Common use of GAMING PROBLEM Clause in Contracts

GAMING PROBLEM. In the event the Managers shall determine, in good faith, based upon verifiable information and specific provisions of the applicable Gaming Laws or upon specific information received from the Nevada Gaming Authorities, that a Gaming Problem exists, then the Company shall provide written notice to the applicable Member requesting that such Member provide for the elimination of the Gaming Problem. To the extent permitted by the Nevada Gaming Authorities, the Members, the Managers and the Company shall use their commercially reasonable efforts to assist in the elimination of such Gaming Problem, including facilitating the transfer of Interests (whether to another Member or another Person). If, despite such efforts, the Member is unable to eliminate the Gaming Problem within any time period provided under the Gaming Laws or otherwise specified by the Nevada Gaming Authorities: (i) if the Gaming Problem is caused by a director, officer or manager of such Member or an Affiliate of such Member, such Member shall terminate, or cause its Affiliate to terminate, its relationship with such Person and (ii) if the Gaming Problem is caused by a shareholder, partner, or member of such Member or an Affiliate of such Member, such Member shall either purchase such Person's ownership or other interest in such Member or require such Person to transfer its ownership or other interest to a Person (if any) that would eliminate the Gaming Problem or cause its Affiliate to do so; or (b) after providing the applicable Member with 90 days (or such other time period specified by the Nevada Gaming Authorities) to eliminate such Gaming Problem (i) if the Gaming Problem relates to a Voting Member or an Affiliate of such Voting Member, such Voting Member shall withdraw from the Company and, upon such withdrawal, the Voting Interest owned by such Member shall be reallocated to the remaining Voting Members, pro rata according to their proportionate share of the remaining Voting Interests, and the rights of such Member as a Voting Member shall cease, or (ii) if the Gaming Problem relates to an Equity Member or an Affiliate of such Equity Member, the Company shall redeem or have another Equity Member or other Persons who, if required, shall have been found suitable and shall have obtained all required licenses under the Gaming Laws, purchase all of the Equity Interests held or owned by such Equity Member, and each Affiliate of such Equity Member. Any redemption or sale of Equity Interests under this Section 12.02(b) shall be at a price equal to the amount the holder of the Equity Interest would be entitled to receive under Section 6.03 if the Company sold all of its assets at the then current fair market value as determined by an independent appraiser appointed by the Managers, and all debts and obligations of the Company were paid or provided for and the Company were dissolved and all the proceeds of the Company were distributed pursuant to Section 6.03 (the "Deemed Liquidation Amount"). If the Managers cannot agree on an appraiser, they shall each select an appraiser, and the two appraisers together shall select a third appraiser, which third appraiser shall determine the fair market value of the assets of the Company and which determination shall be binding upon the Equity Members. Subject to the applicable provisions of the Gaming Laws, the foregoing right of redemption or sale shall be exercised upon 20 days' prior written notice to the applicable Equity Member. On and after the date set forth in such notice as the date of redemption or sale, all rights of such Equity Member as an Equity Member of the Company shall cease and terminate. (c) If the Company redeems the Equity Interests of a Member as a result of a Gaming Problem, the Company may pay the redemption price (as determined pursuant to Section 12.02(b)) in the form of cash, a promissory note or a combination of both. A promissory note issued as consideration for the redemption of Equity Interests pursuant to this Section 12.02 shall: (i) be unsecured and subordinated to all other indebtedness of the Company; (ii) mature no more than eighteen months after the anniversary of its date of issue; (iii) be subject to mandatory prepayment in connection with a sale of all or substantially all of the assets of the Company or its Subsidiaries or the issuance of additional Equity Interests by the Company; (iv) bear interest at a fixed rate equal to the then-current yield on a one-year United States treasury xxxx maturing on the date nearest the maturity date of such promissory note; (v) pay interest only upon maturity or an earlier prepayment; and (vi) be payable by the Company in whole or in part at any time prior to maturity without penalty or premium. The principal amount of such promissory note shall also be subject to periodic decrease (but not increase) from time to time if and to the extent the Deemed Liquidation Amount falls below the outstanding principal amount of such promissory note. If the Company makes such a determination it will provide the holder of the promissory note with a notice to that effect and such holder will have ten (10) Business Days to object to the Company's calculation of the Deemed Liquidation Amount. If the holder fails to object to the calculation, the calculation shall be deemed final, though it may be modified by a subsequent determination by the Company that the Deemed Liquidation Amount has again decreased. If the Company and the holder of the promissory note cannot agree on the calculation of the Deemed Liquidation Amount, the Company shall engage an appraiser reasonably acceptable to the holder of the promissory note to conduct an appraisal of the fair market value of the Company's assets. If the parties cannot agree on an appraiser, they shall each select an appraiser, and the two appraisers together shall select a third appraiser, which third appraiser shall determine the fair market value of the Company's assets and which determination shall be binding upon the Company and the holder of the promissory note. The costs of any appraisal under this Section 12.02(c) shall be borne equally by the Company and the holder of the promissory note.

GAMING PROBLEM. In the event the Managers Board shall determine, in good faith, based upon verifiable information and specific provisions of the applicable Gaming Laws gaming statutes and rules promulgated thereunder or upon specific information received from the Nevada Gaming Authorities, that a Gaming Problem exists, then the Company shall provide written notice to the applicable Member requesting that such Member provide for the elimination of the Gaming Problem. To the extent permitted by the Nevada Gaming Authorities, the Members, the Managers and the Company shall use their commercially reasonable efforts to assist in the elimination of such Gaming Problem, including facilitating the transfer of Interests (whether to another Member or another Person). If, despite such efforts, the Member is unable to eliminate the Gaming Problem within any time period provided under the Gaming Laws or otherwise specified by the Nevada Gaming Authoritiesand: (i) if the Gaming Problem is caused by a director, officer or manager of such Member or an Affiliate trustee of such Member, such Member shall terminate, or cause its Affiliate to terminate, its relationship with terminate the employment of such Person and (ii) if the Gaming Problem is caused by a shareholder, partner, member or member of such Member or an Affiliate beneficiary, of such Member, such Member shall either purchase such Person's ownership or other interest in such Member or require such Person to transfer its ownership or other interest to a Person trust or other entity (if any) that would eliminate the Gaming Problem or cause its Affiliate to do soProblem; or (b) after providing the applicable Member with 90 ninety days (or such other time period specified by the Nevada Gaming Authorities) to eliminate such Gaming Problem (i) if the Gaming Problem relates to a Voting Member or an Affiliate of such Voting Member, such Voting Member shall withdraw from the Company and, upon such withdrawal, the Voting Interest owned by such Member shall be reallocated to the remaining Voting Members, pro rata according to their proportionate share of the remaining Voting Interests, and the rights of such Member as a Voting Member shall cease, or (ii) if the Gaming Problem relates to an Equity Member or an Affiliate of such Equity MemberProblem, the Company shall redeem or have another Equity Member or other Persons who, if required, shall have been found suitable and shall have obtained all required licenses under the Gaming Laws, purchase all of the Equity Interests Shares held or owned by such Equity Member, and each Affiliate of such Equity Member. Any redemption or sale of Equity Interests under this Section 12.02(b) shall be Member at a redemption price equal to the amount the holder of the Equity Interest would be entitled to receive under Section 6.03 if the Company sold all of its assets at the then current fair market value of such Shares, as determined by an independent qualified appraiser appointed by the Managers, and all debts and obligations of the Company were paid or provided for and the Company were dissolved applicable Member or, if there is a Majority Member, by the applicable Member and all the proceeds of Member with the Company were distributed pursuant to Section 6.03 highest Percentage Interest (other than the "Deemed Liquidation Amount"applicable Member). If the Managers they cannot agree on an appraiser, they the such persons shall each select an appraiser, and the two which appraisers together shall select a third appraiser, which third appraiser shall determine the fair market value of the assets of the Company and such Shares, which determination shall be binding upon the Equity MembersParties. Subject to the applicable provisions of the Gaming LawsNevada Act, the foregoing right of redemption or sale shall be exercised upon 20 twenty days' prior written notice to the applicable Equity Member. On and after the date set forth in such notice as the date of redemption or saleredemption, all rights of such Equity Member as an Equity a Member of the Company shall cease and terminate. (c) If terminate and the Company redeems the Equity Interests of a Member as a result of a Gaming Problem, the Company may pay the redemption price (as determined pursuant to Section 12.02(b)) in the form of cash, a promissory note or a combination of both. A promissory note issued as consideration for the redemption of Equity Interests pursuant to this Section 12.02 shall: (i) be unsecured and subordinated to all other indebtedness of the Company; (ii) mature such Member's Shares shall no more than eighteen months after the anniversary of its date of issue; (iii) be subject to mandatory prepayment in connection with a sale of all or substantially all of the assets of the Company or its Subsidiaries or the issuance of additional Equity Interests by the Company; (iv) bear interest at a fixed rate equal to the then-current yield on a one-year United States treasury xxxx maturing on the date nearest the maturity date of such promissory note; (v) pay interest only upon maturity or an earlier prepayment; and (vi) be payable by the Company in whole or in part at any time prior to maturity without penalty or premium. The principal amount of such promissory note shall also be subject to periodic decrease (but not increase) from time to time if and to the extent the Deemed Liquidation Amount falls below the outstanding principal amount of such promissory note. If the Company makes such a determination it will provide the holder of the promissory note with a notice to that effect and such holder will have ten (10) Business Days to object to the Company's calculation of the Deemed Liquidation Amount. If the holder fails to object to the calculation, the calculation shall longer be deemed final, though it may be modified by a subsequent determination by the Company that the Deemed Liquidation Amount has again decreased. If the Company and the holder of the promissory note cannot agree on the calculation of the Deemed Liquidation Amount, the Company shall engage an appraiser reasonably acceptable to the holder of the promissory note to conduct an appraisal of the fair market value of the Company's assets. If the parties cannot agree on an appraiser, they shall each select an appraiser, and the two appraisers together shall select a third appraiser, which third appraiser shall determine the fair market value of the Company's assets and which determination shall be binding upon the Company and the holder of the promissory note. The costs of any appraisal under this Section 12.02(c) shall be borne equally by the Company and the holder of the promissory noteoutstanding.