Common use of Permits; Compliance with Laws and Orders Clause in Contracts

Permits; Compliance with Laws and Orders. The businesses of each of Aztar and its subsidiaries have not been conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Authority, including any Gaming Authority (collectively, “Laws”), except for such violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Aztar. Except as set forth in Section 3.01(j)(1) of the Aztar Disclosure Letter, no investigation, review, proceeding, notice of violation, order of forfeiture or complaint by any Governmental Authority, including any Gaming Authority, with respect to Aztar or any of its subsidiaries is pending or, to the knowledge of Aztar, threatened, nor has any Governmental Authority, including any Gaming Authority, indicated an intention to conduct the same, except for any such investigations or reviews that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Aztar. Except as set forth in Section 3.01(j)(2) of the Aztar Disclosure Letter, each of Aztar and its subsidiaries has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority, including any Gaming Authority (“Licenses”) necessary to conduct its business as presently conducted, except for any failures to have or to be in compliance with such Licenses which, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Aztar. The actions of the applicable Governmental Authorities, including any Gaming Authority, granting all Licenses have not been reversed, stayed, enjoined, annulled or suspended, and there is not pending or, to the knowledge of Aztar, threatened, any application, petition, objection or other pleading with any Governmental Authority, including any Gaming Authority, which challenges or questions the validity of or any rights of the holder under any License, except for any of the foregoing that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Aztar.

Permits; Compliance with Laws and Orders. The Company, its Subsidiaries and the Joint Ventures hold all permits, licenses, authorizations, franchises, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities (other than environmental permits which are governed by Section 2.15) necessary for the lawful conduct of their respective businesses of each of Aztar and its subsidiaries have not been conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Authority, including any Gaming Authority (collectively, the “LawsCompany Permits”), except for failures to hold such violations thatCompany Permits which, individually or in the aggregate, have are not had having, and would not reasonably be expected to have, a material adverse effect on the Company and its Subsidiaries taken as a whole. The Company, its Subsidiaries and the Joint Ventures are in compliance with the terms of the Company Permits, except failures so to comply which, individually or in the aggregate, are not having, and would not reasonably be expected to have, a material adverse effect on the Company and its Subsidiaries taken as a whole. Except as disclosed in the SEC Reports filed on or prior to the Cutoff Date or Section 2.10 of the Seller Parent Disclosure Letter, the Company, its Subsidiaries and the Joint Ventures are not (and since December 31, 2002, have not been) in violation of or default under any law or order of any Governmental or Regulatory Authority, except for such violations or defaults which, individually or in the aggregate, are not having, and would not reasonably be expected to have, a material adverse effect on the Company and its Subsidiaries taken as a whole. No modification, suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Seller Parent, threatened, except where the modification, suspension or cancellation of any of the Company Permits, individually or the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the Company, its Subsidiaries and the Joint Ventures, and no notice of violation of any of the Company Permits has been received or, to the knowledge of the Seller Parent, threatened, except for violations of any of the Company Permits that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Aztarthe Company. Except as set forth in Section 3.01(j)(1) With respect to any of the Aztar Disclosure Letter, no investigation, review, proceeding, notice of violation, Company Permits that are required to be renewed or reissued in order of forfeiture or complaint by any Governmental Authority, including any Gaming Authority, with respect for the Company to Aztar or any of continue its subsidiaries is pending orbusiness as conducted on the date hereof, to the knowledge of Aztarthe Seller Parent, threatenedthere are no actions, nor has events or circumstances that could reasonably be expected to adversely affect the renewal, extension or reissuance of any Governmental Authority, including any Gaming Authority, indicated an intention to conduct the samesuch Company Permit, except for any such investigations or reviews thatthose that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Aztar. Except as set forth in Section 3.01(j)(2) of the Aztar Disclosure Letter, each of Aztar and its subsidiaries has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority, including any Gaming Authority (“Licenses”) necessary to conduct its business as presently conducted, except for any failures to have or to be in compliance with such Licenses which, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Aztar. The actions of the applicable Governmental Authorities, including any Gaming Authority, granting all Licenses have not been reversed, stayed, enjoined, annulled or suspended, and there is not pending or, to the knowledge of Aztar, threatened, any application, petition, objection or other pleading with any Governmental Authority, including any Gaming Authority, which challenges or questions the validity of or any rights of the holder under any License, except for any of the foregoing that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on AztarCompany.

Permits; Compliance with Laws and Orders. The businesses of each of Aztar Sussex and its Columbia and their respective subsidiaries have not been conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Authority, including any Gaming Authority (collectively, “Laws”), except for such violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on AztarSussex and Columbia, taken as a whole. Except as set forth in Section 3.01(j)(1) of the Aztar Disclosure Letter, no No investigation, review, proceeding, notice of violation, order of forfeiture or complaint by any Governmental Authority, including any Gaming Authority, with respect to Aztar or any of its Sussex or Columbia or their respective subsidiaries is pending or, to the knowledge of Aztarany of Sussex or Columbia, threatened, nor has any Governmental Authority, including any Gaming Authority, indicated an intention to conduct the same, except for any such investigations or reviews that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on AztarSussex and Columbia, taken as a whole. Except as set forth in Section 3.01(j)(2) Each of the Aztar Disclosure Letter, each of Aztar Sussex and its Columbia and their respective subsidiaries has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority, including any Gaming Authority (“Licenses”) Licenses necessary to conduct its business as presently conducted, except for any failures to have or to be in compliance with such Licenses which, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on AztarSussex and Columbia, taken as a whole. The actions of the applicable Governmental Authorities, including any Gaming Authority, granting all Licenses have not been reversed, stayed, enjoined, annulled or suspended, and there is not pending or, to the knowledge of Aztarany of Sussex and Columbia, threatenedthreatened in writing, any application, petition, objection or other pleading with any Governmental Authority, including any Gaming Authority, which challenges or questions the validity of or any rights of the holder under any License, except for any of the foregoing that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on AztarSussex and Columbia, taken as a whole. Except as set forth in Section 3.02(i) of the Columbia Disclosure Letter, since January 1, 2004, no inquiries regarding, or investigations of, Sussex or Columbia have been conducted by any Gaming Authority. As of the date of this Agreement, no inquiries or investigations of Sussex or Columbia are pending, or to the knowledge of Sussex or Columbia, threatened by any Gaming Authority.

Permits; Compliance with Laws and Orders. The businesses of each of Aztar and its subsidiaries have not been conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Authority, including any Gaming Authority (collectively, “Laws”), except for such violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Aztar. Except as set forth in Section 3.01(j)(13.01(j)(l) of the Aztar Disclosure Letter, no investigation, review, proceeding, notice of violation, order of forfeiture or complaint by any Governmental Authority, including any Gaming Authority, with respect to Aztar or any of its subsidiaries is pending or, to the knowledge of Aztar, threatened, nor has any Governmental Authority, including any Gaming Authority, indicated an intention to conduct the same, except for any such investigations or reviews that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Aztar. Except as set forth in Section 3.01(j)(2) of the Aztar Disclosure Letter, each of Aztar and its subsidiaries has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority, including any Gaming Authority (“Licenses”) necessary to conduct its business as presently conducted, except for any failures to have or to be in compliance with such Licenses which, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Aztar. The actions of the applicable Governmental Authorities, including any Gaming Authority, granting all Licenses have not been reversed, stayed, enjoined, annulled or suspended, and there is not pending or, to the knowledge of Aztar, threatened, any application, petition, objection or other pleading with any Governmental Authority, including any Gaming Authority, which challenges or questions the validity of or any rights of the holder under any License, except for any of the foregoing that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Aztar.

Permits; Compliance with Laws and Orders. The businesses of each of Aztar Company and its subsidiaries have not been conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Authority, including any Gaming Authority (collectively, “Laws”), except for such violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on AztarCompany. Except as set forth in Section 3.01(j)(1) of the Aztar Disclosure Letter, no No investigation, review, proceeding, notice of violation, order of forfeiture or complaint by any Governmental Authority, including Authority or by any Gaming Authority, third party alleging a violation of any Law with respect to Aztar Company or any of its subsidiaries is pending or, to the knowledge of AztarCompany, threatened, nor has any Governmental Authority, including any Gaming Authority, Authority indicated an intention to conduct the same, except for any such investigations or reviews that, of the foregoing that individually or in the aggregate, aggregate have not had and would not reasonably be expected to have a material adverse effect on AztarCompany. Except as set forth in Section 3.01(j)(2) Each of the Aztar Disclosure Letter, each of Aztar Company and its subsidiaries has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a any Governmental Authority, including any Gaming Authority (“Licenses”) necessary to conduct its business as presently conducted, except for any failures to have or to be in compliance with such Licenses which, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on AztarCompany. The actions of the applicable Governmental Authorities, including any Gaming Authority, Authorities granting all Licenses have not been reversed, stayed, enjoined, annulled or suspended, and there is not pending or, to the knowledge of AztarCompany, threatened, any application, petition, objection or other pleading with any Governmental Authority, including any Gaming Authority, Authority which challenges or questions the validity of or any rights of the holder under any License, except for any of the foregoing that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on AztarCompany.

Permits; Compliance with Laws and Orders. The businesses Each of each of Aztar the Company, its Subsidiaries and their respective officers and employees has all permits, licenses, authorizations, variances, exemptions, orders and approvals of, and has made all filings, applications and registrations with, all Governmental or Regulatory Authorities that are required in order to permit the Company and its subsidiaries have not been Subsidiaries to own and operate their businesses as presently conducted in violation or that are necessary for the lawful conduct of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Authority, including any Gaming Authority (collectively, “Laws”)its business, except for failures to have such violations thatpermits, licenses, authorizations, variances, exemptions, orders and approvals or make such filings, applications and registrations which, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse Material Adverse Effect on the Company (collectively, the “Company Permits”). All Company Permits are in full force and effect on Aztar. Except as set forth in Section 3.01(j)(1) of the Aztar Disclosure Letter, no investigation, review, proceeding, notice of violation, order of forfeiture or complaint by any Governmental Authority, including any Gaming Authority, with respect to Aztar or any of its subsidiaries is pending orand, to the knowledge Company’s knowledge, no suspension or cancellation of Aztarany of them is threatened or reasonably likely. The Company, threatened, nor has any Governmental Authority, including any Gaming Authority, indicated an intention to conduct its Subsidiaries and their respective officers and employees are in compliance with the sameterms of the Company Permits, except for any such investigations or reviews thatfailures so to comply which, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on Aztarthe Company. Except as set forth disclosed in Section 3.01(j)(2) the Company Reports filed prior to the date of this Agreement, the Aztar Disclosure Letter, each of Aztar Company and its subsidiaries has obtained and is Subsidiaries are not in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued violation of or granted by a default under any Law or Order of any Governmental or Regulatory Authority, including any Gaming Authority (“Licenses”) necessary to conduct its business as presently conducted, except for any failures to have such violations or to be in compliance with such Licenses defaults which, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on Aztarthe Company. The actions Neither the Company, nor any of its Subsidiaries has received a notification or communication from any Governmental or Regulatory Authority asserting that the applicable Governmental AuthoritiesCompany, including its Subsidiaries or any Gaming Authorityof their respective directors, granting all Licenses have not been reversed, stayed, enjoined, annulled officers or suspended, and there employees in their capacities as such is not pending or, to the knowledge of Aztar, threatened, any application, petition, objection or other pleading in compliance with any Governmental Authority, including any Gaming Authority, which challenges or questions the validity of or any rights of the holder under any License, except for any of the foregoing that, individually Laws which such Governmental or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on AztarRegulatory Authority enforces.

Permits; Compliance with Laws and Orders. The businesses (a) Each Group Company is in possession of each of Aztar all material grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and its subsidiaries have not been conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit orders of any Governmental AuthorityEntity necessary for it to own, including any Gaming Authority lease, operate and use its properties and assets or to carry on its business as it is now being conducted except as would not have a Company Material Adverse Effect (collectively, the “LawsMaterial Company Permits”), except for such violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Aztar. Except as set forth in Section 3.01(j)(1) As of the Aztar Disclosure Letterdate hereof, no investigation, review, proceeding, notice suspension or cancellation of violation, order of forfeiture or complaint by any Governmental Authority, including any Gaming Authority, with respect to Aztar or any of its subsidiaries the Material Company Permits is pending or, to the knowledge Knowledge of Aztarthe Company, threatened. All such Material Company Permits are valid and in full force and effect, nor has any except where the failure to be valid or in full force and effect would not have a Company Material Adverse Effect. Each Group Company is in compliance with the terms of the Material Company Permits, except where non-compliance would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all approvals, filings and registrations with Governmental AuthorityEntities in the PRC that are material to the operations of the Group Companies as they are being conducted as of the date hereof, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC, including any Gaming Authorityregistrations with the State Administration for Industry and Commerce, indicated an intention to conduct the sameState Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in all material respects in compliance with applicable PRC Laws. Each Group Company that is organized in the PRC has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital. Since January 1, 2017, except for any such investigations or reviews that, individually or in the aggregate, have as has not had and would not reasonably be expected to have a material adverse effect on AztarCompany Material Adverse Effect, no Group Company is in default, breach or violation of any Law applicable to it or by which any of its properties or assets are bound. Except as set forth in Section 3.01(j)(2) To the Knowledge of the Aztar Disclosure LetterCompany, each since January 1, 2017, no Group Company has received any written notice or communication from any Governmental Entity or stock exchange of Aztar and its subsidiaries has obtained and is in any non-compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority, including any Gaming Authority (“Licenses”) necessary to conduct its business as presently conducted, applicable Laws that has not been cured except for any failures to have or to be in such non-compliance with such Licenses which, individually or in the aggregate, have not had and outcome of which would not reasonably be expected to have a material adverse effect on Aztar. The actions of the applicable Governmental Authorities, including any Gaming Authority, granting all Licenses have not been reversed, stayed, enjoined, annulled or suspended, and there is not pending or, to the knowledge of Aztar, threatened, any application, petition, objection or other pleading with any Governmental Authority, including any Gaming Authority, which challenges or questions the validity of or any rights of the holder under any License, except for any of the foregoing that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on AztarCompany Material Adverse Effect.