Common use of Power and Authority; No Conflicts Clause in Contracts

Power and Authority; No Conflicts. Purchaser has the requisite power and authority to enter into and carry out the terms of this Agreement. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Purchaser pursuant hereto and the consummation of the transactions contemplated hereby and thereby by Purchaser have been duly authorized by all necessary action of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by Purchaser will constitute, valid and binding agreements of Purchaser, enforceable against Purchaser in accordance with their respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and except to the extent that the enforceability of rights and remedies may be limited by general principles of equity. The execution and delivery of this Agreement does not, and, subject to any requisite governmental or other consents or approvals (including, without limitation, Licensing Approval of the Nevada Gaming Authorities), the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles of Organization or the Operating Agreement of Purchaser, or (ii) violate or conflict with any law, ordinance, rule, regulation, order, judgment or decree to which Purchaser is subject or by which Purchaser is bound (other than violations or conflicts which individually or in the aggregate would not have a Purchaser Material Adverse Effect or which would not prevent or delay the consummation of the transactions contemplated hereby). Except for any required Licensing Approval of the Nevada Gaming Authorities, no consent, approval, authorization or action by any Governmental Agency or any other third party is required in connection with the execution and delivery by Purchaser of this Agreement and the other documents and instruments to be executed and delivered by Purchaser pursuant hereto or the consummation by Purchaser of the transactions contemplated herein or therein.

Power and Authority; No Conflicts. Purchaser Each of Chart, GTC and CAC has the requisite full power and authority (corporate or otherwise) to enter into and carry out the terms of this Agreement. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Purchaser Chart, GTC and CAC pursuant hereto and thereto and the consummation of the transactions contemplated hereby and thereby by Purchaser Chart, GTC and CAC have been duly authorized by all necessary action the Boards of PurchaserDirectors of Chart, GTC and CAC, and by GTC as the sole stockholder of CAC. This Agreement has been duly and validly executed and delivered by Purchaser each of Chart, GTC and CAC and constitutes, and when executed and delivered, along with the other documents and instruments to be executed and delivered by Purchaser will constituteeach of Chart, GTC and CAC pursuant hereto, valid and binding agreements of PurchaserChart, GTC and CAC, enforceable against Purchaser each of Chart, GTC and CAC in accordance with their respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and except to the extent that the enforceability of rights and remedies may be limited by general principles of equity. The execution and delivery of this Agreement does not, and, subject to any requisite governmental or other consents or approvals (including, without limitation, Licensing Approval of the Nevada Gaming Authorities), the consummation of the transactions contemplated hereby and thereby will not, not (i) violate any provision of the Articles Certificate of Organization Incorporation or the Operating Agreement by-laws of Purchasereach of Chart, or GTC and CAC, (ii) violate or conflict with any law, ordinance, rule, regulation, order, judgment or decree to which Purchaser either Chart, GTC or CAC is subject or by which Purchaser either Chart, GTC or CAC is bound bound, or (other than violations iii) violate or conflicts which individually conflict with or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the aggregate would not have a Purchaser Material Adverse Effect termination of, or which would not prevent accelerate the performance required by, or delay result in the consummation creation of any lien, security interest, charge or encumbrance upon any of the transactions contemplated hereby)properties or the assets under, any term or provision of any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Chart, GTC or CAC is a party or by which either of them or any of their assets or properties may be bound or affected. Except for any required Licensing Approval of the Nevada Gaming Authoritiesas set forth in Schedule 6.2(b), no consent, approval, authorization or action by any Governmental Agency or any other third party is required in connection with the execution and delivery by Purchaser each of Chart, GTC and CAC of this Agreement and the other documents and instruments to be executed and delivered by Purchaser each of Chart, GTC and CAC pursuant hereto or the consummation by Purchaser each of Chart, GTC and CAC of the transactions contemplated herein or therein.

Power and Authority; No Conflicts. Purchaser (a) Buyer has the requisite all corporate power and authority to enter into execute and carry out deliver this Agreement and each other Transaction Document to which it is a party and to assume and perform its obligations hereunder and thereunder, and to consummate the terms of this Agreementtransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other documents and instruments Transaction Documents to be executed and delivered by Purchaser pursuant hereto which Buyer is a party, and the consummation of the transactions contemplated hereby and thereby by Purchaser Transactions have been duly and validly authorized by all requisite action on the part of the board of directors of Buyer and, if required, the stockholders of Buyer, and no other proceedings on the part of Buyer are necessary action of Purchaserto authorize this Agreement and the other Transaction Documents or to consummate the Transactions. This Agreement has been been, and on the Closing Date each other Transaction Document to which Buyer is a party will be, duly and validly executed and delivered by Purchaser and constitutesBuyer, and (assuming the due execution of Seller) this Agreement is, and each other Transaction Document to which Buyer is a party when executed and delivered, the other documents and instruments to be so executed and delivered by Purchaser on the Closing Date will constitutebe, a legally valid and binding agreements obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms its terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability now or hereafter in effect relating to or affecting creditors' ’ rights generally generally, and except to (ii) equitable principles limiting the extent that the enforceability availability of rights and remedies may be limited by general principles of equity. certain remedies. (b) The execution and delivery of this Agreement by Buyer does not, and, subject and the execution and delivery of each other Transaction Document to any requisite governmental or other consents or approvals (including, without limitation, Licensing Approval which Buyer is a party and the performance by Buyer of the Nevada Gaming Authorities), its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby Transactions will not, (i) contravene, conflict with or violate any provision of the Articles Buyer’s articles of Organization incorporation or the Operating Agreement of Purchaser, or by-laws and (ii) violate or does not and will not conflict with or result in any lawbreach of any condition or provision of, ordinanceor constitute a default under, ruleor create or give rise to any material adverse right of termination or cancellation by, regulationor excuse the performance of, orderany other Person under, judgment or decree result in the creation or imposition of any Lien upon Buyer or any of its assets or the acceleration of the maturity date or date of payment or performance of any obligation of Buyer or have a material adverse affect upon Buyer by reason of the terms of, any contract, Lien or order of any Governmental Authority to which Purchaser Buyer is a party or is subject or by which Purchaser is bound (other than violations or conflicts which individually or in the aggregate would not have a Purchaser Material Adverse Effect or which would not prevent or delay the consummation of the transactions contemplated hereby). Except for any required Licensing Approval of the Nevada Gaming Authorities, no consent, approval, authorization or action by any Governmental Agency or any other third party is required in connection with the execution and delivery by Purchaser of this Agreement and the other documents and instruments purports to be executed and delivered by Purchaser pursuant hereto or the consummation by Purchaser of the transactions contemplated herein or thereinbinding upon it.

Power and Authority; No Conflicts. Purchaser has the requisite power and authority to enter into and carry out the terms of this Agreement. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Purchaser pursuant hereto and the consummation of the transactions contemplated hereby and thereby by Purchaser have been duly authorized by all necessary action the Manager of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by Purchaser will constitute, valid and binding agreements of Purchaser, enforceable against Purchaser in accordance with their respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and except to the extent that the enforceability of rights and remedies may be limited by general principles of equity. The execution and delivery of this Agreement does not, and, subject to any requisite governmental or other consents or approvals (including, including without limitation, Licensing Approval licensing approval of the Nevada Gaming AuthoritiesDivision and the Commission), the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles of Organization or the Operating Agreement of Purchaser, or (ii) violate or conflict with any law, ordinance, rule, regulation, order, judgment or decree to which Purchaser is subject or by which Purchaser is bound (other than violations or conflicts which individually or in the aggregate would not have a Purchaser Material Adverse Effect or which would not prevent or delay the consummation of the transactions contemplated hereby), or (iii) violate or conflict with or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or the assets under, any term or provision of any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Purchaser is a party or by which Purchaser or any of its assets or properties may be bound or affected (other than, in any such instance, violations, conflicts, defaults, terminations, accelerations, liens, security interests, charges or encumbrances which individually or in the aggregate would not have a Purchaser Material Adverse Effect or which would not prevent or delay the consummation of the transactions contemplated hereby). Except for approval of Seller's shareholders, any required Licensing Approval licensing approval of the Nevada Gaming AuthoritiesDivision, the Commission and state and local liquor licensing authorities, no consent, approval, authorization or action by any Governmental Agency or any other third party is required in connection with the execution and delivery by Purchaser of this Agreement and the other documents and instruments to be executed and delivered by Purchaser pursuant hereto or the consummation by Purchaser of the transactions contemplated herein or therein.