Common use of Organization of the Company and its Subsidiaries Clause in Contracts

Organization of the Company and its Subsidiaries. Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (which is identified in Section 3.1 of the Disclosure Schedule), and the Company has all requisite power and authority to enter into this Agreement and the agreements contemplated by this Agreement to be entered into by it at Closing (collectively with the Employment Agreements and the Noncompetition Agreements, “Company Constituent Agreements”) and to consummate the transactions contemplated hereby, and the Company and each of its Subsidiaries has all requisite power and authority to own, lease and operate its properties and to conduct its business as presently conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the business conducted by it makes such qualification necessary (which jurisdictions are identified in Section 3.1 of the Disclosure Schedule), except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and the other Company Constituent Agreements, as applicable, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity). Each other Company Constituent Agreement will be duly executed and delivered by the Company, as applicable, and will constitute a valid and binding obligation of the Company, as applicable, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity). The Company has made available to Buyer true and complete copies of the organizational documents, as presently in effect, of the Company and each of its Subsidiaries.

Organization of the Company and its Subsidiaries. Each of the The Company and each of its Subsidiaries (as defined below) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (which and has all requisite corporate or limited liability company power and authority to carry on its business as now being conducted and as will be conducted until the Effective Time. Each Subsidiary of the Company is identified in listed on Section 3.1 of the Company Disclosure Schedule), and the Company has all requisite power and authority to enter into this Agreement and the agreements contemplated by this Agreement to be entered into by it at Closing (collectively with the Employment Agreements and the Noncompetition Agreements, “Company Constituent Agreements”) and to consummate the transactions contemplated hereby, and the . The Company and each of its Subsidiaries has all requisite power and authority to own, lease and operate its properties and to conduct its business as presently conducted. Each of the Company and its Subsidiaries is are duly qualified or licensed to do business as a foreign entity and is are in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary (which jurisdictions are identified in Section 3.1 of the Disclosure Schedule)or licensing necessary, except where the failure to obtain such qualification or license would notbe so qualified, individually licensed or in the aggregate, good standing would not have a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and the other Company Constituent Agreements, as applicable, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action material adverse effect on the part business, properties, condition (financial or otherwise), prospects or results of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity). Each other Company Constituent Agreement will be duly executed and delivered by the Company, as applicable, and will constitute a valid and binding obligation of the Company, as applicable, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity). The Company has made available to Buyer true and complete copies of the organizational documents, as presently in effect, operations of the Company and each of its Subsidiaries, taken as a whole (a "Company Material Adverse Effect"). The Company has delivered to Buyer a true and correct copy of the Articles of Incorporation and bylaws of the Company and the Articles of Incorporation, or Articles of Organization and Operating Agreement of each of its Subsidiaries, in each case as amended to the date of this Agreement. Assuming the receipt of all regulatory approvals required to be obtained by Buyer, the respective organizational documents of the Company and each of its Subsidiaries do not contain any provision that would limit or otherwise restrict the ability of Buyer, following the Effective Time, from owning or operating the business conducted by the Company and its Subsidiaries on the same basis as such business has been operated to the date hereof by the Company and its Subsidiaries. Except as set forth on the Company Disclosure Schedule, all the outstanding shares of capital stock of, or membership or other equity interests in, each of the Company's Subsidiaries, which are owned by the Company or its Subsidiaries, have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by the Company, free and clear of all pledges, claims, liens, charges, encumbrances, security interests and rights of others of any kind or nature whatsoever (collectively, "Liens") and free of any other restriction not set forth in the organizational documents (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or interests). As used in this Agreement, the term "Subsidiary" means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or (ii) at least fifty percent (50%) of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries; and for the avoidance of doubt the term "Subsidiary" includes, in the case of the Company, BRDC, LC, LL Bettendorf and Lady Luck Xxxxxxxxxx Xxxxxx Corporation.

Organization of the Company and its Subsidiaries. Each of the (a) The Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization (which is identified in Section 3.1 of California and has the Disclosure Schedule), and the Company has all requisite power and authority to enter into this Agreement and the agreements contemplated by this Agreement to be entered into by it at Closing (collectively with the Employment Agreements and the Noncompetition Agreements, “Company Constituent Agreements”) and to consummate the transactions contemplated hereby, and the Company and each of its Subsidiaries has all requisite corporate power and authority to own, lease and operate its assets and properties and to conduct carry on its business as presently currently conducted. Each of the Company’s Subsidiaries is an entity duly organized, duly incorporated, validly existing and, in jurisdictions where such qualification exists, in good standing under the Laws of the jurisdiction in which it is organized and has the requisite corporate or company power and authority to own, lease and operate its assets and properties and to carry on its business as currently conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business as a foreign entity corporation or company to do business, and is in good standing standing, in each jurisdiction in which where the property character or location of its assets or properties (whether owned, leased or operated by it licensed) or the business conducted by it makes nature of its activities make such qualification or licensing necessary (which jurisdictions are identified in Section 3.1 to the business of the Disclosure Schedule), Company and its Subsidiaries as currently conducted except where the failure to obtain such qualification be so qualified or license would notlicensed, individually or in the aggregate, both (i) has not had and would not reasonably be expected to have a Company Material Adverse Effect. The execution, delivery Effect and performance by (ii) has not had and would not be reasonably expected to have a material adverse effect on the ability of the Company of to perform its obligations under this Agreement or any Related Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby and the other Company Constituent Agreements, as applicable, and would not materially impede or delay or be reasonably expected to materially impede or delay the consummation of the transactions contemplated hereby or thereby. The Company has made available to Parent a true and therebycorrect copy of its articles of incorporation, have been duly authorized by all necessary action as amended to date, and bylaws or articles of association, as amended to date, each of which is in full force and effect on the part of date hereof (collectively, the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity). Each other Company Constituent Agreement will be duly executed and delivered by the Company, as applicable, and will constitute a valid and binding obligation of the Company, as applicable, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity“Charter Documents”). The Company has made available to Buyer Parent true and complete correct copies of the organizational documents, as presently in effect, documents of the Company and each of its Subsidiaries, in each case, as amended to date, each of which is in full force and effect on the date hereof. The Board of Directors of the Company has not approved or proposed any amendment to any of the Charter Documents. None of the boards of directors, or similar bodies, or any stockholders, of any of the Company’s Subsidiaries has approved or proposed any amendment to the organizational documents of any such Subsidiary.

Organization of the Company and its Subsidiaries. (a)The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as currently conducted. Each of the Company and its Subsidiaries Company’s subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (in which it is identified in Section 3.1 of organized and has the Disclosure Schedule), and the Company has all requisite power and authority to enter into this Agreement and the agreements contemplated by this Agreement to be entered into by it at Closing (collectively with the Employment Agreements and the Noncompetition Agreements, “Company Constituent Agreements”) and to consummate the transactions contemplated hereby, and the Company and each of its Subsidiaries has all requisite corporate power and authority to own, lease and operate its assets and properties and to conduct carry on its business as presently currently conducted. Each of the Company and its Subsidiaries subsidiaries is duly qualified or licensed to do business as a foreign entity corporation to do business, and is in good standing in each jurisdiction in which where the property character or location of its assets or properties (whether owned, leased or operated by it licensed) or the business conducted by it makes nature of its activities make such qualification or licensing necessary (which jurisdictions are identified in Section 3.1 to the business of the Disclosure Schedule)Company and its subsidiaries as currently conducted, except where the failure to obtain such qualification be so qualified or license would notlicensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The execution, delivery Company has made available to the Parent a true and performance by the Company correct copy of this Agreement and the other Company Constituent Agreementsits certificate of incorporation, as applicableamended to date (the “Certificate of Incorporation”) and bylaws, as amended to date, each in full force and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action effect on the part of date hereof (collectively, the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity). Each other Company Constituent Agreement will be duly executed and delivered by the Company, as applicable, and will constitute a valid and binding obligation of the Company, as applicable, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity“Charter Documents”). The Company has made available to Buyer the Parent true and complete correct copies of the organizational documentsdocuments of each of its subsidiaries, in each case, as presently amended to date, each in effect, full force and effect on the date hereof. The Board of Directors of the Company and each has not approved or proposed any amendment to any of its Subsidiariesthe Charter Documents. None of the boards of directors, or similar bodies, or any stockholders, of any of the Company’s subsidiaries has approved or proposed any amendment to the organizational documents of any such subsidiary (as made available by the Company).

Organization of the Company and its Subsidiaries. Each of the The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the respective jurisdiction of its organization (which is identified in Section 3.1 of the Disclosure Schedule), and the Company has all requisite power and authority to enter into this Agreement and the agreements contemplated by this Agreement to be entered into by it at Closing (collectively with the Employment Agreements and the Noncompetition Agreements, “Company Constituent Agreements”) and to consummate the transactions contemplated hereby, and the incorporation. The Company and each of its Subsidiaries has all requisite the corporate power and authority to own, lease and operate own its properties and to conduct carry on its business as presently currently conducted. Each of the The Company and each of its Subsidiaries is duly qualified or licensed to do business and in good standing as a foreign entity and is in good standing corporation (if applicable) in each jurisdiction in which the property owned, leased or operated by it or the business conducted by it makes such qualification necessary (which jurisdictions are identified in Section 3.1 of the Disclosure Schedule)conducts business, except in those jurisdictions where the failure to obtain such qualification or license be so qualified would not, individually or in the aggregate, not have a Company Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and the other Company Constituent Agreements, as applicable, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity). Each other Company Constituent Agreement will be duly executed and delivered by the Company, as applicable, and will constitute a valid and binding obligation of the Company, as applicable, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity). The Company has made available to Buyer Parent (i) a true and complete copies correct copy of its certificate of incorporation and bylaws (collectively, the “Company Charter Documents”), (ii) a true and correct copy of the certificate of incorporation and bylaws, or like organizational documentsdocuments (collectively, as presently in effectthe “Subsidiary Charter Documents”), of each of its Subsidiaries, and (iii) a true and correct copy of the minutes of meetings and other actions of the board of directors (or other similar body), including any committees of the board of directors (or other similar body), and the stockholders of the Company and each of its Subsidiaries, and each such instrument reflects all actions of the stockholders, the board of directors and any committees of the board of directors and is in full force and effect. Section 2.1 of the Schedule of Exceptions lists the directors and officers of the Company and each of its Subsidiaries. The operations now being conducted by the Company and each of its Subsidiaries are not now and have never been conducted by the Company or any of its Subsidiaries under any other name. The Company is not in violation of any of the provisions of the Company Charter Documents, and no Subsidiary is in violation of any of its applicable Subsidiary Charter Documents.

Organization of the Company and its Subsidiaries. Each of the Company and its Subsidiaries (as defined below) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (which is identified in Section 3.1 of the Disclosure Schedule), and the Company has all requisite corporate, partnership or limited liability company power and authority to enter into this Agreement and the agreements contemplated by this Agreement to be entered into by it at Closing (collectively with the Employment Agreements and the Noncompetition Agreements, “Company Constituent Agreements”) and to consummate the transactions contemplated hereby, and the Company and each of its Subsidiaries has all requisite power and authority to own, lease and operate its properties and to conduct carry on its business as presently now being conducted and as proposed to be conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary (which jurisdictions are identified in Section 3.1 of the Disclosure Schedule)or licensing necessary, except where the failure to obtain such qualification be so qualified, licensed or license would notin good standing, individually or in the aggregate, could not be expected to have a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and the other Company Constituent Agreements, as applicable, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action material adverse effect on the part business, properties, financial condition or results of the Company. This Agreement has been duly executed and delivered by operations of the Company and constitutes its Subsidiaries, taken as a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and applicable equitable principles whole (whether considered in a proceeding at law or in equity). Each other Company Constituent Agreement will be duly executed and delivered by the Company, as applicable, and will constitute a valid and binding obligation of the Company, as applicable, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity"COMPANY MATERIAL ADVERSE EFFECT"). The Company has made available delivered to Buyer Parent a true and complete copies correct copy of the organizational documents, as presently in effect, Certificate of Incorporation and Bylaws of the Company and each of its Subsidiaries, in each case as amended to date and each of such documents is in full force and effect. Neither the Company nor any of its Subsidiaries is in violation of any provision of any of such documents. The respective organizational documents of the Company's Subsidiaries do not contain any provision that would limit or otherwise restrict the ability of Parent or the Surviving Corporation, following the Effective Time, from owning or operating such Subsidiaries on the same basis as the Company. A true and complete list of all of the Company's Subsidiaries, together with the jurisdiction of incorporation of each such Subsidiary and the percentage of ownership interest of the Company therein, is set forth in Section 3.1 of the Company Disclosure Schedule. Neither the Company nor any of its Subsidiaries directly or indirectly owns (other than ownership interests in the Company or in one or more of its Subsidiaries) any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity. As used in this Agreement, the word "SUBSIDIARY" means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or member or (ii) at least twenty-five percent (25%) of the securities or other interests having by their terms ordinary voting power to elect or select a majority of the Board of Directors or other persons or entities performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.