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

Permits; Compliance with Gaming Laws. (a) Buyer, and to its knowledge, each of its Affiliates, directors, officers, key employees and Persons performing management functions similar to officers and partners holds all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including all authorizations under Gaming Laws) necessary to conduct the business and operations of Buyer (the “Buyer Permits”), each of which is in full force and effect except for such Buyer Permits, the failure of which to hold would not, individually or in the aggregate, be reasonably likely to (x) have a Buyer Material Adverse Effect or (y) materially impair or materially delay the Closing, 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 the Buyer Permits that are currently in effect, the loss of which would, individually or in the aggregate, be reasonably likely to (x) have a Buyer Material Adverse Effect or (y) materially impair or materially delay the Closing. Buyer, and to Buyer’s knowledge, Buyer’s directors, officers, key employees and Persons performing management functions similar to officers and partners are, and since January 1, 2009 have been, in compliance with the terms of the Buyer Permits, except for such failures to comply, as would not, individually or in the aggregate, be reasonably likely to (x) have a Buyer Material Adverse Effect (y) materially impair or materially delay the Closing. Buyer has not received notice of any investigation or review by any Governmental Entity with respect to Buyer that is pending, and, 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 (x) have a Buyer Material Adverse Effect or (y) materially impair or materially delay the Closing.

Permits; Compliance with Gaming Laws. (a) Buyer, and to its Buyer’s knowledge, each of the Buyer Related Parties, and its Affiliates, and their respective directors, officers, key employees and Persons performing management functions similar to officers and partners holds 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 Gaming Laws) necessary to conduct the business and operations of Buyer (the “Buyer Permits”), each of which is in full force and effect effect, except for such Buyer Permits, the failure of which to hold would not, individually or in the aggregate, be reasonably likely to (x) have a Buyer Material Adverse Effect or (y) materially impair or materially delay the Closing, 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 the Buyer Permits that are currently in effect, the loss of which would, individually or in the aggregate, be reasonably likely to (x) have a Buyer Material Adverse Effect or (y) materially impair or materially delay the Closing. Buyer, and to Buyer’s knowledge, Buyer’s directors, officers, key employees and Persons performing management functions similar to officers and partners are, and since January 1, 2009 2010 have been, in compliance with the terms of the Buyer Permits, except for such failures to comply, as would not, individually or in the aggregate, be reasonably likely to (x) have a Buyer Material Adverse Effect (y) materially impair or materially delay the Closing. Buyer has not received written notice of any investigation or review by any Governmental Entity with respect to Buyer that is pending, and, to Buyer’s knowledge, 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 (x) have a Buyer Material Adverse Effect or (y) materially impair or materially delay the Closing.

Permits; Compliance with Gaming Laws. (a) BuyerSection 3.19.1 To the Company's knowledge, and except for such matters for which the Management Company has sole responsibility pursuant to its knowledgethe Management Agreement, each of its Affiliatesthe Company and the Company Subsidiaries, and each of their respective directors, officers, key employees and Persons persons performing management functions similar to officers and partners holds and, to the Company's knowledge, partners, is in possession of all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including but not limited to all authorizations under the Company Gaming Laws) ), necessary for the Company and the Company Subsidiaries to own, lease and operate its properties and to conduct the business and operations of Buyer the Company and the Company Subsidiaries in the manner described in the Company SEC Filings filed prior to the date hereof and as it is being conducted as of the date hereof (the “Buyer "Company Permits”"), each and all of which is such Company Permits are valid, and in full force and effect, except for where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect except for such Buyer Permitsof, any of the failure of which to hold Company Permits would not, individually or in the aggregate, be reasonably likely expected to (x) have a Buyer Company Material Adverse Effect or (y) materially impair or materially delay the Closing, 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 the Buyer Permits any Company Permit that are currently is in effect, effect the loss of which would, either individually or in the aggregate, aggregate would be reasonably likely expected to (x) have a Buyer Company Material Adverse Effect or (y) materially impair or materially delay Effect. To the Closing. BuyerCompany's knowledge, each of the Company and the Company Subsidiaries, and to Buyer’s knowledge, Buyer’s each of their respective directors, officers, key employees and Persons persons performing management functions similar to officers and partners areand, and since January 1partners, 2009 have been, are in compliance with the terms of the Buyer Company Permits, except for such failures to comply, as which individually or in the aggregate, would not, individually or in the aggregate, be reasonably likely expected to (x) have a Buyer Company Material Adverse Effect Effect. Except as disclosed in the Company SEC Filings filed prior to the date of this Agreement, to the Company's knowledge, none of the Company, the Company Subsidiaries or the businesses of the Company and the Company Subsidiaries are being conducted in violation or default of or in conflict with (yA) materially impair any Law, ordinance or materially delay regulation of any Governmental Entity (including, without limitation, any Company Gaming Laws), (B) any Law applicable to the ClosingCompany or any Company Subsidiary or by which any property or asset of any Company Subsidiary is bound or affected or (C) any Company Permit, except for possible violations, conflicts or defaults which individually or in the aggregate do not and would not be reasonably expected to have a Company Material Adverse Effect. Buyer The Company has not received no notice of any investigation or review by any Governmental Entity with respect to Buyer the Company or any of the Company Subsidiaries that is pending, and, to the Company'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, be reasonably likely expected to (x) have a Buyer Company Material Adverse Effect or (y) materially impair or materially delay the ClosingEffect.

Permits; Compliance with Gaming Laws. (a) BuyerPurchaser, and and, to its knowledgePurchaser’s Knowledge, each of its Affiliates, directors, officers, key employees and Persons performing management functions similar to officers and partners holds the Licensed Parties hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities Authorities (including all authorizations under Gaming Laws) necessary to conduct the business and operations of Buyer Purchaser (the “Buyer Purchaser Permits”), each of which is in full force and effect in all material respects, except for such Buyer Purchaser Permits, the failure of which to hold would not, individually or in the aggregate, be reasonably likely expected to (x) have a Buyer Purchaser Material Adverse Effect or (y) materially impair or materially delay the ClosingEffect, and no event has occurred which permits, or upon the giving of notice or passage of time or both would reasonably be expected to permit, revocation, non-renewal, modification, suspension, limitation or termination of the Buyer Purchaser Permits that are currently in effect, the loss of which would, individually or in the aggregate, be reasonably likely expected to (x) have a Buyer Purchaser Material Adverse Effect or (y) materially impair or materially delay the ClosingEffect. BuyerPurchaser, and to BuyerPurchaser’s knowledgeKnowledge, Buyer’s directors, officers, key employees and Persons performing management functions similar to officers and partners are, and since January 1, 2009 have been, the Licensed Parties are in compliance with the terms of the Buyer Purchaser Permits, except for such failures to comply, as would not, individually or in the aggregate, be reasonably likely expected to (x) have a Buyer Purchaser Material Adverse Effect (y) materially impair or materially delay the ClosingEffect. Buyer Purchaser has not received notice of any investigation or review by any Governmental Entity Authority with respect to Buyer Purchaser that is pending, and, to Purchaser’s Knowledge, no investigation or review is threatened, nor has any Governmental Entity Authority 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 expected to (x) have a Buyer Purchaser Material Adverse Effect or (y) materially impair or materially delay the ClosingEffect.