Common use of Permits; Compliance with Gaming Laws Clause in Contracts

Permits; Compliance with Gaming Laws. (a) The Partnership and, to the knowledge of the Partnership, each of its directors, officers, key employees, Persons performing management functions similar to officers and partners hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including all authorizations under the Partnership Gaming Laws, Environmental Law, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard), necessary to conduct the business and material operations of the Partnership (the “Partnership Permits”), each of which is in full force and effect in all material respects and 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, limitation or termination of any Partnership Permit that currently is in effect, the loss of which either, individually or in the aggregate, would be reasonably likely to have a Partnership Material Adverse Effect. The Partnership and, to the knowledge of the Partnership, each of its directors, officers, key employees and Persons performing management functions similar to officers and partners, are in compliance with the terms of the Partnership Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to have a Partnership Material Adverse Effect. The businesses conducted at the Property are not being conducted, nor are the Purchased Assets being used, in violation of any (i) Partnership Gaming Laws, except as would not be reasonably likely to interfere with the use, ownership or operations of the Property or (ii) any other Law of any Governmental Entity, except for a violation that would not, individually or in the aggregate, be reasonably likely to have a Partnership Material Adverse Effect. The Partnership has not received a notice of any investigation or review by any Governmental Entity that is pending, and, to the knowledge of the Partnership, no investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, be reasonably likely to have a Partnership Material Adverse Effect.

Permits; Compliance with Gaming Laws. (a) The Partnership Company is in compliance with, and during the past three years has been in compliance with, all applicable Laws (including Gaming Laws), except where such non-compliance has not and would not reasonably be expected to, individually or in the aggregate, result in material Liability to the Company or materially impair the operations or property of the Company or materially impair or delay the Closing. Each Seller Party and, to the knowledge of the PartnershipSeller Parties, each of its their respective directors, officersmanagers, key employees, officers and Persons performing management functions similar to officers officers, hold, and partners hold the Real Property has, all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including a video lottery operation license and all authorizations under the Partnership Gaming Laws, Environmental Law, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast GuardApprovals), necessary to conduct the business and material operations of conducted by the Partnership (the “Partnership Permits”)Company, each of which is in full force and effect in all material respects (the “Company Permits”), except the failure of which to hold would not, individually or in the aggregate, be reasonably likely to materially impair or delay the Closing or is material to the Company and its properties taken as a whole or to the Real Property. To the knowledge of Seller Parties, no event has occurred which or condition or state of facts exists that permits, or upon the giving of notice or passage of time or both, would be reasonably expected to permit, revocation, non-renewal, modification, suspension, limitation or termination of any Partnership Permit of the Company Permits that currently is are in effect, the loss revocation, non-renewal, modification, suspension, limitation or termination of which eitherwould, individually or in the aggregate, would be reasonably likely to have a Partnership Material Adverse Effect. The Partnership and, materially impair or delay the Closing or is material to the knowledge of Company and its properties taken as a whole or to the Partnership, each of its Real Property. Each Seller Party and their respective directors, officers, key employees and Persons performing management functions similar to officers and partnersofficers, are in compliance in all material respects with the terms of the Partnership applicable Company Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to have a Partnership Material Adverse Effect. The businesses business conducted at by the Property are Company is not being conducted, nor are the Purchased Assets being used, conducted in violation of any (i) Partnership Gaming Laws, except as would not be reasonably likely to interfere with the use, ownership or operations of the Property or (ii) any other applicable Law of any Governmental EntityEntity (including any Gaming Laws). During the past three years, except for a violation that would not, individually or in the aggregate, be reasonably likely to have a Partnership Material Adverse Effect. The Partnership no Seller Party has not received a written notice of any investigation or review of the Company by any Governmental Entity that is pending, and, to the knowledge of the PartnershipSeller Parties, no such investigation or review is threatened, nor has any Governmental Entity indicated in writing any intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, be reasonably likely to have a Partnership Material Adverse Effect.

Permits; Compliance with Gaming Laws. (a) The Partnership Company and each Company Subsidiary and, to the knowledge of the PartnershipCompany, each of its their respective directors, officersmanagers, key employees, officers and Persons performing management functions similar to officers and partners officers, hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including all authorizations under the Partnership Gaming Laws, Environmental Law, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast GuardApprovals), necessary to conduct the business and material operations of conducted at the Partnership (the “Partnership Permits”)Property, each of which is in full force and effect in all material respects and (the “Company Permits”). To the knowledge of the Company, no event has occurred which that permits, or upon the giving of notice or passage of time or both, would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Partnership Permit of the Company Permits that currently is are in effect, the loss revocation, non-renewal, modification, suspension, limitation or termination of which eitherwhich, either individually or in the aggregate, would be reasonably likely to have a Partnership Material Adverse Effect. The Partnership Company and each Company Subsidiary and, to the knowledge of the PartnershipCompany, each of its their directors, officers, key employees and Persons performing management functions similar to officers and partnersofficers, are in compliance with the terms of the Partnership Company Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to have a Partnership Material Adverse Effect. The businesses conducted at the Property are not being conducted, nor are the Purchased Assets being used, in violation of any (i) Partnership Gaming Laws, except as would not be reasonably likely to interfere with the use, ownership or operations of the Property or (ii) any other Law of any Governmental Entity, except for a violation that would not, individually or in the aggregate, be reasonably likely to have a Partnership Material Adverse Effect. The Partnership business conducted by the Company and the Company Subsidiaries at the Property is not being conducted in violation of any applicable Law of any Governmental Entity (including any Gaming Laws), except for possible violations that, individually or in the aggregate, do not and would not be reasonably likely to have a Material Adverse Effect. Neither the Company nor any Company Subsidiary has not received a written notice of any investigation or review by any Governmental Entity that is pending, and, to the knowledge of the PartnershipCompany, no investigation or review is threatened, nor has any Governmental Entity indicated in writing any intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, be reasonably likely to have a Partnership Material Adverse Effect.

Permits; Compliance with Gaming Laws. (a) The Partnership Company and each Company Subsidiary and, to the knowledge of the PartnershipCompany, each of its their respective directors, officersmanagers, key employees, officers and Persons performing management functions similar to officers and partners officers, hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including all authorizations under the Partnership Gaming Laws, Environmental Law, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast GuardApprovals), necessary to conduct the business and material operations of conducted at the Partnership (the “Partnership Permits”)Real Property, each of which is in full force and effect in all material respects and (the “Company Permits”). To the knowledge of the Company, no event has occurred which that permits, or upon the giving of notice or passage of time or both, would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Partnership Permit of the Company Permits that currently is are in effect, the loss revocation, non-renewal, modification, suspension, limitation or termination of which eitherwhich, either individually or in the aggregate, would be reasonably likely to have be material to the Purchased Companies taken as a Partnership Material Adverse Effectwhole. The Partnership Company and each Company Subsidiary and, to the knowledge of the PartnershipCompany, each of its their directors, officers, key employees and Persons performing management functions similar to officers and partnersofficers, are in compliance with the terms of the Partnership Company Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to have a Partnership Material Adverse Effect. The businesses conducted at the Property are not being conducted, nor are the Purchased Assets being used, in violation of any (i) Partnership Gaming Laws, except as would not be reasonably likely to interfere with the use, ownership or operations of the Property or (ii) any other Law of any Governmental Entity, except for a violation that would not, individually or in the aggregate, be reasonably likely to have be material to the Purchased Companies taken as a Partnership Material Adverse Effectwhole. The Partnership business conducted by the Company and the Company Subsidiaries at the Real Property is not being conducted in violation of any applicable Law of any Governmental Entity (including any Gaming Laws), except for possible violations that, individually or in the aggregate, do not and would not be reasonably likely to be material to the Purchased Companies or the Real Property. Neither the Company nor any Company Subsidiary has not received a written notice of any investigation or review by any Governmental Entity that is pending, and, to the knowledge of the PartnershipCompany, no investigation or review is threatened, nor has any Governmental Entity indicated in writing any intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, be reasonably likely to have be material to the Purchased Companies taken as a Partnership Material Adverse Effectwhole.

Permits; Compliance with Gaming Laws. (a) The Partnership Seller and, to the knowledge of the PartnershipSeller, each of its directors, officers, key employees, Persons performing management functions similar to officers and partners partners, hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including all authorizations under the Partnership Gaming Laws, Environmental Lawand in the case of Xxxxxx'x Seller One and Caesars Seller Two, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard), necessary to conduct the business and material operations of the Partnership (the “Partnership Permits”)conducted at its Property or exclusively related to its Purchased Assets, each of which is in full force and effect in all material respects (as it relates to each Seller, its "Seller Permits") and 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, limitation or termination of any Partnership Permit of its Seller Permits that currently is are in effect, the loss of which either, individually or in the aggregate, would be reasonably likely to have a Partnership Seller Material Adverse Effect. The Partnership Throughout the period of time each has owned its respective Vessel, Xxxxxx'x Seller One and Caesars Seller Two have been and now eligible to document a U.S. flag vessel under 46 USC 12102(a)(3). Xxxxxx'x Seller Two is currently eligible to document a U.S. flag vessel under 46 USC 12102(a)(3). Seller and, to the knowledge of the PartnershipSeller, each of its directors, officers, key employees and Persons performing management functions similar to officers and partners, are in compliance with the terms of the Partnership its Seller Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to have a Partnership Seller Material Adverse Effect. The businesses conducted by Seller at the its Property are is not being conducted, nor are the Purchased Assets being used, conducted in violation of any (i) Partnership Gaming Laws, except as would not be reasonably likely to interfere with the use, ownership or operations of the Property or (ii) any other applicable Law of any Governmental EntityEntity (including, without limitation, any Gaming Laws), except for a violation that would notpossible violations which, individually or in the aggregate, do not and would not be reasonably likely to have a Partnership Seller Material Adverse Effect. The Partnership Seller has not received a notice of any investigation or review by any Governmental Entity with respect to its Property or its Purchased Assets that is pending, and, to the knowledge of the PartnershipSeller, no investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, be reasonably likely to have a Partnership Seller Material Adverse Effect.

Permits; Compliance with Gaming Laws. (ai) The Partnership Coast and, to the knowledge of the PartnershipCoast's knowledge, each of its directors, officers, key employees, Persons persons performing management functions similar to officers and partners hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including all authorizations under the Partnership Gaming Laws, Environmental Law, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard), necessary to conduct the business and material operations of conducted at the Partnership Barbary Coast or related to the Barbary Coast Acquired Assets (the “Partnership "Coast Permits”"), each of which is in full force and effect in all material respects and 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, limitation or termination of any Partnership Coast Permit that currently is in effect, the loss of which either, individually or in the aggregate, would not be reasonably likely to have a Partnership Material Adverse Effectmaterial adverse effect on the business, financial condition or results from operations of the Barbary Coast Acquired Assets. The Partnership Coast and, to the knowledge of the PartnershipCoast's knowledge, each of its directors, officers, key employees and Persons persons performing management functions similar to officers and partners, are in compliance with the terms of the Partnership Coast Permits, except for such failures to comply which would notcould be reasonably likely to have a material adverse effect on the business, financial condition or results from operations of the Barbary Coast Acquired Assets. To Coast's knowledge, the business conducted by Coast at the Barbary Coast is not being conducted in violation of any Law of any Governmental Entity (including, without limitation, any Gaming Laws), except for possible violations which, individually or in the aggregate, do not and would not be reasonably likely to have a Partnership Material Adverse Effect. The businesses conducted at material adverse effect on the Property are not being conductedbusiness, nor are the Purchased Assets being used, in violation of any (i) Partnership Gaming Laws, except as would not be reasonably likely to interfere with the use, ownership financial condition or results from operations of the Property or (ii) any other Law of any Governmental Entity, except for a violation that would not, individually or in the aggregate, be reasonably likely to have a Partnership Material Adverse EffectBarbary Coast Acquired Assets. The Partnership Coast has not received a notice of any investigation or review by any Governmental Entity with respect to the Barbary Coast or the Barbary Coast Acquired Assets that is pending, and, to the knowledge of the PartnershipCoast's knowledge, no investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, not be reasonably likely to have a Partnership Material Adverse Effectmaterial adverse effect on the business, financial condition or results from operations of the Barbary Coast Acquired Assets.

Permits; Compliance with Gaming Laws. (a) The Partnership Seller and, to the knowledge of the PartnershipSeller, each of its directors, officers, key employees, Persons performing management functions similar to officers and partners partners, hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including all authorizations under the Partnership Gaming Laws, Environmental Lawand in the case of Xxxxxx’x Seller One and Caesars Seller Two, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard), necessary to conduct the business and material operations of the Partnership (the “Partnership Permits”)conducted at its Property or exclusively related to its Purchased Assets, each of which is in full force and effect in all material respects (as it relates to each Seller, its “Seller Permits”) and 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, limitation or termination of any Partnership Permit of its Seller Permits that currently is are in effect, the loss of which either, individually or in the aggregate, would be reasonably likely to have a Partnership Seller Material Adverse Effect. The Partnership Throughout the period of time each has owned its respective Vessel, Xxxxxx’x Seller One and Caesars Seller Two have been and now eligible to document a U.S. flag vessel under 46 USC 12102(a)(3). Xxxxxx’x Seller Two is currently eligible to document a U.S. flag vessel under 46 USC 12102(a)(3). Seller and, to the knowledge of the PartnershipSeller, each of its directors, officers, key employees and Persons performing management functions similar to officers and partners, are in compliance with the terms of the Partnership its Seller Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to have a Partnership Seller Material Adverse Effect. The businesses conducted by Seller at the its Property are is not being conducted, nor are the Purchased Assets being used, conducted in violation of any (i) Partnership Gaming Laws, except as would not be reasonably likely to interfere with the use, ownership or operations of the Property or (ii) any other applicable Law of any Governmental EntityEntity (including, without limitation, any Gaming Laws), except for a violation that would notpossible violations which, individually or in the aggregate, do not and would not be reasonably likely to have a Partnership Seller Material Adverse Effect. The Partnership Seller has not received a notice of any investigation or review by any Governmental Entity with respect to its Property or its Purchased Assets that is pending, and, to the knowledge of the PartnershipSeller, no investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, be reasonably likely to have a Partnership Seller Material Adverse Effect.

Permits; Compliance with Gaming Laws. (a) The Partnership Company and the Company Subsidiary and, to the knowledge of the PartnershipSeller, each of its respective directors, officers, key employees, officers and Persons performing management functions similar to officers and partners partners, hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including all authorizations under the Partnership Gaming Laws, Environmental Law, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard), necessary to conduct the business and material operations of conducted at the Partnership (the “Partnership Permits”)Property, each of which is in full force and effect in all material respects and no (the “Company Permits”). 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, limitation or termination of any Partnership Permit of the Company Permits that currently is are in effect, the loss of which either, individually or in the aggregate, would be reasonably likely to have a Partnership Material Adverse Effect. The Partnership Vessel is duly documented in the name of the Company Subsidiary in the records maintained by the U.S. Coast Guard’s National Vessel Documentation Center. Throughout the period of time the Company and/or the Company Subsidiary has owned the Vessel, the Company and/or the Company Subsidiary has been and remains a citizen of the United States within the meaning of Section 2 of the Shipping Act of 1916, as amended, entitled to own and operate the Vessel in the coastwise trade, and is now eligible to document a U.S. flag vessel under 46 USC 12103. The Company and the Company Subsidiary and, to the knowledge of the PartnershipSeller, each of its respective directors, officers, key employees and Persons performing management functions similar to officers and partners, are in compliance with the terms of the Partnership Company Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to have a Partnership Material Adverse Effect. The businesses conducted at the Property are not being conducted, nor are the Purchased Assets being used, in violation of any (i) Partnership Gaming Laws, except as would not be reasonably likely to interfere with the use, ownership or operations of the Property or (ii) any other Law of any Governmental Entity, except for a violation that would not, individually or in the aggregate, be reasonably likely to have a Partnership Material Adverse Effect. The Partnership Since April 26, 2005, the Company and the Company Subsidiary have conducted their respective businesses in accordance with all applicable Laws, except for possible violations which, individually or in the aggregate, do not and would not be reasonably likely to have a Material Adverse Effect. None of Seller, the Company or the Company Subsidiary has not received a notice of any investigation or review by any Governmental Entity that is pending, and, to the knowledge of the PartnershipSeller, no investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, be reasonably likely to have a Partnership Material Adverse Effect.