Privileged Licenses. Seller acknowledges that Buyer and other affiliates are engaged in businesses that are or may be subject to and exist because of privileged licenses or other permits issued by governmental authorities or other sovereigns. Buyer may terminate the Order, without penalty or prejudice or any further liability to Seller, if Buyer or any affiliate or other subsidiary : (i) is directed to cease doing business with Seller by any such authority or sovereign; or (ii) determines, in its sole and exclusive judgment, that Seller, Seller’s affiliates or any of its or their directors, officers, employees, agents or other representatives is, might be or is about to be engaged in or involved in any activity or relationship that could or does jeopardize any of the businesses or licenses of Buyer or any affiliate (including, without limitation, any denial, suspension or revocation (or the threat thereof)). Seller shall be entitled to receive all undisputed fees that have accrued or otherwise become due but are unpaid at the time of termination, if not otherwise prohibited by any applicable governmental or licensing authority. Without limiting the foregoing, Buyer or its designee shall be entitled to, and Vendor shall refund, pro rata, any pre-paid fees, deposits, escrowed amounts or other upfront payments made by Buyer based on the proportion of work or services then not completed under this Order. Further, Seller: (a) acknowledges that it is illegal for an applicant to whom a license has been denied, a licensee whose license has been revoked, or a business organization under such a person’s control (“Denied Entity”), to enter into, or attempt to enter into, a contract with Buyer or any of its affiliates without the prior approval of certain gaming commissions or licensing authorities; (b) represents and warrants that it is not a Denied Entity and is not under the control of a Denied Entity; and
Privileged Licenses. 23.23.1. Lessee acknowledges that Lessor, its parent company, subsidiaries and affiliates, are businesses that are or may be subject to and exist because of privileged licenses issued by governmental authorities. If requested to do so by Lessor, Lessee, and its agents, employees and subcontractors, shall obtain any license, qualification, clearance or the like which shall be reasonably requested or required of any of them by Lessor or any regulatory authority having jurisdiction over Lessor or any parent company, subsidiary or affiliate of Lessor. If Lessee, or its agents, employees, or subcontractors, fails to satisfy such requirement or if Lessor or any parent company, subsidiary or affiliate of Lessor is directed to cease business with Lessee or its agents, employees or subcontractors by any such authority, or if Lessor shall in good faith determine, in Lessor's sole and exclusive judgment, that Lessee, or any of its agents, employees, subcontractors, or representatives [i] is or might be engaged in, or is about to be engaged in, any activity or activities, or [ii] was or is involved in any relationship, either of which could or does jeopardize Lessor's business or such licenses, or those of a parent company, subsidiary or affiliate, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, this Lease, all Lease Schedules and the Charter may be immediately terminated by Lessor without further liability to Lessee other than as provided in Section 21.2.
23.23.2. Lessee further acknowledges its understanding that it is illegal for a denied gaming license applicant or a revoked gaming licensee, or a business entity under such a person's control, to enter or attempt to enter into a contract with Lessor, its parent company, subsidiaries or any affiliate, without the prior approval of the Nevada Gaming Commission or other applicable gaming authorities. Lessee affirms that it is not such a person or entity and that it is not under the control of such a person; and agrees that this Lease, all Lease Schedules and the Charter are each subject to immediate termination by Lessor, without further liability to Lessee, other than as provided in Section 21.2, if Lessee is or becomes such a person or entity or is under the control of such a person.
Privileged Licenses. Tenant, to its actual knowledge, represents to Landlord that Landlord is not currently required to obtain any license, qualification, clearance or the like as a result of the special nature of the Privileged Licenses (defined below) and held by Tenant or Tenant's parent company, subsidiaries and affiliates (collectively, "Tenant's Affiliates"). Landlord acknowledges that Tenant and Tenant's Affiliates are businesses that are or may be subject to and exist because of privileged licenses relating to the gaming industry issued by Governmental Authorities ("Privileged Licenses"). Landlord's agents, employees and subcontractors, shall obtain any license, qualification, clearance or the like which shall be required of any of them by any Governmental Authority having jurisdiction over Landlord. If: (i) Landlord, or Landlord's agents, employees, or subcontractors, fails to satisfy such requirement and such failure jeopardizes Tenant's Privileged Licenses under the statutes or regulations of any Governmental Authority; (ii) Tenant or Tenant's Affiliates is directed to cease business with Landlord or Landlord's agents, employees or subcontractors by any such Governmental Authority; or (iii) Tenant shall in good faith determine, in Tenant's reasonable judgment, that Landlord, or any of Landlord's agents, employees, subcontractors, or representatives, (a) is engaged in, or is about to be engaged in, any activity or activities, or (b) was or is involved in any relationship, either of which does jeopardize Tenant's or Tenant's Affiliates Privileged Licenses under the statutes or regulations of a Government Authority or causes any Governmental Authority to deny, curtail, suspend, revoke or threaten the same, then this Lease may be immediately terminated by Tenant without further liability from Tenant to Landlord; provided, however, if any matter described herein can be appealed or is reasonably susceptible to cure without jeopardizing Tenant's or Tenant's Affiliates Privileged Licenses, Landlord shall have a reasonable time within which to make such appeal or effect such cure (but in no event longer than the time available to fully comply with any requirement imposed by any Governmental Authorities or any other applicable law, rule or regulation) and Tenant shall not have the right to terminate this Lease during such appeal or cure period. In the event of termination by Tenant, Tenant shall provide Landlord with written notice of the basis of the termination, including t...
Privileged Licenses. Licensee acknowledges that Licensor, its parent companies, subsidiaries and affiliates, are businesses that are or may be subject to and exist because of privileged licenses issued by governmental authorities. If requested to do so by Licensor, Licensee, and its agents, employees and subcontractors, shall obtain any license, qualification, clearance or the like which shall be requested or required of any of them by Licensor or any regulatory authority having jurisdiction over Licensor or any parent company, subsidiary or affiliate of Licensor. If Licensee, or its agents, employees, or subcontractors, fails to satisfy such requirement or if Licensor or any parent company, subsidiary or affiliate of Licensor is directed to cease business with Licensee or its agents, employees or subcontractors by any such authority, or if Licensor shall in good faith determine, in Licensor’s sole and exclusive judgment, that Licensee, or any of its agents, employees, subcontractors, or representatives, (a) is or might be engaged in, or is about to be engaged in, any activity or activities, or (b) was or is involved in any relationship, either of which could or does jeopardize Licensor’s business or such licenses, or those of a parent company, subsidiary or affiliate, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, this Agreement may be immediately terminated by Licensor without further liability to Licensee.
Privileged Licenses. Second Party acknowledges that First Party, its parent company, subsidiaries and affiliates, are businesses that are or may be subject to and exist because of privileged licenses issued by governmental authorities. If requested to do so by First Party, Second Party, and its agents, employees and subcontractors, shall obtain any license, qualification, clearance or the like which shall be requested or required of any of them by First Party or any regulatory authority having jurisdiction over First Party or any parent company, subsidiary or affiliate of First Party. If Second Party, or its agents, employees, or subcontractors, fails to satisfy such requirement or if First Party or any parent company, subsidiary or affiliate of First Party is directed to cease business with Second Party or its agents, employees or subcontractors by any such authority, or if First Party shall in good faith determine, in First Party's sole and exclusive judgment, that Second Party, or any of its agents, employees, subcontractors, or representatives [i] is or might be engaged in, or is about to be engaged in, any activity or activities, or [ii] was or is involved in any relationship, either of which could or does jeopardize First Party's business or such licenses, or those of a parent company, subsidiary or affiliate, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, this Lease and any Lease Schedule may be immediately terminated by First Party without further liability to Second Party.
Privileged Licenses. 21.22.1. Second Party acknowledges that First Party, its parent company, subsidiaries and affiliates, are businesses that are or may be subject to and exist because of privileged licenses issued by governmental authorities. If requested to do so by First Party, Second Party, and its agents, employees and subcontractors, shall obtain any license, qualification, clearance or the like which shall be requested or required of any of them by First Party or any regulatory authority having jurisdiction over First Party or any parent company, subsidiary or affiliate of First Party. If Second Party, or its agents, employees, or subcontractors, fails to satisfy such requirement or if First Party or any parent company, subsidiary or affiliate of First Party is directed to cease business with Second Party or its agents, employees or subcontractors by any such authority, or if First Party shall in good faith determine, in First Party's sole and exclusive judgment, that Second Party, or any of its agents, employees, subcontractors, or representatives [i] is or might be engaged in, or is about to be engaged in, any activity or activities, or [ii] was or is involved in any relationship, either of which could or does jeopardize First Party's business or such licenses, or those of a parent company, subsidiary or affiliate, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, this Lease and any Lease Schedule may be immediately terminated by First Party without further liability to Second Party.
21.22.2. Second Party further acknowledges its understanding that it is illegal for a denied gaming license applicant or a revoked gaming licensee, or a business entity under such a person's control, to enter or attempt to enter into a contract with First Party, its parent company, subsidiaries or any affiliate, without the prior approval of the Nevada Gaming Commission or other applicable gaming authorities. Second Party affirms that it is not such a person or entity and that it is not under the control of such a person; and agrees that this Lease and any Lease Schedule is subject to immediate termination by First Party, without further liability to Second Party, if Second Party is or becomes such a person or entity or is under the control of such a person.
Privileged Licenses. Client and its Affiliates may be subject to and exist because of privileged licenses issued by governmental authorities responsible for or involved in the regulation of gaming activities (“Gaming Authorities”). If IPS is requested by any Gaming Authority to provide any information and obtain any approval, IPS shall, at Client’s sole expense, provide all requested information and apply for and obtain all approvals required or requested of IPS by such Gaming Authority and if IPS fails to provide any such information and/or obtain any such approval, and if Client or any of Client’s Affiliates are directed to cease business with IPS by the Gaming Authorities, or if Client shall in good faith determine, in Client’s reasonable judgment, that IPS is or may engage in any activity or relationship that could or does jeopardize Client’s or its Affiliates’ privileged licenses in any jurisdiction, then (a) IPS shall terminate any relationship with the person who is the source of such issue, or (b) IPS shall cease the activity or relationship creating the issue to Client’s reasonable satisfaction, or (c) if such activity or relationship is not subject to cure as set forth in the foregoing provisions (a) and (b), as determined by Client in its reasonable discretion, or if Client is required to do so by any Gaming Authority, notwithstanding any other provision hereof, Client shall terminate this Agreement and its relationship with IPS without further obligation to IPS.
Privileged Licenses. Consultant acknowledges that GPI, and its parent company, subsidiaries, and affiliates, are businesses that are or may be subject to and exist because of privileged licenses issued by governmental or tribal authorities. If requested to do so by GPI as a result of it being necessary in for Consultant to legally perform the Services, Consultant shall use his best efforts to obtain any license, qualification, clearance or the like which shall be required of him by GPI or any regulatory authority having jurisdiction over this Agreement. If Consultant fails to satisfy such requirements or if GPI, its parent company, subsidiaries or affiliates, is directed to cease business with Consultant by any such authority, or if GPI shall in good faith determine, in the GPI's sole discretion, that Consultant, or any of its officers, directors, employees, agents, designees or representatives: 1) is or might be engaged in, or is about to be engaged in, any activity or activities, or 2) was or is involved in any relationship, either of which could or does jeopardize GPI's business or such licenses, or those of GPI's parent company, subsidiaries or affiliates, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, this Agreement may be terminated by GPI without liability to Consultant immediately. In addition, Consultant acknowledges that it is illegal for a denied license applicant or a revoked licensee (pursuant to the laws, rules and regulations of the Nevada and other gaming authorities), or a business organization under the control of a denied license application or a revoked licensee, to enter into, or attempt to enter into, a contract with Consultant without the prior approval of the appropriate gaming authorities.
Privileged Licenses. Owner and Consultant hereby acknowledge that each of them and each of their affiliates are now or may be in the future businesses that are subject to and exist because of privileged licenses issued by governmental authorities. Each Party (the “Complying Party”) shall at all times comply with all applicable laws, including without limitation gaming and liquor laws applicable to conducting business with the other Party (the “Regulated Party”) and all applicable requirements of the gaming, liquor or other regulatory authorities having jurisdiction over the Regulated Party or any affiliate of the Regulated Party, and shall obtain or file for all necessary licenses, registration, qualifications, clearances or the like which shall be requested or required of the Complying Party by any such regulatory authority (and, except as specifically provided in Section 4.4 of this Agreement, at the expense of the Regulated Party if the request or requirement is from a regulatory authority having jurisdiction over the Regulated Party or any affiliate of the Regulated Party but not over Complying Party). If the Complying Party fails to satisfy such requirements or if the Regulated Party or any affiliate of the Regulated Party is directed to cease business with the Complying Party by any such regulatory authority, or if the Regulated Party in good faith and in its sole and exclusive judgment determines that the Complying Party or any of its officers, directors, employees, agents, designees or representatives is or might be engaged in, or about to be engaged in, any activity or activities, or was in or is involved in any relationship which could or does jeopardize, the Regulated Party’s business or such licenses, or those of its affiliates, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, then the Regulated Party shall have the right to terminate this Agreement by written notice to the Complying Party without any further liability from the date of termination to the Complying Party.
Privileged Licenses. Producer acknowledges that Company and others of the MGM Resorts Group (as defined below) are engaged in businesses that are or may be subject to and exist because of privileged licenses or other permits issued by governmental authorities or other sovereignties, and that Producer shall not film or air any content that may jeopardize such privileged licenses. Company may terminate this Agreement, without penalty or prejudice and without further liability to Producer if any of the MGM Resorts Group: (i) is directed to cease doing business with Producer by any such authority or sovereignties; or (ii) determines, in its sole and exclusive judgment, that Producer, Producer’s affiliates or any of its or their directors, officers, employees, agents or other representatives is, might be or is about to be engaged in or involved in any activity or relationship that could or does jeopardize any of the businesses or licenses of any of the MGM Resorts Group (including without limitation any denial, suspension or revocation (or the threat thereof)). “MGM Resorts Group” means MGM Resorts International and its subsidiaries, partnerships, joint ventures and other affiliates. DATED: By:_____________________________________ Its: Address for e-mail notifications (where permitted): DATED: By:______________________________________ Its:______________________________________ Address for e-mail notifications (where permitted): CITY, STATE, ZIP OF PRODUCTION COMPANY Name of Program: INSERT NAME OF PROGRAM Producer: INSERT NAME OF PRODUCER Name of Owner of Premises: MGM Grand Hotel, LLC Name of Premises: Insert specific locations on property where filming is to occur, and more specifically on Exhibit A with dates and times – delete these instructions prior to saving document Street Address: 0000 Xxx Xxxxx Xxxx. S. City, State, Zip Code Las Vegas, NV 89109 Telephone & FAX # 000-000-0000 & 000-000-0000 Owner’s Contact Person: Xxxx Xxxxxxxx or designee This Agreement is between MGM Grand Hotel, LLC (“Owner”) and Production Company (“Producer”) with respect to the Producer’s use of portions of the real property and improvements described above (the “Premises”) in connection with the production of a program with the current working title, “Name of Program” (“Program”) as follows:
