No Conflicts; Approvals. (a) The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower and Operating Company will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower or Operating Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, material lease or other material agreement or instrument to which Borrower or Operating Company (as applicable) is a party or by which any of Borrower’s or Operating Company’s property or assets is or are subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower or Operating Company any of Borrower’s or Operating Company’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Borrower and Operating Company of this Agreement or any other Loan Documents (and the execution by Lender of the remedies provided in the Loan Documents, subject to the limitations thereon pursuant to applicable Gaming Laws) has been obtained and is in full force and effect.
(b) Borrower, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company have obtained all consents and approvals, including all approvals of Governmental Authorities including Gaming Authorities, if required, in connection with the execution, delivery and performance of the Loan Documents (including by Mortgage Lender and each Mezzanine Lender), the Operating Lease, the Operating Lease Guaranty and the operation of the business currently conducted at any of the Properties, and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things required by the Gaming Authorities to maintain or keep current such approvals.
No Conflicts; Approvals. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which it is a party does not and will not upon execution and delivery, and the performance by Purchaser of its obligations under this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not:
(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or bylaws of Purchaser;
(b) subject to obtaining or making the Approvals disclosed in Schedule 4.3(c), if any, result in a violation or breach of, or a conflict with, any Law or Order applicable to Purchaser or any of its assets or properties; or
(c) except as disclosed in Schedule 4.3(c) attached hereto, (i) result in a violation or breach of or conflict with, (ii) constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, (iii) require Purchaser to obtain or make any Approval to any Person as a result or under the terms of, (iv) result in or give to any Person any right of termination, cancellation, acceleration or modification in or with respect to, (v) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments or performance under, (vi) result in the creation or imposition of (or the obligation to create or impose) any Lien upon Purchaser or any of its assets or properties under or (vii) result in the loss of any benefit under, any of the terms, conditions or provisions of any Contract or License to which Purchaser is a party or by which any of its assets or properties are bound. No Approval is required to be obtained from or made with, or filed with or delivered to, any Governmental or Regulatory Authority by Purchaser in connection with the execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which Purchaser is or will be a party, and the performance by Purchaser of its obligations under this Agreement and the Ancillary Agreements to which Purchaser is or will be a party and the consummation by Purchaser of the transactions contemplated hereby and thereby.
No Conflicts; Approvals. (a) All action on the part of Buyer and its board of directors necessary for (i) the authorization, execution and delivery of this Agreement and (ii) the performance of its obligations hereunder, has been taken or will be taken prior to or upon the Closing, as applicable; provided, however, that Buyer cannot consummate the transactions contemplated hereby unless and until it receives the requisite approval of the Nasdaq and the approval of the Xenetic Stockholders pursuant to Chapter 78 of the Nevada Revised Statutes (as amended) (“NRS”) and the Buyer’s Organizational Documents. This Agreement has been duly executed by Buyer and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a valid and legally binding obligation of Buyer, except (i) as limited by Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of Law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.
(b) The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of Buyer or (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer. Other than Buyer’s filings with the SEC and the approval required by Nasdaq as provided herein, no Approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents.
No Conflicts; Approvals. Neither the execution, delivery and performance by such Shareholder of this Agreement, nor the consummation by such Shareholder of the transactions contemplated hereby, will (a) violate, conflict with or result in a breach of any agreement, contract or other instrument to which such Shareholder is a party, (b) violate or conflict with any order, decree, law, rule or regulation applicable to such Shareholder or by which any property or asset of such Shareholder is bound, or (c) require any consent, approval, authorization or other order of, action by, filing with, or notification to, any federal, state, municipal, foreign or other court or governmental body or agency, or any other regulatory body or Person by such Shareholder.
No Conflicts; Approvals. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of the Company, or any Subsidiary of the Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Company, or any Subsidiary of the Company; (c) except as set forth in Section 4.04 of the Disclosure Schedules, require the Approval, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Company, or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company or any Subsidiary of the Company; or (d) result in the creation or imposition of any Encumbrance on any properties or assets of the Company or any Subsidiary of the Company. No Approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller, the Company, or any Subsidiary of the Company in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.
No Conflicts; Approvals. (a) Neither the execution, delivery and performance of this Agreement by the Seller nor the consummation by the Seller of the transactions contemplated hereby will (i) conflict with or result in a breach of any provision of the Certificate of Incorporation or By-laws of the Seller, (ii) except as disclosed on Schedule 3.3(a), result in any conflict with, breach of, or default (or give rise to any right to termination, cancellation or acceleration or loss of any right or benefit) under or require any consent or approval which has not been, or prior to Closing will not be, obtained or waived with respect to any indenture, contract, agreement or instrument to which the Seller is a party or by which it or its properties or assets may be bound or (iii) violate any Applicable Law.
(b) Except as disclosed on Schedule 3.3(b), no action, consent or approval by, or filing by the Seller with, any federal, state, municipal, foreign or other court or governmental body or agency, or any other regulatory body, or any other person or entity is required in connection with the execution, delivery or performance by the Seller of this Agreement or the consummation by the Seller of the transactions contemplated hereby, except any filing, consent or approval that has been made or obtained prior to the Closing.
No Conflicts; Approvals. (a) Neither the execution, delivery and performance of this Agreement by such Seller nor the consummation by such Seller of the other transactions contemplated hereby will (i) conflict with or result in a breach of any provision of such Seller's organizational documents, (ii) result in any conflict with, breach of, or default or event which with the passage of time would be a default (or give rise to any right to termination, cancellation or acceleration or loss of any right or benefit) under, or require any consent or approval which has not been, or prior to Closing will not be, obtained or waived with respect to any Contractual Obligation to which such Seller is a party or by which it or its properties or assets is subject or bound or (iii) violate any Legal Requirement applicable to such Seller or by which any of its properties or assets is subject or bound, except in the case of clauses (ii) and (iii) for any such conflict, breach, default, event or violation which have not had and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
(b) No authorization, action, consent, license, permit, approval or other order of, declaration to, or filing by such Seller with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by such Seller of this Agreement or the consummation of the transactions contemplated hereby, except (i) any filing, consent or approval that has been made or obtained prior to the Closing and (ii) any of the foregoing, to the extent that the failure to have been obtained or made has not had and is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
No Conflicts; Approvals. Buyer represents that neither the execution and delivery of this Agreement or any other agreement contemplated hereby by Buyer nor the consummation of the transactions hereby by Buyer will conflict with or result in any violation of, or default under, any contract, agreement or commitment or any law applicable to Buyer or any of its assets or property or its business. No action, consent or approval by, or filing by Buyer with, any federal, state, municipal, foreign or other court or governmental body or agency, or any other regulatory body, is required in connection with the execution and delivery by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except such filings as may be necessary under federal securities laws.
No Conflicts; Approvals. No action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (i) authorization, execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (ii) the consummation of the Contemplated Transactions by the Company. No provision of any applicable Legal Requirement and no Government Order will prohibit the consummation of the Contemplated Transactions.
No Conflicts; Approvals. Except as forth on Schedule 5.3 hereto, the execution, delivery and performance by Purchaser of this Agreement and the Closing Agreements to which Purchaser is a party and the consummation of the transactions contemplated hereby and thereby will not result in any material violation of or conflict with, constitute a material default (with or without notice or the lapse of time) under, or give rise to a right of termination, cancellation, or acceleration of, or result in the imposition of any Encumbrance under, or require any consent or authorization under, (i) the Certificate of Incorporation or Bylaws of Purchaser, or (ii) any note, bond, debt instrument, mortgage, indenture or other material contract, agreement, instrument or other document to which the Purchaser is a party or any Law or Order by which Purchaser may be bound.
