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

Permits; Compliance with Laws and Orders. The businesses of each of Pinnacle and its subsidiaries have not been conducted in violation of any 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 Pinnacle. No investigation, review, proceeding, notice of violation, order of forfeiture or complaint by any Governmental Authority, including any Gaming Authority, with respect to Pinnacle or any of its subsidiaries is pending or, to the knowledge of Pinnacle, 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 Pinnacle. Each of Pinnacle and its subsidiaries has obtained and is in compliance with all 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 Pinnacle. 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 Pinnacle, threatened 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 Pinnacle.

Appears in 4 contracts

Samples: Merger Agreement (Pinnacle Entertainment Inc), Merger Agreement (Pinnacle Entertainment Inc), Merger Agreement (Aztar Corp)

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Permits; Compliance with Laws and Orders. The businesses of each of Pinnacle 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 PinnacleAztar. No 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 Pinnacle Aztar or any of its subsidiaries is pending or, to the knowledge of PinnacleAztar, 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 PinnacleAztar. Each Except as set forth in Section 3.01(j)(2) of Pinnacle the Aztar Disclosure Letter, each of Aztar and its subsidiaries has obtained and is in compliance with all Licenses 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 PinnacleAztar. 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 PinnacleAztar, threatened in writingthreatened, 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 PinnacleAztar.

Appears in 3 contracts

Samples: Merger Agreement (Aztar Corp), Merger Agreement (Aztar Corp), Merger Agreement (Aztar Corp)

Permits; Compliance with Laws and Orders. The businesses of each of Pinnacle Sussex and its Columbia and their respective subsidiaries have not been conducted in violation of any 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 PinnacleSussex and Columbia, taken as a whole. No investigation, review, proceeding, notice of violation, order of forfeiture or complaint by any Governmental Authority, including any Gaming Authority, with respect to Pinnacle or any of its Sussex or Columbia or their respective subsidiaries is pending or, to the knowledge of Pinnacleany 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 PinnacleSussex and Columbia, taken as a whole. Each of Pinnacle Sussex and its Columbia and their respective subsidiaries has obtained and is in compliance with all 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 PinnacleSussex 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 Pinnacleany of Sussex and Columbia, threatened 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 PinnacleSussex 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.

Appears in 2 contracts

Samples: Merger Agreement (St Louis Riverboat Entertainment Inc), Merger Agreement (Aztar Corp)

Permits; Compliance with Laws and Orders. The businesses of each of Pinnacle 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 PinnacleAztar. No 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 Pinnacle Aztar or any of its subsidiaries is pending or, to the knowledge of PinnacleAztar, 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 PinnacleAztar. Each Except as set forth in Section 3.01(j)(2) of Pinnacle the Aztar Disclosure Letter, each of Aztar and its subsidiaries has obtained and is in compliance with all Licenses 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 PinnacleAztar. 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 PinnacleAztar, threatened in writingthreatened, 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 PinnacleAztar.

Appears in 2 contracts

Samples: Merger Agreement (Pinnacle Entertainment Inc), Merger Agreement (Pinnacle Entertainment Inc)

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Permits; Compliance with Laws and Orders. The businesses of each of Pinnacle 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 (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 PinnacleCompany. 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 Pinnacle Company or any of its subsidiaries is pending or, to the knowledge of PinnacleCompany, 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 PinnacleCompany. Each of Pinnacle Company and its subsidiaries has obtained and is in compliance with all Licenses permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by any Governmental 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 PinnacleCompany. 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 PinnacleCompany, threatened in writingthreatened, 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 PinnacleCompany.

Appears in 1 contract

Samples: Merger Agreement (Time Warner Telecom Inc)

Permits; Compliance with Laws and Orders. The businesses of each of Pinnacle 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 PinnacleAztar. No Except as set forth in Section 3.01(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 Pinnacle Aztar or any of its subsidiaries is pending or, to the knowledge of PinnacleAztar, 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 PinnacleAztar. Each Except as set forth in Section 3.01(j)(2) of Pinnacle the Aztar Disclosure Letter, each of Aztar and its subsidiaries has obtained and is in compliance with all Licenses 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 PinnacleAztar. 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 PinnacleAztar, threatened in writingthreatened, 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 PinnacleAztar.

Appears in 1 contract

Samples: Merger Agreement (St Louis Riverboat Entertainment Inc)

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