Common use of Governmental Filings; No Violations; Certain Contracts, Etc Clause in Contracts

Governmental Filings; No Violations; Certain Contracts, Etc. (i) Other than the necessary notices, reports, filings, consents, registrations, approvals, permits or authorizations (A) pursuant to Section 1.6, (B) required under the HSR Act, the Exchange Act and the Securities Act, (C) to comply with state securities or “blue-sky” laws, (D) the filing with the SEC of the Offer Documents, (E) to be made with the applicable securities exchanges and (F) other filings and recordations as required by Governmental Entities other than those in the United States, no material filings, notices and/or reports are required to be are required to be made by Buyer or Merger Sub with, nor are any material consents, registrations, approvals, permits or authorizations required to be obtained by Buyer or Merger Sub from, any Governmental Entity in connection with the execution and delivery of this Agreement by Buyer and Merger Sub and the consummation of the Offer, the Merger and the other transactions contemplated hereby or in connection with the continuing operation of the business of Buyer and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts, Etc. (ia) Other than the necessary filings, notices, reports, filings, consents, registrations, approvals, permits permits, expirations of waiting periods or authorizations (Ai) pursuant to Section 1.6the DGCL, (Bii) required under the HSR Act, the Exchange Act and the Securities Act, (Ciii) to comply with state securities or “blue-sky” laws, (D) the filing with the SEC of the Offer Documents, (E) required to be made with NASDAQ or the applicable securities exchanges NASDAQ Global Market LLC, (iv) under state securities, takeover and “blue sky” Laws, and (Fv) other filings and recordations as required by Governmental Entities other than those any Gaming Regulatory Authority or Applicable Gaming Laws as set forth in Section 4.4(a) of the United StatesCompany Disclosure Letter (the “Requisite Gaming Approvals”, and collectively with the approvals described in clauses (i) through (iv), the “Company Approvals”), no material filings, notices and/or reports are required to be are required to be made by Buyer or Merger Sub withnotices, nor are any material reports, consents, registrations, approvals, permits or authorizations are required to be made by the Company with, nor are any required to be made or obtained by Buyer the Company with or Merger Sub from, from any Governmental Entity Entity, in connection with the execution execution, delivery and delivery performance of this Agreement by Buyer and Merger Sub the Company and the consummation of the OfferTransactions, the Merger and the other transactions contemplated hereby or in connection with the continuing operation of the business of Buyer the Company and its Subsidiaries following the Gulf Effective Time, except those that the failure to make or obtain as would not, individually or in the aggregate, have a Company Material Adverse Effect or reasonably be expected to prevent, materially delay or materially impair the consummation ability of the transactions contemplated by this AgreementCompany to consummate the Transactions.

Governmental Filings; No Violations; Certain Contracts, Etc. (ia) Other than the necessary filings, notices, reports, filings, consents, registrations, approvals, permits permits, expirations of waiting periods or authorizations (Ai) under Antitrust Laws, (ii) pursuant to Section 1.6, (B) required or under the HSR ActCCC, the Exchange Act and the Securities Act, (C) to comply including the filing of the Consent Solicitation Statement with state securities or “blue-sky” lawsthe SEC, (Diii) the filing with the SEC of the Offer Documents, (E) required to be made with the applicable securities exchanges Nasdaq, (iv) with respect to state securities, takeover and “blue sky” Laws and (Fv) the other filings and recordations as required by Governmental Entities other than those in set forth on Section 5.4(a) of the United StatesCompany Disclosure Letter, no material actions, filings, notices and/or reports are required to be notices, reports, consents, registrations, approvals, permits, declarations or authorizations are required to be made by Buyer the Company or Merger Sub any of its Subsidiaries with, nor are any material consents, registrations, approvals, permits or authorizations required to be made or obtained by Buyer the Company or Merger Sub from, any of its Subsidiaries with or from any Governmental Entity Entity, in connection with the execution execution, delivery and delivery performance of this Agreement by Buyer and Merger Sub the Company and the consummation of the Offer, the Merger and the other transactions contemplated hereby or in connection with the continuing operation of the business of Buyer and its Subsidiaries following the Effective TimeTransactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, prevent or materially delay or impair the consummation of the transactions contemplated by this AgreementTransactions or reasonably be expected to result in a Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts, Etc. (ia) Other than the necessary filings, notices, reports, filings, consents, registrations, approvals, permits permits, expirations of waiting periods or authorizations (Ai) pursuant to Section 1.6the DGCL, (Bii) required under the HSR Act, the Exchange Act and the Securities Act, (Ciii) to comply with state securities or “blue-sky” laws, (D) the filing with the SEC of the Offer Documents, (E) required to be made with the applicable securities exchanges NYSE, (iv) with respect to state securities, takeover and “blue sky” Laws and (Fv) the other filings and recordations as required by Governmental Entities other than those in set forth on Section 5.4(a) of the United StatesCompany Disclosure Letter, no material actions, filings, notices and/or reports are required to be notices, reports, consents, registrations, approvals, permits, declarations or authorizations are required to be made by Buyer the Company or Merger Sub any of its Subsidiaries with, nor are any material consents, registrations, approvals, permits or authorizations required to be made or obtained by Buyer the Company or Merger Sub from, any of its Subsidiaries with or from any Governmental Entity or Industry Association, in connection with the execution execution, delivery and delivery performance of this Agreement by Buyer and Merger Sub the Company and the consummation of the Offer, the Merger and the other transactions contemplated hereby or in connection with the continuing operation of the business of Buyer and its Subsidiaries following the Effective TimeTransactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, prevent or materially delay or impair the consummation of the transactions contemplated by this AgreementTransactions.