borrower or its Subsidiaries or to acquire an interest in any Person holding any such Gaming License pursuant to the Gaming Laws. To enforce the provisions of this Section 7.03, where permitted by relevant Gaming Laws, the Administrative Agent (subject to applicable instructions, if any, from the Required Lenders), is empowered to request the appointment of a holder receiver from any court of privileged gaming licensescompetent jurisdiction. Such receiver shall be instructed to seek from the applicable Gaming Authority and any other Governmental Authorities with jurisdiction, Licensor authorization pursuant to the Gaming Laws to continue the operation of the businesses of the Borrower and its affiliates are required Subsidiaries under all necessary Gaming Licenses for the purpose of seeking a bona fide purchaser of the businesses of the Borrower and its Subsidiaries. Each Credit Party hereby agrees to adhere authorize, and to strict laws and regulations regarding vendor and other business relationships or associations. If at any time Licensor determines, in its sole discretion, that its association with Licensee could violate any statutes and/or regulations regarding prohibited relationships with gaming companies, or if Licensor determines, in its sole discretion, that it would be in its best interest to terminate its relationship with Licensee in order to protect any proposed or pending licensing applications or any cause each of its privileged gaming licensesSubsidiaries to authorize, Licensor may immediately terminate this Agreement. Licensee agrees such an authorization pursuant to cooperate with Licensor if requested, to undergo a background investigation to comply with Licensor compliance policies and the Gaming Laws to continue to cooperate with Licensor throughout the term operation of this Agreement to establish the businesses of the Borrower and maintain Licensee suitability. If Licensee is or becomes required to be licensed by any federalits Subsidiaries upon the request of the receiver so appointed and, state, and/or local gaming regulatory agency, Licensee shall secure said licensing at its sole cost and expense, or if it fails to become so licensed, or, once licensed, fails to maintain such license or fails to continue to be suitable by the governmental licensing agency, Licensor may immediately terminate this Agreement. Notwithstanding any other terms of this Agreement, in the event of termination of this Agreement pursuant to this Section 8, Licensor shall have no further liability to Licensee, except for any obligations pursuant to any work performed prior to the date that such termination becomes effective, unless otherwise prohibited by a gaming regulatory agency. Licensee agrees to notify Licensor of any change of control in its ownership which is defined as any change of ownership on 20% or more of its common stockCredit Party, or any change such Subsidiary, shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of ownership an Event of any of Default, each Credit Party shall further use, and shall cause its three largest holders holding 5% or more Subsidiaries to use, commercially reasonable efforts to assist in obtaining approval of the outstanding common stock. Licensee agrees to comply applicable Gaming Authority and any other Governmental Authorities with all federaljurisdiction, stateif required, local, provincial for any action or other laws transactions contemplated by this Agreement or regulations applicable to countries outside of the United StatesCredit Documents, including but not limited to laws and regulations governing anti-corruptionto, anti-briberythe preparation, foreign corrupt practicesexecution, and anti-money laundering laws filing with the applicable Gaming Authority and regulations any other Governmental Authorities with jurisdiction, of any application or applications for authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of the Borrower and its Subsidiaries under any Gaming License or transfer of control necessary or appropriate under the applicable Gaming Laws for approval of the transfer or assignment of any portion of the Collateral. Each Credit Party acknowledges that the authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of the Borrower and its business. Failure Subsidiaries under the Gaming Licenses or for a transfer of control is integral to do so could result in termination the Administrative Agent's realization of the value of the Collateral, that there is no adequate remedy at law for failure by such Credit Party to comply with the provisions of this Agreement pursuant to Section 7.03 and that such failure would not be adequately compensable in damages, and therefore agree that the agreements contained in this paragraph.Section 7.03 may be specifically enforced; and

Gaming Laws. As a holder (a) Each Loan Party agrees that, upon the occurrence of privileged gaming licensesand during the continuance of an Event of Default and at Administrative Agent’s request, Licensor it will, and will cause each of its Subsidiaries to, cooperate with Administrative Agent and the Required Lenders with respect to the filing of their applications for approval of, and shall use commercially reasonable efforts to take all other and further actions required by Administrative Agent or Required Lenders to assist Administrative Agent and the Required Lenders with obtaining, such Gaming Licenses and other such approvals or consents of the Nevada Gaming Authorities, the Mississippi Gaming Authorities, and any other Governmental Authorities with jurisdiction as are necessary for Administrative Agent to operate the businesses of the Borrower and its affiliates are required Subsidiaries or to adhere acquire an interest in any Person holding any such Gaming License pursuant to strict laws the applicable Gaming Laws. In the event any or all Loan Parties or any of their Subsidiaries fails or refuses to cooperate with the Administrative Agent in filing such applications, each Loan Party hereby irrevocably appoints and regulations regarding vendor authorizes the Administrative Agent as attorney in fact of such Loan Party for the purpose of preparing, signing, filing and other prosecuting to final action of the applicable Gaming Authorities any such applications. To enforce the provisions of this Section 8.02, where permitted by relevant Gaming Laws, Administrative Agent (subject to applicable instructions, if any, from the Required Lenders) also is empowered to request the appointment of a receiver or similar independent person to preserve and operate the business relationships or associations. If at of the Borrower and its Subsidiaries from any time Licensor determines, in its sole discretion, that its association with Licensee could violate any statutes and/or regulations regarding prohibited relationships with gaming companiescourt, or if Licensor determinesapplicable under the Gaming Laws a Gaming Authority, in of competent jurisdiction. Such receiver or similar person shall be instructed to seek from the applicable Gaming Authority and any other Governmental Authorities with jurisdiction authorization pursuant to the Gaming Laws to continue operation of the businesses of Borrower and its sole discretionSubsidiaries under all necessary Gaming Licenses for the purpose of seeking a bona fide purchaser of the businesses of the Borrower and its Subsidiaries. Each Loan Party hereby agrees to authorize, that it would be in and to cause each of its best interest Subsidiaries to terminate authorize, such an authorization pursuant to the Gaming Laws to continue the operation of the businesses of the Borrower and its relationship with Licensee in order to protect any proposed or pending licensing applications Subsidiaries upon the request of the receiver so appointed and, if such Loan Party, or any such Subsidiary shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, each Loan Party shall further use, and shall cause its privileged gaming licensesSubsidiaries to use, Licensor may immediately terminate commercially reasonable efforts to assist in obtaining approval of the applicable Gaming Authority and any other Governmental Authorities with jurisdiction, if required, for any action or transactions contemplated by this AgreementAgreement or the Loan Documents, including, preparation, execution, and filing with the applicable Gaming Authority and any other Governmental Authorities with jurisdiction of any application or applications for authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of the Borrower and its Subsidiaries under any Gaming License or transfer of control necessary or appropriate under the applicable Gaming Laws for approval of the transfer or assignment of any portion of the Collateral. Licensee agrees In the event any or all Loan Parties or their respective Subsidiaries fails or refuses to cooperate with Licensor if requestedthe Administrative Agent in filing such applications, each Loan Party hereby irrevocably appoints and authorizes the Administrative Agent as attorney in fact of such Loan Party for the purpose of preparing, signing, filing and prosecuting to undergo final action of the applicable Gaming Authorities any such applications. Each Loan Party acknowledges that the authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of the Borrower and its Subsidiaries under the Gaming Licenses or for a background investigation transfer of control is integral to Administrative Agent’s realization of the value of the Collateral, that there is no adequate remedy at law for failure by such Loan Party or its Subsidiaries to comply with Licensor compliance policies and to continue to cooperate with Licensor throughout the term provisions of this Agreement to establish Section 8.02 and maintain Licensee suitability. If Licensee is or becomes required to that such failure would not be licensed by any federaladequately compensable in damages, state, and/or local gaming regulatory agency, Licensee shall secure said licensing at its sole cost and expense, or if it fails to become so licensed, or, once licensed, fails to maintain such license or fails to continue to be suitable by therefore agree that the governmental licensing agency, Licensor may immediately terminate this Agreement. Notwithstanding any other terms of this Agreement, agreements contained in the event of termination of this Agreement pursuant to this Section 8, Licensor shall have no further liability to Licensee, except for any obligations pursuant to any work performed prior to the date that such termination becomes effective, unless otherwise prohibited by a gaming regulatory agency. Licensee agrees to notify Licensor of any change of control in its ownership which is defined as any change of ownership on 20% or more of its common stock, or any change of ownership of any of its three largest holders holding 5% or more of the outstanding common stock. Licensee agrees to comply with all federal, state, local, provincial or other laws or regulations applicable to countries outside of the United States, including but not limited to laws and regulations governing anti-corruption, anti-bribery, foreign corrupt practices, and anti-money laundering laws and regulations applicable to its business. Failure to do so could result in termination of this Agreement pursuant to this paragraph.8.02 may be specifically enforced; and

Gaming Laws. As (a) Each Loan Party agrees that, upon the occurrence of and during the continuance of an Event of Default and at Collateral Agent’s request, it will, and will cause each of its Subsidiaries to, cooperate with the Collateral Agent and the Required Lenders with respect to the filing of their applications for approval of, and shall use commercially reasonable efforts to take all other and further actions required by Collateral Agent or Required Lenders to assist the Collateral Agent and the Required Lenders with obtaining, such Gaming Licenses and other such approvals or consents of the Nevada Gaming Authorities, the Mississippi Gaming Authorities, and any other Governmental Authorities with jurisdiction as are necessary for the Collateral Agent to operate the businesses of the Borrower or its Subsidiaries or to acquire an interest in any Person holding any such Gaming License pursuant to the Gaming Laws. To enforce the provisions of this Section 9.02, where permitted by relevant Gaming Laws, Collateral Agent (subject to applicable instructions, if any, from the Required Lenders) is empowered to request the appointment of a holder receiver from any court of privileged gaming licenses, Licensor competent jurisdiction. Such receiver shall be instructed to seek from the applicable Nevada Gaming Authority or Mississippi Gaming Authority and any other Governmental Authorities with jurisdiction authorization pursuant to the Gaming Laws to continue operation of the businesses of Borrower and its affiliates are Subsidiaries under all necessary Gaming Licenses for the purpose of seeking a bona fide purchaser of the businesses of the Borrower and its Subsidiaries. Each Loan Party hereby agrees to authorize, and to cause each of its Subsidiaries to authorize, such an authorization pursuant to the Gaming Laws to continue the operation of the businesses of the Borrower and its Subsidiaries upon the request of the receiver so appointed and, if such Loan Party, or any such Subsidiary shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, each Loan Party shall further use, and shall cause its Subsidiaries to adhere use, commercially reasonable efforts to strict laws assist in obtaining approval of the applicable Nevada Gaming Authority or Mississippi Gaming Authority and regulations regarding vendor any other Governmental Authorities with jurisdiction, if required, for any action or transactions contemplated by this Agreement or the Loan Documents, including, preparation, execution, and filing with the applicable Nevada Gaming Authority or Mississippi Gaming Authority and any other business relationships Governmental Authorities with jurisdiction of any application or associationsapplications for authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of the Borrower and the Borrower and their Subsidiaries under any Gaming License or transfer of control necessary or appropriate under the applicable Gaming Laws for approval of the transfer or assignment of any portion of the Collateral. If at any time Licensor determines, in Each Loan Party acknowledges that the authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of the Borrower and its sole discretionSubsidiaries under the Gaming Licenses or for a transfer of control is integral to Collateral Agent’s realization of the value of the Collateral, that its association with Licensee could violate any statutes and/or regulations regarding prohibited relationships with gaming companies, or if Licensor determines, in its sole discretion, that it would be in its best interest to terminate its relationship with Licensee in order to protect any proposed or pending licensing applications or any of its privileged gaming licenses, Licensor may immediately terminate this Agreement. Licensee agrees to cooperate with Licensor if requested, to undergo a background investigation there is no adequate remedy at law for failure by such Loan Party to comply with Licensor compliance policies and to continue to cooperate with Licensor throughout the term provisions of this Agreement to establish Section 9.02 and maintain Licensee suitability. If Licensee is or becomes required to that such failure would not be licensed by any federaladequately compensable in damages, state, and/or local gaming regulatory agency, Licensee shall secure said licensing at its sole cost and expense, or if it fails to become so licensed, or, once licensed, fails to maintain such license or fails to continue to be suitable by therefore agree that the governmental licensing agency, Licensor may immediately terminate this Agreement. Notwithstanding any other terms of this Agreement, agreements contained in the event of termination of this Agreement pursuant to this Section 8, Licensor shall have no further liability to Licensee, except for any obligations pursuant to any work performed prior to the date that such termination becomes effective, unless otherwise prohibited by a gaming regulatory agency. Licensee agrees to notify Licensor of any change of control in its ownership which is defined as any change of ownership on 20% or more of its common stock, or any change of ownership of any of its three largest holders holding 5% or more of the outstanding common stock. Licensee agrees to comply with all federal, state, local, provincial or other laws or regulations applicable to countries outside of the United States, including but not limited to laws and regulations governing anti-corruption, anti-bribery, foreign corrupt practices, and anti-money laundering laws and regulations applicable to its business. Failure to do so could result in termination of this Agreement pursuant to this paragraph.9.02 may be specifically enforced; and

Gaming Laws. As a holder (a) Each Issuer Party agrees that, upon the occurrence of privileged gaming licensesand during the continuance of an Event of Default and at the Agent’s request, Licensor it will, and will cause each of its Subsidiaries to, cooperate with the Agent and the Required Purchasers with respect to the filing of their applications for approval of, and shall use commercially reasonable efforts to take all other and further actions required by the Agent or Required Purchasers to assist the Agent and the Required Purchasers with obtaining, such Gaming Licenses of the Gaming Authorities with jurisdiction as are necessary for the Agent to operate the businesses of the Issuer and its affiliates are required Subsidiaries or to adhere acquire an interest in any Person holding any such Gaming License pursuant to strict laws the applicable Gaming Laws. In the event any or all Issuer Parties or any of their Subsidiaries fails or refuses to cooperate with the Agent in filing such applications, each Issuer Party hereby irrevocably appoints and regulations regarding vendor authorizes the Agent as attorney in fact of such Issuer Party or Parties for the purpose of preparing, signing, filing and other prosecuting to final action of the applicable Gaming Authorities any such applications. To enforce the provisions of this Section 8.02, where permitted by relevant Gaming Laws, the Agent (subject to applicable instructions, if any, from the Required Purchasers) also is empowered to request the appointment of a receiver or similar independent person to preserve and operate the business relationships or associations. If at of the Issuer and its Subsidiaries from any time Licensor determines, in its sole discretion, that its association with Licensee could violate any statutes and/or regulations regarding prohibited relationships with gaming companiescourt, or if Licensor determinesapplicable under the Gaming Laws a Gaming Authority, in of competent jurisdiction. Such receiver or similar person shall be instructed to seek from the applicable Gaming Authority and any other Governmental Authorities with jurisdiction authorization pursuant to the Gaming Laws to continue operation of the businesses of the Issuer and its sole discretionSubsidiaries under all necessary Gaming Licenses for the purpose of seeking a bona fide purchaser of the businesses of the Issuer and its Subsidiaries. Each Issuer Party hereby agrees to authorize, that it would be in and to cause each of its best interest Subsidiaries to terminate authorize, such an authorization pursuant to the Gaming Laws to continue the operation of the businesses of the Issuer and its relationship with Licensee in order to protect any proposed or pending licensing applications Subsidiaries upon the request of the receiver so appointed and, if such Issuer Party, or any such Subsidiary shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, each Issuer Party shall further use, and shall cause its privileged gaming licensesSubsidiaries to use, Licensor may immediately terminate commercially reasonable efforts to assist in obtaining approval of the applicable Gaming Authority and any other Governmental Authorities with jurisdiction, if required, for any action or transactions contemplated by this AgreementAgreement or the Purchase Documents, including, preparation, execution, and filing with the applicable Gaming Authority and any other Governmental Authorities with jurisdiction of any application or applications for authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of the Issuer and its Subsidiaries under any Gaming License or transfer of control necessary or appropriate under the applicable Gaming Laws for approval of the transfer or assignment of any portion of the Collateral. Licensee agrees In the event any or all Issuer Parties or their respective Subsidiaries fails or refuses to cooperate with Licensor if requestedthe Agent in filing such applications, each Issuer Party hereby irrevocably appoints and authorizes the Agent as attorney in fact of such Issuer Party or Parties for the purpose of preparing, signing, filing and prosecuting to undergo final action of the applicable Gaming Authorities any such applications. Each Issuer Party acknowledges that the authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of the Issuer and its Subsidiaries under the Gaming Licenses or for a background investigation transfer of control is integral to the Agent’s realization of the value of the Collateral, that there is no adequate remedy at law for failure by such Issuer Party or its Subsidiaries to comply with Licensor compliance policies and to continue to cooperate with Licensor throughout the term provisions of this Agreement to establish Section 8.02 and maintain Licensee suitability. If Licensee is or becomes required to that such failure would not be licensed by any federaladequately compensable in damages, state, and/or local gaming regulatory agency, Licensee shall secure said licensing at its sole cost and expense, or if it fails to become so licensed, or, once licensed, fails to maintain such license or fails to continue to be suitable by therefor agree that the governmental licensing agency, Licensor may immediately terminate this Agreement. Notwithstanding any other terms of this Agreement, agreements contained in the event of termination of this Agreement pursuant to this Section 8, Licensor shall have no further liability to Licensee, except for any obligations pursuant to any work performed prior to the date that such termination becomes effective, unless otherwise prohibited by a gaming regulatory agency. Licensee agrees to notify Licensor of any change of control in its ownership which is defined as any change of ownership on 20% or more of its common stock, or any change of ownership of any of its three largest holders holding 5% or more of the outstanding common stock. Licensee agrees to comply with all federal, state, local, provincial or other laws or regulations applicable to countries outside of the United States, including but not limited to laws and regulations governing anti-corruption, anti-bribery, foreign corrupt practices, and anti-money laundering laws and regulations applicable to its business. Failure to do so could result in termination of this Agreement pursuant to this paragraph.8.02 may be specifically enforced; and

Gaming Laws. As (a) Each Loan Party agrees that, upon the occurrence of and during the continuance of an Event of Default and at Collateral Agent’s request, it will, and will cause each of its Subsidiaries to, cooperate with the Collateral Agent and the Required Lenders with respect to the filing of their applications for approval of, and shall use commercially reasonable efforts to take all other and further actions required by Collateral Agent or Required Lenders to assist the Collateral Agent and the Required Lenders with obtaining, such Gaming Licenses and other such approvals or consents of the Gaming Authorities and any other Governmental Authorities with jurisdiction as are necessary for the Collateral Agent to operate the businesses of the Borrower or its Subsidiaries or to acquire an interest in any Person holding any such Gaming License pursuant to the Gaming Laws. To enforce the provisions of this Section 9.02, where permitted by relevant Gaming Laws, Collateral Agent (subject to applicable instructions, if any, from the Required Lenders) is empowered to request the appointment of a holder receiver from any court of privileged gaming licenses, Licensor competent jurisdiction. Such receiver shall be instructed to seek from the applicable Gaming Authority and any other Governmental Authorities with jurisdiction authorization pursuant to the Gaming Laws to continue operation of the businesses of Borrower and its affiliates are Subsidiaries under all necessary Gaming Licenses for the purpose of seeking a bona fide purchaser of the businesses of the Borrower and its Subsidiaries. Each Loan Party hereby agrees to authorize, and to cause each of its Subsidiaries to authorize, such an authorization pursuant to the Gaming Laws to continue the operation of the businesses of the Borrower and its Subsidiaries upon the request of the receiver so appointed and, if such Loan Party, or any such Subsidiary shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, each Loan Party shall further use, and shall cause its Subsidiaries to adhere use, commercially reasonable efforts to strict laws assist in obtaining approval of the applicable Gaming Authority and regulations regarding vendor any other Governmental Authorities with jurisdiction, if required, for any action or transactions contemplated by this Agreement or the Loan Documents, including, preparation, execution, and filing with the applicable Gaming Authority and any other business relationships Governmental Authorities with jurisdiction of any application or associationsapplications for authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of the Borrower and the Borrower and its Subsidiaries under any Gaming License or transfer of control necessary or appropriate under the applicable Gaming Laws for approval of the transfer or assignment of any portion of the Collateral. If at any time Licensor determines, in Each Loan Party acknowledges that the authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of the Borrower and its sole discretionSubsidiaries under the Gaming Licenses or for a transfer of control is integral to Collateral Agent’s realization of the value of the Collateral, that its association with Licensee could violate any statutes and/or regulations regarding prohibited relationships with gaming companies, or if Licensor determines, in its sole discretion, that it would be in its best interest to terminate its relationship with Licensee in order to protect any proposed or pending licensing applications or any of its privileged gaming licenses, Licensor may immediately terminate this Agreement. Licensee agrees to cooperate with Licensor if requested, to undergo a background investigation there is no adequate remedy at law for failure by such Loan Party to comply with Licensor compliance policies and to continue to cooperate with Licensor throughout the term provisions of this Agreement to establish Section 9.02 and maintain Licensee suitability. If Licensee is or becomes required to that such failure would not be licensed by any federaladequately compensable in damages, state, and/or local gaming regulatory agency, Licensee shall secure said licensing at its sole cost and expense, or if it fails to become so licensed, or, once licensed, fails to maintain such license or fails to continue to be suitable by therefore agree that the governmental licensing agency, Licensor may immediately terminate this Agreement. Notwithstanding any other terms of this Agreement, agreements contained in the event of termination of this Agreement pursuant to this Section 8, Licensor shall have no further liability to Licensee, except for any obligations pursuant to any work performed prior to the date that such termination becomes effective, unless otherwise prohibited by a gaming regulatory agency. Licensee agrees to notify Licensor of any change of control in its ownership which is defined as any change of ownership on 20% or more of its common stock, or any change of ownership of any of its three largest holders holding 5% or more of the outstanding common stock. Licensee agrees to comply with all federal, state, local, provincial or other laws or regulations applicable to countries outside of the United States, including but not limited to laws and regulations governing anti-corruption, anti-bribery, foreign corrupt practices, and anti-money laundering laws and regulations applicable to its business. Failure to do so could result in termination of this Agreement pursuant to this paragraph.9.02 may be specifically enforced; and

Gaming Laws. As a holder of privileged gaming licenses, Licensor and its affiliates are required to adhere to strict laws and regulations regarding vendor and other business relationships or associations. If at any time Licensor determines, in its sole discretion, that its association with Licensee could violate any statutes and/or regulations regarding prohibited relationships with gaming companies, or if Licensor determines, in its sole discretion, that it would be in its best interest to terminate its relationship with Licensee in order to protect any proposed or pending licensing applications or any of its privileged gaming licenses, Licensor may immediately terminate this Agreement. Licensee agrees to cooperate with Licensor if requested, to undergo a background investigation to comply with Licensor Licensor’s compliance policies and to further agrees it shall continue to cooperate with Licensor throughout the term Term of this Agreement to establish and maintain Licensee’s suitability. During the Term of this Agreement, to the extent that any prior disclosure becomes inaccurate, including but not limited to the initiation of any criminal proceeding or any civil or administrative proceeding or process which alleges any violations of law, involving Licensee suitabilityor any of Licensee’s owners or key principals, Licensee shall disclose the information to Company within ten (10) calendar days from that event. Licensee agrees to comply with any background investigation conducted in connection with the disclosure of this updated information. Under this paragraph, for privately held companies, “owner” shall mean any holder of an interest in the Licensee, and for publicly-traded entities shall mean any holder of a 5% or greater interest unless that interest meets the definition of an institutional investor as that term is defined in the gaming laws of Nevada. If Licensee is or becomes required to be licensed by any federal, state, and/or local gaming regulatory agency, Licensee shall secure said licensing at its sole cost and expense, or if it fails to become so licensed, or, once licensed, fails to maintain such license or fails to continue to be suitable by the governmental licensing agency, Licensor may immediately terminate this Agreement. Notwithstanding any other terms of this Agreement, in the event of termination of this Agreement pursuant to this Section 8, Licensor shall have no further liability to Licensee, except for any obligations pursuant to any work performed prior to the date that such termination becomes effective, unless otherwise prohibited by a gaming regulatory agency. Licensee agrees to notify Licensor of any change of control in its ownership which is defined as any change of ownership on 20% or more of its common stock, or any change of ownership of any of its three largest holders holding 5% or more of the outstanding common stock. Licensee agrees to comply with all federal, state, local, provincial or other laws or regulations applicable to countries outside of the United States, including but not limited to laws and regulations governing anti-corruption, anti-bribery, foreign corrupt practices, and anti-money laundering laws and regulations applicable to its business. Failure to do so could result in termination of this Agreement pursuant to this paragraph.