Common use of No Conflict with Restrictions; No Default Clause in Contracts

No Conflict with Restrictions; No Default. Each Member hereby represents and warrants that neither the execution and delivery by such Member of this Agreement nor such Member’s performance and compliance with the terms and provisions hereof (i) will conflict with, violate or result in a breach of any of the terms, covenants, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable to, or any order, writ, injunction, decree, determination or award of any court, governmental department, board, agency or instrumentality, domestic or foreign, or arbitrator directed to or binding on such Member which conflict, violation or breach would have a Material Adverse Effect, (ii) will conflict with, violate, result in a breach of or constitute a default under any agreement or instrument to which such Member is a party or by which such Member is or may be bound or to which any of its properties or assets is subject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such Member, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any of the terms or provisions of any material indenture, mortgage, lease, agreement or instrument to which such Member is a party or by which such Member or such Member’s property or assets is or may be bound, or (iv) will result in the creation or imposition of any material lien upon any of the properties or assets of such Member.

No Conflict with Restrictions; No Default. Each Member Partner hereby represents and warrants that neither the execution and delivery by such Member Partner of this Agreement nor such Member’s Partner's performance and compliance with the terms and provisions hereof (i) will conflict with, violate or result in a breach of any of the terms, covenants, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable to, or any order, writ, injunction, decree, determination or award of any court, governmental department, board, agency or instrumentality, domestic or foreign, or arbitrator directed to or binding on such Member Partner which conflict, violation or breach would have a Material Adverse Effect, (ii) will conflict with, violate, result in a breach of or constitute a default under any agreement or instrument to which such Member Partner is a party or by which such Member Partner is or may be bound or to which any of its properties or assets is subject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such MemberPartner, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any of the terms or provisions of any material indenture, mortgage, lease, agreement or instrument to which such Member Partner is a party or by which such Member Partner or such Member’s Partner's property or assets is or may be bound, or (iv) will result in the creation or imposition of any material lien upon any of the properties or assets of such MemberPartner.

No Conflict with Restrictions; No Default. Each Member Partner hereby represents and warrants that neither the execution and delivery by such Member Partner of this Agreement nor such MemberPartner’s performance and compliance with the terms and provisions hereof (i) will conflict with, violate or result in a breach of any of the terms, covenants, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable to, or any order, writ, injunction, decree, determination or award of any court, governmental department, board, agency or instrumentality, domestic or foreign, or arbitrator directed to or binding on such Member Partner which conflict, violation or breach would have a Material Adverse Effect, (ii) will conflict with, violate, result in a breach of or constitute a default under any agreement or instrument to which such Member Partner is a party or by which such Member Partner is or may be bound or to which any of its properties or assets is subject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such MemberPartner, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any of the terms or provisions of any material indenture, mortgage, lease, agreement or instrument to which such Member Partner is a party or by which such Member Partner or such MemberPartner’s property or assets is or may be bound, or (iv) will result in the creation or imposition of any material lien upon any of the properties or assets of such MemberPartner.

No Conflict with Restrictions; No Default. Each Member hereby represents Neither the execution, ----------------------------------------- delivery, and warrants that neither performance of this Agreement, nor the execution and delivery consummation by such Member of this Agreement nor such Member’s performance and compliance with the terms and provisions hereof transactions contemplated hereby (i) will conflict with, violate violate, or result in a breach of any of the terms, covenantsconditions, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable tolaw, or any regulation, order, writ, injunction, decree, determination determination, or award of any court, any governmental department, board, agency agency, or instrumentality, domestic or foreign, or arbitrator directed any arbitrator, applicable to or binding on such Member which conflict, violation or breach would have a Material Adverse EffectMember, (ii) will conflict with, violate, result in a breach of of, or constitute a default under any of the terms, conditions, or provisions of the articles of incorporation or bylaws of such Member, or of any material agreement or instrument to which such Member is a party or by which such Member is or may be bound or to which any of its material properties or assets is subject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such Membersubject, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any consent, authorization authorization, or approval under any of the terms or provisions of any material indenture, mortgage, leaselease agreement, agreement or instrument to which such Member is a party or by which such Member or such Member’s property or assets is or may be bound, or (iv) will result in the creation or imposition of any material lien upon any of the material properties or assets of such Member.

No Conflict with Restrictions; No Default. Each Member hereby represents Neither the execution, delivery, and warrants that neither the execution and delivery by such Member performance of this Agreement nor such Member’s performance and compliance with the terms and provisions hereof consummation by any Member of the transactions contemplated hereby will (i) will conflict with, violate violate, or result in a breach of of, any of the terms, covenantsconditions, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable tostatute, or any law, rule, regulation, ordinance, judgment, order, writ, injunction, decree, determination injunction or award decree of any courtarbitrator or governmental authority (whether state, governmental departmentlocal, boardfederal, agency and whether written or instrumentalityestablished by custom or tradition) (collectively, domestic or foreign, or arbitrator directed “Law”) applicable to or binding on such Member which conflictor any of its Affiliates, violation or breach would have a Material Adverse Effect, except for the Gaming Approvals (ii) will conflict with, violate, result in a breach of of, or constitute a default under under, any of the terms, conditions, or provisions of the articles of incorporation, bylaws, or other governing documents of such Member or any of Affiliate thereof, or any material agreement or instrument to which such Member or any Affiliate thereof is a party or by which such Member or any Affiliate thereof is or may be bound or to which any of its material properties or assets is subject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such Membersubject, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights in, or require any consent, authorization or approval under under, any of the terms or provisions of any material indenture, mortgage, leaselease agreement, agreement or instrument to which such Member or any Affiliate thereof is a party or by which such Member or such Member’s property or assets any Affiliate thereof is or may be bound, or (iv) will result in the creation or imposition of any material lien upon any of the material properties or assets of such MemberMember or Affiliate thereof.

No Conflict with Restrictions; No Default. Each Member hereby represents Neither the execution, delivery, and warrants that neither the execution and delivery by such Member performance of this Agreement nor the consummation by such Member’s performance and compliance with Partner of the terms and provisions hereof transactions contemplated hereby (i) will conflict with, violate violate, or result in a breach of any of the terms, covenantsconditions, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable tolaw, or any regulation, order, writ, injunction, decree, determination determination, or award of any court, any governmental department, board, agency agency, or instrumentality, domestic or foreign, or arbitrator directed any arbitrator, applicable to such Partner or binding on such Member which conflict, violation or breach would have a Material Adverse Effectany of its Affiliates, (ii) will conflict with, violate, result in a breach of of, or constitute a default under any of the terms, conditions, or provisions of the articles of incorporation, certificate of formation, bylaws, limited liability company agreement, or partnership agreement of such Partner or any of its Affiliates, if such Partner is a limited liability company, corporation or partnership, or of any material agreement or instrument to which such Member Partner or any of its Affiliates is a party or by which such Member Partner or any of its Affiliates is or may be bound or to which any of its material properties or assets is subject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such Membersubject, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any consent, authorization authorization, or approval under any of the terms or provisions of any material indenture, mortgage, leaselease agreement, agreement or instrument to which such Member Partner or any of its Affiliates is a party or by which such Member Partner or such Member’s property or assets any of its Affiliates is or may be bound, or (iv) will result in the creation or imposition of any material lien upon any of the material properties or assets of such MemberPartner or any of its Affiliates.

No Conflict with Restrictions; No Default. Each Member hereby represents Neither the execution, delivery and warrants that neither the execution and delivery by such Member performance of this Agreement nor the consummation by such Member’s performance and compliance with Partner of the terms and provisions hereof transactions contemplated hereby (i) will conflict with, violate or result in a breach of any of the terms, covenants, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable tolaw, or any regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or arbitrator directed any arbitrator, applicable to such Partner or binding on such Member which conflict, violation or breach would have a Material Adverse Effectany of its Controlled Affiliates, (ii) will conflict with, violate, result in a breach of or constitute a default under any of the terms, conditions or provisions of the articles of incorporation, bylaws or partnership agreement of such Partner or any of its Controlled Affiliates or of any material agreement or instrument to which such Member Partner or any of its Controlled Affiliates is a party or by which such Member Partner or any of its Controlled Affiliates is or may be bound or to which any of its material properties or assets is subject which (other than any such conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such Memberthat has been validly and unconditionally waived), (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights or require any consent, authorization or approval under any of the terms or provisions of any material indenture, mortgage, lease, agreement or instrument to which such Member is a party or by which such Member or such Member’s property or assets is or may be bound, or (iv) will result in the creation or imposition of any material lien upon any of the properties or assets of such Member.

No Conflict with Restrictions; No Default. Each Member hereby represents Neither the execution, delivery, and warrants that neither performance of this Agreement nor the execution and delivery consummation by such Member of this Agreement nor such Member’s performance and compliance with the terms and provisions hereof transactions contemplated hereby: (i) will conflict with, violate violate, or result in a breach of any of the terms, covenantsconditions, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable tolaw, or any regulation, order, writ, injunction, decree, determination determination, or award of any court, any governmental department, board, agency agency, or instrumentality, domestic or foreign, or arbitrator directed any arbitrator, applicable to or binding on such Member which conflict, violation or breach would have a Material Adverse Effect, Member; (ii) will conflict with, violate, result in a breach of of, or constitute a default under any of the terms, conditions, or provisions of the articles of incorporation, bylaws, partnership agreement or operating agreement of such Member or of any material agreement or instrument to which such Member is a party or by which such Member is or may be bound or to which any of its material properties or assets is subject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such Member, subject; (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any consent, authorization authorization, or approval under any of the terms or provisions of any material indenture, mortgage, leaselease agreement, agreement or instrument to which such Member is a party or by which such Member or such Member’s property or assets is or may be bound, ; or (iv) will result in the creation or imposition of any material lien upon any of the material properties or assets of such Member.

No Conflict with Restrictions; No Default. Each Member hereby represents Neither the ----------------------------------------- execution, delivery, and warrants that neither performance of this Agreement, nor the execution and delivery consummation by such Member of this Agreement nor such Member’s performance and compliance with the terms and provisions hereof transactions contemplated hereby (i) will conflict with, violate violate, or result in a breach of any of the terms, covenantsconditions, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable tolaw, or any regulation, order, writ, injunction, decree, determination determination, or award of any court, any governmental department, board, agency agency, or instrumentality, domestic or foreign, or arbitrator directed any arbitrator, applicable to or binding on such Member which conflict, violation or breach would have a Material Adverse EffectMember, (ii) will conflict with, violate, result in a breach of of, or constitute a default under any of the terms, conditions, or provisions of the articles of incorporation or bylaws of such Member, or of any material agreement or instrument to which such Member is a party or by which such Member is or may be bound or to which any of its material properties or assets is subject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such Membersubject, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any consent, authorization authorization, or approval under any of the terms or provisions of any material indenture, mortgage, leaselease agreement, agreement or instrument to which such Member is a party or by which such Member or such Member’s property or assets is or may be bound, or (iv) will result in the creation or imposition of any material lien upon any of the material properties or assets of such Member.

No Conflict with Restrictions; No Default. Each Member hereby represents Neither the execution, delivery and warrants that neither performance of this Agreement nor the execution and delivery consummation by such Member of this Agreement nor such Member’s performance and compliance with the terms and provisions hereof transactions contemplated hereby (i) will conflict with, violate or result in a breach of any of the terms, covenants, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable tolaw, or any regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or arbitrator directed any arbitrator, applicable to or binding on such Member which conflict, violation or breach would have a Material Adverse EffectMember, (ii) will conflict withviolate the governing or organizational documents of such Member, (iii) will violate, result in a breach of or constitute a default under any of the terms, conditions or provisions of any material agreement or instrument to which such Member is a party or by which such Member is or may be bound or to which any of its material properties or assets is subject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such Membersubject, (iiiiv) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, or give to others any material interests or rights or require any consent, authorization or approval under any of the terms or provisions of any material indenture, mortgage, lease, lease agreement or instrument to which such Member is a party or by which such Member or such Member’s property or assets is or may be bound, or (ivv) will result in the creation or imposition of any material lien upon any of the material properties or assets of such Member; except, with respect to clauses (i), (iii), (iv) and (v) above, where such violation, breach or default would not, individually or in the aggregate, have a Material Adverse Effect on such Member or would not materially impair the ability of the Member to perform its obligations under this Agreement or the transactions contemplated by this Agreement.

No Conflict with Restrictions; No Default. Each Member hereby represents Neither the execution, delivery, and warrants that neither performance of this Agreement nor the execution and delivery consummation by such Member of this Agreement nor such Member’s performance and compliance with the terms and provisions hereof transactions contemplated hereby (i) will conflict with, violate violate, or result in a breach of any of the terms, covenantsconditions, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable tolaw, or any regulation, order, writ, injunction, decree, determination determination, or award of any court, any governmental department, board, agency agency, or instrumentality, domestic or foreign, or arbitrator directed any arbitrator, applicable to or binding on such Member which conflict, violation or breach would have a Material Adverse Effectany of its Affiliates, (ii) will conflict with, violate, result in a breach of of, or constitute a default under any of the terms, conditions, or provisions of the articles of incorporation, bylaws, partnership agreement or operating agreement of such Member or any of its Affiliates or of any material agreement or instrument to which such Member or any of its Affiliates is a party or by which such Member or any of its Affiliates is or may be bound or to which any of its material properties or assets is subject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such Membersubject, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any consent, authorization authorization, or approval under any of the terms or provisions of any material indenture, mortgage, leaselease agreement, agreement or instrument to which such Member or any of its Affiliates is a party or by which such Member or such Member’s property or assets any of its Affiliates is or may be bound, or (iv) will result in the creation or imposition of any material lien upon any of the material properties or assets of such MemberMember or any of its Affiliates.

No Conflict with Restrictions; No Default. Each Neither the execution, delivery and performance of this Agreement by such Member hereby represents and warrants that neither nor the execution and delivery consummation by such Member of this Agreement nor the transactions contemplated hereby to be consummated by such Member’s performance and compliance with the terms and provisions hereof Member (i) will conflict with, violate or result in a breach of any of the terms, covenants, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable tolaw, or any regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator directed applicable to or binding on such Member which conflict, violation or breach would have a Material Adverse EffectMember, (ii) will conflict with, violate, result in a breach of or constitute a default under any of the terms, conditions or provisions of the articles of incorporation, bylaws, partnership agreement or operating agreement (or any other governing instrument) of such Member or of any material agreement or instrument to which such Member is a party or by which such Member is or may be otherwise bound or to which any of its material properties or assets is subject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such Membersubject, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any consent, authorization or approval under under, any of the terms or provisions of any material indenture, mortgage, lease, lease agreement or instrument to which such Member is a party or by which such Member or such Member’s property or assets is or may be otherwise bound, or (iv) will result in the creation or imposition of any material lien lien, claim or encumbrance upon any of the material properties or assets of such Member.

No Conflict with Restrictions; No Default. Each Member hereby represents Neither the execution, delivery, and warrants that neither the execution and delivery by such Member performance of this Agreement nor such Member’s performance and compliance with the terms and provisions hereof consummation by any Member of the transactions contemplated hereby will (i) will conflict with, violate violate, or result in a breach of of, any of the terms, covenantsconditions, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable tostatute, or any law, rule, regulation, ordinance, judgment, order, writ, injunction, decree, determination injunction or award decree of any courtarbitrator or governmental authority (whether state, governmental departmentlocal, boardfederal, agency and whether written or instrumentalityestablished by custom or tradition) (collectively, domestic or foreign, or arbitrator directed “Law”) applicable to or binding on such Member which conflict, violation or breach would have a Material Adverse Effectany of its Affiliates, (ii) will conflict with, violate, result in a breach of of, or constitute a default under under, any of the terms, conditions, or provisions of the articles of incorporation, bylaws, or other governing documents of such Member or any of Affiliate thereof, or any material agreement or instrument to which such Member or any Affiliate thereof is a party or by which such Member or any Affiliate thereof is or may be bound or to which any of its material properties or assets is subject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such Membersubject, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights in, or require any consent, authorization or approval under under, any of the terms or provisions of any material indenture, mortgage, leaselease agreement, agreement or instrument to which such Member or any Affiliate thereof is a party or by which such Member or such Member’s property or assets any Affiliate thereof is or may be bound, or (iv) will result in the creation or imposition of any material lien upon any of the material properties or assets of such MemberMember or Affiliate thereof.