Privileged Licenses. Seller acknowledges that Buyer, its parent, subsidiaries and affiliates, are businesses that are, or may be, subject to and exist of privileged licenses issued by governmental authorities or other sovereigns. If requested to do so by Buyer, Seller, and its agents, employees, or representatives, shall obtain any license, qualification, clearance or the like which shall be requested or required of any of them by Buyer or any regulatory authority having jurisdiction over Buyer or any parent company, subsidiary or affiliate of Buyer. In the event Seller is either denied a registration, license or certification or its registration, license or certification is revoked or threatened to be revoked, Seller must immediately inform notify Buyer of such denial, revocation or threatened revocation. Failure to provide such notification shall be deemed a material breach of this Order and MGM Ops and Buyer may terminate the Order in its entirety and Seller shall refund, pro rata, any pre-paid fees, deposits, escrowed amounts, or any other upfront payments made Buyer. If Seller, or Seller’s agents, employees, or representatives, fails to satisfy such requirement or if Buyer or any parent company, subsidiary or affiliate of Buyer is directed to cease business with Seller or its agents, employees or representatives by any such authority, or if Buyer shall in good faith determine, in Buyer’s sole and exclusive judgment, that Seller, or any of Seller’s agents, employees, 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 Buyer’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 Order may be terminated immediately by Buyer. Further, Seller (a) acknowledges its understanding that it is illegal for a denied license applicant or a revoked licensee, or a business organization under such a person’s control, to enter into, or attempt to enter into, a contract with MGM Resorts International Operations, Inc., its parent company, subsidiaries, or any affiliate, without the prior approval of the Nevada Gaming Commission; (b) affirms that Seller is not such a person and is not under the control of such a person; and (c) agrees that this Contract/ Purchase Order is subject to immediate termination, without further liabil...
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.
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. 20.22.1. 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. 20.22.2. 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. 20.23
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.
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: MGM RESORTS INTERNATIONAL OPERATIONS, INC. By:_____________________________________ Its: Address for e-mail notifications (where permitted): DATED: AVOCA PRODUCTIONS, INC. By:______________________________________ Its:______________________________________ Address for e-mail notifications (where permitted): EXHIBIT A NAME OF PRODUCTION COMPANY ADDRESS OF PRODUCTION COMPANY CITY, STATE, ZIP OF PRODUCTION COMPANY PHONE NUMBER OF PRODUCTION COMPANY LOCATION RELEASE 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:
Privileged Licenses. Sponsor acknowledges that certain of the MGM Resorts Group 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. Accordingly, Owner may terminate this Agreement, without penalty or prejudice and without further liability to Sponsor, except that Owner shall refund to Sponsor any unearned prepaid amounts received from Sponsor (to the extent not prohibited by law) if any of the MGM Resorts Group: (a) is directed to cease doing business with Sponsor by any such authority or sovereign; or (b) determines, in its reasonable judgment, that Sponsor might be or is about to be engaged in or involved in any activity or relationship that would or does, or that continuing to be a party to this Agreement is likely to, 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)).
