Gaming Matters. Except as, and to the extent, set forth on Schedule 4.15, Parent and its Restricted Subsidiaries have obtained (i) all Gaming Licenses, (ii) as of the Closing Date, all required approvals from Gaming Authorities for the transactions contemplated by this Agreement and the other Loan Documents, subject to the provisions of such approvals or conditions in respect of the Primary Gaming Licenses.
Gaming Matters. Neither the Borrower nor any of its Restricted Subsidiaries has received any written notice or other written communications from any Gaming Authority regarding (i) any revocation, withdrawal, suspension, termination or modification of, or the imposition of any material conditions with respect to, any Gaming Permit, or (ii) any other limitations on the conduct of business by the Borrower or any of its Restricted Subsidiaries, except, in each case, where any such revocation, withdrawal, suspension, termination, modification, imposition or limitation could not reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect.
Gaming Matters. 27 12.01. Licensing........................................................... 27 (ii) TABLE OF CONTENTS (continued) PAGE 12.02. Gaming Problem...................................................... 28 XIII. MISCELLANEOUS............................................................... 28 13.01. Representations, Warranties and Covenants of the Members............ 28 13.02. Further Assurances.................................................. 30 13.03. Notices............................................................. 30 13.04. Governing Law....................................................... 31
Gaming Matters. The parties hereto acknowledge that the obligations of Operator and Owner hereunder are subject to and contingent upon receipt of all necessary Gaming Approvals, To that end, the parties hereto agree to promptly to cooperate with each other in obtaining all necessary Gaming Approvals.
Gaming Matters. Except as set forth on Schedule 4.01(ll), Borrower, and its Subsidiaries, have obtained (i) approval for all Gaming Licenses necessary or appropriate to conduct their businesses and operations conducted or as contemplated to be conducted, and (ii) as of the Closing Date, all required approvals from Gaming Authorities of the transactions contemplated hereby and by the other Loan Documents, subject to the provisions of such approvals or conditions in respect of the Gaming License as are satisfactory to the Administrative Agent.
Gaming Matters. Manager and its Representatives and Affiliates are in good standing with the Gaming Authorities in each of the jurisdictions in which they or any of their respective Affiliates owns or operates gaming facilities. To the knowledge of Manager, there are no facts that, if known to the Board, would be reasonably likely to (i) result in the denial, restriction, limitation, termination, suspension or revocation of a gaming license, approval, consent or waiver, (ii) result in a negative outcome to any finding of suitability proceedings or other approval proceedings necessary for the transactions contemplated under this Agreement and the licensing of the Project or (ii) be reasonably likely to negatively impact, or cause a delay under, any suitability or other approval proceeding required by the Board to consummate the transactions contemplated hereby and the licensing of the Project.
Gaming Matters. If at any time (a) the successor Lessor or any person associated in any way with the successor Lessor is (i) denied Gaming Approval with respect to the Leased Premises by the Gaming Authorities, (ii) is required by the Gaming Authorities to apply for Gaming Approval and does not apply within any required time limit, as the same may be extended by such Gaming Authorities, or (iii) withdraws any application for Gaming Approval other than upon a determination by the applicable Gaming Authority that such Gaming Approval is not required for Lessor or any affiliate, Lessee shall not be bound to any successor Lessor and shall have the right to terminate the Archon Lease as provided in Section 1.2 above.
Gaming Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of the Company, its Subsidiaries, its Affiliates, and their respective directors, officers, partners, managers, members or principals nor, to the knowledge of the Company, any direct or indirect holders of shares in the capital of the Company or other holders of legal or beneficial ownership, or control or direction over, 5% or greater equity or voting interest in the Company which may reasonably be considered in the process of determining the suitability, fitness or qualification of the Company or any of its Subsidiaries or Affiliates for a Gaming Authorization by a Gaming Authority (the foregoing Persons, collectively, the "Licensing Affiliates") have (i) made any application for a Gaming Authorization that has been denied or otherwise not issued, granted or given or been found unsuitable by any Gaming Authority, except where such denial was the result of a competitive process for a single or limited number of available Gaming Authorizations, (ii) withdrawn any such application, except for such withdrawals for bona fide business reasons, unless such withdrawal was involuntary or otherwise directed by a Gaming Authority, or (iii) had any Gaming Authorization revoked, suspended or refused to be renewed. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries hold all Gaming Authorizations required pursuant to applicable Gaming Laws in each of the jurisdictions in which the Company and its Subsidiaries operate. To the knowledge of the Company, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no facts with respect to the Company, its Subsidiaries and each of their respective Licensing Affiliates which, if known to any Gaming Authority, would be reasonably likely to result in the denial, revocation, limitation or suspension of a Gaming Authorization that is (i) currently held by the Company or its Subsidiaries, (ii) a Pending Authorization of the Company or its Subsidiaries, or (iii) necessary for the consummation of the transactions contemplated hereby. Neither the Company, its Subsidiaries nor, to the Company's knowledge, any of their respective Licensing Affiliates have received notice of any Proceeding, investigation or review by any Governmental Authority under any Gaming Law w...
Gaming Matters. Owner and, to the knowledge of the Owner, Manager and their Representatives and Affiliates are in good standing with the Gaming Authorities in each of the jurisdictions in which they or any of their respective Affiliates owns or operates gaming facilities. To the knowledge of the Owner, there are no facts that, if known to the Board, would (i) be reasonably likely to result in the denial, restriction, limitation, termination, suspension or revocation of a gaming license, approval, consent or waiver, (ii) result in a negative outcome to any finding of suitability proceedings or other approval proceedings necessary for the transactions contemplated under this Agreement and the licensing of the Project or (ii) be reasonably likely to negatively impact, or cause a delay under, any suitability or other approval proceeding required by the Board to consummate the transactions contemplated hereby and the licensing of the Project. The representations and warranties above shall survive the expiration or any earlier termination of this Host Community Agreement.
Gaming Matters. If required by any gaming authority, Aruze, Aruze Parent, and Okada shall, and shall cause their respective related parties to, promptly submit such personal history and financial history, cooperate in any investigation, and diligently seek a finding of suitability or other gaming registration or license. Aruze, Aruze Parent, or Okada, as the case may be, shall keep Wynn informed, in advance, of all proceedings in which any of them or their related parties are engaged before a gaming authority, including without limitation by providing Wynn with copies of any correspondence from or to any gaming authority and any written materials to be submitted in connection with such proceedings.
