Common use of Licenses and Compliance Clause in Contracts

Licenses and Compliance. The Company and each of its directors, ----------------------- officers and gaming managers possess all licenses (including gaming licenses issued by the Mississippi Gaming Commission), permits, authorizations, approvals, findings of suitability, franchise and orders ("Company Permits") of any governmental or regulatory authority which are necessary for the Company to engage in the business of owning and operating the casino facilities and the businesses and operations owned and operated by the Company, each of which is in full force and effect in all material respects, except such permits, licenses, variances, exemptions, orders and approvals which the failure to hold, individually or in the aggregate, is not having and could not reasonably be expected to have a Material Adverse Effect. The Company is in compliance with the terms of the Company Permits and all other Federal, state, local or foreign statutes, rules, regulations, findings of suitability, license, registration or other authorization, including any condition or limitation thereon (including any Federal, foreign or state laws relating to currency transactions), except failures to so comply which, individually or in the aggregate, are not having and could not reasonably be expected to have a Material Adverse Effect. No event has occurred which permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension or termination of any Company Permit that currently is in effect the loss of which either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. The Company and each of its respective directors, officers and gaming managers are in compliance with the terms of the Company Permits, except for such failures to comply, which singly or in the aggregate, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No investigation or review by any governmental entity with respect to the Company is pending or, to the best knowledge of the Seller, threatened, nor has any governmental entity indicated an intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in this Section 4.32, to the best knowledge of the Seller, neither the Company nor any director, officer of gaming manager of the Company has received any written claim, demand, notice, complaint, court order or administrative order from any governmental entity in the past three years, asserting that a license of it or them, as applicable, issued by the Mississippi Gaming Commission, should be revoked or suspended. The Seller knows of no facts, which, if known to the regulators under the Mississippi Gaming Laws, could reasonably be expected to result in the revocation or suspension of a license of the Company, or of any officer, directors or gaming manager, under any Mississippi Gaming Laws or would be reasonably expected to disqualify the Company from licensing by the Mississippi Gaming Commission. The Company has not suffered a suspension or revocation of any material license held under the Mississippi Gaming Laws.

Licenses and Compliance. The Company and each of its directors, ----------------------- officers and gaming managers possess all licenses (including gaming licenses issued by the Mississippi Gaming Commission), permits, authorizations, approvals, findings of suitability, franchise and orders ("Company Permits") of any governmental or regulatory authority which are necessary for the Company to engage in the business of owning and operating the casino facilities and the businesses and operations owned and operated by the Company, each of which is in full force and effect in all material respects, except such permits, licenses, variances, exemptions, orders and approvals which the failure to hold, individually or in the aggregate, is not having and could not reasonably be expected to have a Material Adverse Effect. The Company is in compliance with the terms of the Company Permits and all other Federal, state, local or foreign statutes, rules, regulations, findings of suitability, license, registration or other authorization, including any condition or limitation thereon (including any Federal, foreign or state laws relating to currency transactions), except failures to so comply which, individually or in the aggregate, are not having and could not reasonably be expected to have a Material Adverse Effect. No event has occurred which permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension or termination of any Company Permit that currently is in effect the loss of which either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. The Company and each of its respective directors, 38 officers and gaming managers are in compliance with the terms of the Company Permits, except for such failures to comply, which singly or in the aggregate, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No investigation or review by any governmental entity with respect to the Company is pending or, to the best knowledge of the Seller, threatened, nor has any governmental entity indicated an intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in this Section 4.32, to the best knowledge of the Seller, neither the Company nor any director, officer of gaming manager of the Company has received any written claim, demand, notice, complaint, court order or administrative order from any governmental entity in the past three years, asserting that a license of it or them, as applicable, issued by the Mississippi Gaming Commission, should be revoked or suspended. The Seller knows of no facts, which, if known to the regulators under the Mississippi Gaming Laws, could reasonably be expected to result in the revocation or suspension of a license of the Company, or of any officer, directors or gaming manager, under any Mississippi Gaming Laws or would be reasonably expected to disqualify the Company from licensing by the Mississippi Gaming Commission. The Company has not suffered a suspension or revocation of any material license held under the Mississippi Gaming Laws.

Licenses and Compliance. The Company and each of its directors, ----------------------- officers and gaming managers possess all licenses (including gaming licenses issued by the Mississippi Gaming Commission), permits, authorizations, approvals, findings of suitability, franchise and orders ("Company Permits") of any governmental or regulatory authority which are necessary for the Company to engage in the business of owning and operating the casino facilities and the businesses and operations owned and operated by the Company, each of which is in full force and effect in all material respects, except such permits, licenses, variances, exemptions, orders and approvals which the failure to hold, individually or in the aggregate, is not having and could not reasonably be expected to have a Material Adverse Effect. The Company is in compliance with the terms of the Company Permits and all other Federal, state, local or foreign statutes, rules, regulations, findings of suitability, license, registration or other authorization, including any condition or limitation thereon (including any Federal, foreign or state laws relating to currency transactions), except failures to so comply which, individually or in the aggregate, are not having and could not reasonably be expected to have a Material Adverse Effect. No event has occurred which permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension or termination of any Company Permit that currently is in effect the loss of which either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. The Company and each of its respective directors, officers and gaming managers are in compliance with the terms of the Company Permits, except for such failures to comply, which singly or in the aggregate, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No investigation or review by any governmental entity with respect to the Company is pending or, to the best knowledge of the Seller, threatened, nor has any governmental entity indicated an intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in this Section 4.32, to the best knowledge of the Seller, neither the Company nor any director, officer of gaming manager of the Company has received any written claim, demand, notice, complaint, court order or administrative order from any governmental entity in the past three years, asserting that a license of it or them, as applicable, issued by the Mississippi Gaming Commission, should be revoked or suspended. The Seller knows of no facts, which, if known to the regulators under the Mississippi Gaming Laws, could reasonably be expected to result in the revocation or suspension of a license of the Company, or of any officer, directors or gaming manager, under any Mississippi Gaming Laws or would be reasonably expected to disqualify the Company from licensing by the Mississippi Gaming Commission. The Company has not suffered a suspension or revocation of any material license held under the Mississippi Gaming Laws.