Licensability of Principals. None of Parent or any of its respective officers, directors, partners, managers, members, principals or Affiliates which may reasonably be considered in the process of determining the suitability of Parent for a Gaming Approval by a Gaming Authority, or any holders of Parent’s capital stock or other equity interests who will be required to be licensed or found suitable under applicable Gaming Laws (the foregoing persons collectively, the “Parent Licensed Affiliates”), has ever abandoned or withdrawn (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial, suspension or revocation) or been denied or had suspended or revoked a Gaming Approval, or an application for a Gaming Approval, by a Gaming Authority. Each of Parent and its Licensing Affiliates which is licensed or holds any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Parent Affiliate Permits”) is in good standing in each of the jurisdictions in which such Parent Licensed Affiliate owns, operates, or manages gaming facilities. To the knowledge of Parent, there are no facts which, if known to any Gaming Authority, would be reasonably likely to (i) result in the denial, revocation, limitation or suspension of a Parent Affiliate Permit of any of the Parent Licensed Affiliate or (ii) result in a negative outcome to any finding of suitability proceedings of any of the Parent Licensed Affiliate currently pending, or under the licensing, suitability, registration or approval proceedings necessary for the consummation of the Transaction.
Licensability of Principals. Neither Buyer nor any of its Representatives or Affiliates has ever been denied, or had revoked, a gaming license by a Governmental Entity or Gaming Authority. Buyer and each of its Representatives and Affiliates is in good standing in each of the jurisdictions in which Buyer or any of its Affiliates owns or operates gaming facilities. There are no facts, which if known to the regulators under the Gaming Laws, that would (a) be reasonably likely to result in the denial, revocation, limitation or suspension of a gaming license or (b) result in a negative outcome to any finding of suitability proceedings currently pending, or under the suitability proceedings necessary for the consummation of this Agreement.
Licensability of Principals. Except for such matters which would not adversely affect, or materially delay (i) the performance of Buyer’s obligations hereunder or (ii) the consummation of the transaction contemplated hereby, (a) neither Buyer, Buyer Parent nor any of its Representatives or Affiliates has ever been denied a gaming license by a Governmental Entity or Gaming Authority, (b) Buyer, Buyer Parent and each of its Representatives and Affiliates is in good standing in each of the jurisdictions in which Buyer, Buyer Parent or any of its Affiliates owns or operates gaming facilities and (c) there are no facts, which if known to the regulators under the Buyer Gaming Laws, would (x) be reasonably likely to result in the denial, revocation, limitation or suspension of a gaming license or (y) result in a negative outcome to any finding of suitability proceedings currently pending, or under the suitability proceedings necessary for the consummation of this Agreement.
Licensability of Principals. (a) None of Parent, Buyer, their Subsidiaries or any of their respective current executive officers and directors (collectively the “Buyer Related Parties”) has ever withdrawn, been denied, or had revoked, a gaming license or related finding of suitability by a Governmental Entity or Gaming Authority. Parent, Buyer and each of the Buyer Related Parties are in good standing, and in material compliance with all Gaming Laws, in each of the jurisdictions in which Parent, Buyer or any Buyer Related Party owns or operates gaming facilities. Schedule 7.05(a) hereto sets forth a true and accurate list of all Buyer Related Parties required to be found suitable in connection with the Gaming Approvals for the Transaction (if Buyer is required to obtain such Gaming Approvals in accordance with Section 8.04(c)).
Licensability of Principals. Except as set forth in Section 7.5 of the Buyer Disclosure Letter, none of Tropicana, its Subsidiaries (including Buyer), its direct or indirect parent entities, or any of their respective current executive officers and directors (collectively the “Buyer Related Parties”) has ever withdrawn, been denied, or had revoked, a gaming license or related finding of suitability by a Governmental Entity or Gaming Authority. Buyer and each of the Buyer Related Parties are in good standing, and in material compliance with all Gaming Laws, in each of the jurisdictions in which Buyer or any Buyer Related Party owns or operates gaming facilities. To Buyer’s knowledge, as of the Effective Date, there are no facts, which if known to the Gaming Authorities, would (a) be reasonably likely to result in the denial, revocation, limitation or suspension of a gaming license currently held or other Gaming Approval, or (b) result in a negative outcome to any finding of suitability proceedings currently pending, or under the suitability, licensing, permits, orders, authorizations or proceedings necessary for the consummation of this Agreement.
Licensability of Principals. Except as set forth in Section 8.5 of the Buyer Disclosure Letter, neither Buyer nor any of its current Representatives or Affiliates (collectively the “Buyer Related Parties”) has ever withdrawn, been denied, or had revoked, a gaming license or related finding of suitability by a Governmental Entity or Gaming Authority within the last five (5) years. Buyer and each of the Buyer Related Parties are in good standing in each of the jurisdictions in which Buyer or any Buyer Related Party owns or operates gaming facilities. To Buyer’s knowledge, as of the date hereof, there are no facts, which if known to the Gaming Authorities would (a) be reasonably likely to result in the denial, revocation, limitation or suspension of a gaming license currently held or other Gaming Approval, or (b) result in a negative outcome to any finding of suitability proceedings currently pending, or under the suitability proceedings necessary for the consummation of this Agreement. Buyer is not aware of any material investigations of it or any of its subsidiaries operating in Missouri which investigations could result in revocation of or material discipline related to its Class A License.
Licensability of Principals. Neither Buyer nor any of its current Representatives or Affiliates (collectively the “Buyer Related Parties”) has ever withdrawn, been denied, or had revoked, a gaming license or related finding of suitability by a Government Authority or Gaming Authority. Buyer and each of the Buyer Related Parties are in good standing, and in compliance in all material respects with all applicable Gaming Laws, in each of the jurisdictions in which Buyer or any Buyer Related Party owns or operates gaming facilities. To Buyer’s knowledge, as of the date hereof, there are no facts, which if known to the Gaming Authorities would (a) be reasonably likely to result in the denial, revocation, limitation or suspension of a gaming license currently held or other Gaming Approval, or (b) result in a negative outcome to any finding of suitability proceedings currently pending, or under the suitability, licensing, permits, orders, authorizations or proceedings necessary for the consummation of this Agreement. Buyer is not aware of any material investigations of it or any of its subsidiaries operating in Louisiana which investigations could result in revocation of or material discipline related to any licenses or approvals granted by the LGCB.
Licensability of Principals. None of Parent, Merger Sub or, if applicable, the Gaming Operator, or any of their directors, officers, employees or Affiliates, or other related Persons subject to licensure by a Gaming Authority, has ever been denied, or had revoked or suspended, a gaming license by any Gaming Authority. There are no facts, which if known to the Gaming Authorities, would (a) be reasonably likely to result in the denial, revocation, limitation or suspension of a gaming license or (b) result in a negative outcome to any finding of suitability proceedings currently pending, or under the suitability proceedings necessary for the consummation of the transactions contemplated by this Agreement.
Licensability of Principals. Neither Buyer nor any of its Representatives that are mandatorily required to be included in the process of determining the suitability of Buyer for any Governmental Approval in connection with the Transaction contemplated by this Agreement, or, to Buyer’s Knowledge, any holders of Buyer’s membership interests or other equity interests who will be mandatorily required to be licensed or found suitable in connection with the Transaction contemplated by this Agreement under applicable Gaming Laws (the foregoing Persons collectively, the “Licensing Affiliates”) has ever abandoned or withdrawn (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial, suspension or revocation) or has ever been denied, or had revoked, terminated or suspended, or had adversely and materially modified or limited, any approval, consent, license, permit, registration, declaration, order, finding of suitability, franchise, waiver, exemption, variance, or other authorization required under any Gaming Laws or Liquor Laws. Buyer and each of its Licensed Affiliates which is licensed or holds any approval, consent, license, permit, registration, declaration, order, finding of suitability, franchise, waiver, exemption, variance, or other authorization required under any Gaming Laws or Liquor Laws (collectively, the “Licensed Parties”) are in good standing in each of the jurisdictions in which Buyer or such Licensed Affiliates owns or operates gaming facilities. Following consultation with Buyer’s legal and regulatory advisors, to Buyer’s Knowledge, there are no facts, which if known to any Gaming Authorities, would (a) be reasonably likely to result in the delayed issuance of required Governmental Approvals beyond the Outside Date, or the denial, revocation, limitation or suspension, of a gaming license or liquor license necessary for the consummation of this Agreement and the transactions contemplated hereby, (b) result in a negative outcome to any finding of suitability proceedings currently pending, or under the suitability proceedings of any of the Licensed Parties necessary for the consummation of this Agreement and the transactions contemplated hereby that would materially restrain, prevent or delay the consummation of the Transaction contemplated by this Agreement, including the imposition of any negative condition being placed on any finding of suitability that would materially restrain, prevent or delay the consummation of the Tran...
Licensability of Principals. Neither Buyer nor any of its Representatives or affiliates has ever been denied a gaming license by a Governmental Entity or Gaming Authority. Buyer and each of its Representatives and affiliates is in good standing in each of the jurisdictions in which Buyer or any of its affiliates owns or operates gaming facilities. There are no facts known to Buyer, which if known to the regulators under the Gaming Laws, that would (a) be reasonably likely to result in the denial, revocation, limitation or suspension of an existing gaming license, or (b) result in a negative outcome under any gaming licensing or suitability proceedings necessary for Buyer to consummate this Agreement or enter into the Joint Operating Agreement. A negative outcome shall not include a gaming license that is limited in duration so long as such license is sufficient for Buyer to consummate this Agreement and enter into the Joint Operating Agreement.
