Common use of Licensability of Principals Clause in Contracts

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applicable Gaming Laws (the foregoing persons collectively, the “Parent Licensed Affiliates”), has ever abandoned or withdrawn (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial, suspension or revocation) or been denied or had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.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Boyd Gaming Corp), Membership Interest Purchase Agreement (Penn National Gaming Inc)

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Licensability of Principals. None of Parent Xxxx 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 Xxxx for a Gaming Approval by a Gaming Authority, or any holders of ParentBobcat’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Gaming Laws (the foregoing persons collectively, the “Parent Purchaser Licensed Affiliates”), has ever abandoned or withdrawn (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial, suspension or revocation) or been denied or had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 Xxxx and its Licensing Affiliates which is licensed or holds any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Parent Purchaser Affiliate Permits”) is in good standing in each of the jurisdictions in which such Parent Purchaser Licensed Affiliate owns, operates, or manages gaming facilities. To the knowledge of ParentXxxx, 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 Purchaser Affiliate Permit of any of the Parent Purchaser Licensed Affiliate or (ii) result in a negative outcome to any finding of suitability proceedings of any of the Parent Purchaser Licensed Affiliate currently pending, or under the licensing, suitability, registration or approval proceedings necessary for the consummation of the Transaction.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Boyd Gaming Corp), Membership Interest Purchase Agreement (Penn National Gaming Inc)

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