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: Agreement and Plan of Merger (Pinnacle Entertainment Inc), Agreement and Plan of Merger (Pinnacle Entertainment Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Aztar Corp), Agreement and Plan of Merger (Aztar Corp), Agreement and Plan of Merger (Aztar Corp)

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