Common use of Privileged Licenses Clause in Contracts

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(a) acknowledges that it is illegal for an applicant to whom a license has been denied, a licensee whose license has been revoked, or a business organization under such a person’s control (“Denied Entity”), to enter into, or attempt to enter into, a contract with Buyer or any of its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. Seller acknowledges that Buyer Buyer, its parent, subsidiaries and other affiliates affiliates, are engaged in businesses that are are, or may be be, subject to and exist because of privileged licenses or other permits 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, 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, Order in its sole entirety 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 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 based on the proportion shall in good faith determine, in Buyer’s sole and exclusive judgment, that Seller, or any of work Seller’s agents, employees, or services then not completed under 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 OrderOrder may be terminated immediately by Buyer. Further, Seller: Seller (a) acknowledges its understanding that it is illegal for an a denied license applicant to whom or a license has been denied, a licensee whose license has been revokedrevoked licensee, or a business organization under such a person’s control (“Denied Entity”)control, to enter into, or attempt to enter into, a contract with Buyer Blue Tarp reDevelopment, LLC its parent company, subsidiaries, or any of its affiliates affiliate, without the prior approval of certain gaming commissions or licensing authoritiesthe Massachusetts Gaming Commission; (b) represents and warrants affirms that it Seller is not such a Denied Entity person and is not under the control of such a Denied Entityperson; andand (c) agrees that this Contract/ Purchase Order is subject to immediate termination, without further liability to Seller, if Seller is or becomes such a person or is under the control of such person.

Privileged Licenses. Seller acknowledges that Buyer Buyer, its parent, subsidiaries and other affiliates affiliates, are engaged in businesses that are are, or may be be, subject to and exist because of privileged licenses or other permits 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, 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, Order in its sole entirety 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 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 based on the proportion shall in good faith determine, in Buyer’s sole and exclusive judgment, that Seller, or any of work Seller’s agents, employees, or services then not completed under 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 OrderOrder may be terminated immediately by Buyer. Further, Seller: Seller (a) acknowledges its understanding that it is illegal for an a denied license applicant to whom or a license has been denied, a licensee whose license has been revokedrevoked licensee, or a business organization under such a person’s control (“Denied Entity”)control, to enter into, or attempt to enter into, a contract with Buyer MGM Resorts International Operations, Inc., its parent company, subsidiaries, or any of its affiliates affiliate, without the prior approval of certain gaming commissions or licensing authoritiesthe Nevada Gaming Commission; (b) represents and warrants affirms that it Seller is not such a Denied Entity person and is not under the control of such a Denied Entityperson; andand (c) agrees that this Contract/ Purchase Order is subject to immediate termination, without further liability to Seller, if Seller is or becomes such a person or is under the control of such person.

Privileged Licenses. Seller Borrower acknowledges that Buyer Lender, its parent company, Subsidiaries and other affiliates 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 authorities. If requested to do so by Lender, Borrower, and its agents, employees and subcontractors, shall obtain any license, qualification, clearance or other sovereigns. Buyer may terminate the Order, without penalty like which shall be reasonably requested or prejudice required of any of them by Lender or any further liability to Seller, if Buyer regulatory authority having jurisdiction over Lender or any parent company, subsidiary or affiliate of Lender. If Borrower, or other its agents, employees, or subcontractors, fails to satisfy such requirement or if Lender or any parent company, subsidiary : (i) or affiliate of Lender is directed to cease doing business with Seller Borrower or its agents, employees or subcontractors by any such authority authority, or sovereign; or (ii) determinesif Lender shall in good faith determine, in its Lender's sole and exclusive judgment, that SellerBorrower, Seller’s affiliates or any of its or their directors, officersagents, employees, agents subcontractors, or other representatives is, (i) is or might be engaged in, or is about to be engaged in in, any activity or activities, or (ii) was or is involved in any activity or relationship that relationship, either of which could or does jeopardize Lender's business or such licenses, or those of a parent company, subsidiary or affiliate, or if any of the businesses such license is threatened to be, or licenses of Buyer is, denied, curtailed, suspended or any affiliate (includingrevoked, this Agreement may be immediately terminated by Lender without limitation, any denial, suspension or revocation (or the threat thereof))further liability to Borrower. 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 Borrower further acknowledges 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 understanding that it is illegal for an a denied gaming license applicant to whom or a license has been denied, a licensee whose license has been revokedrevoked gaming licensee, or a business organization entity under such a person’s control (“Denied Entity”)Person's control, to enter into, or attempt to enter into, into a contract with Buyer Lender, its parent company, Subsidiaries or any of its affiliates affiliate, without the prior approval of certain the Nevada Gaming Commission or other applicable gaming commissions or licensing authorities; (b) represents and warrants . Borrower affirms that it is not such a Denied Entity Person and that it is not under the control of such a Denied EntityPerson; andand agrees that this Agreement is subject to immediate termination by Lender, without further liability to Borrower if Borrower is or becomes such a Person or is under the control of such a person.

Privileged Licenses. Seller acknowledges that Buyer Buyer, its parent, subsidiaries and other affiliates affiliates, are engaged in businesses that are are, or may be be, subject to and exist because of privileged licenses or other permits 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, 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, Order in its sole entirety 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 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 based on the proportion shall in good faith determine, in Buyer’s sole and exclusive judgment, that Seller, or any of work Seller’s agents, employees, or services then not completed under 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 OrderOrder may be terminated immediately by Buyer. Further, Seller: Seller (a) acknowledges its understanding that it is illegal for an a denied license applicant to whom or a license has been denied, a licensee whose license has been revokedrevoked licensee, or a business organization under such a person’s control (“Denied Entity”)control, to enter into, or attempt to enter into, a contract with Buyer MGM Resorts International Operations, Inc., its parent company, subsidiaries, or any of its affiliates affiliate, without the prior approval of certain gaming commissions or licensing authoritiesthe Michigan Gaming Control Board; (b) Seller hereby affirms, represents and warrants to Buyer that it Seller is not a Denied Entity and is not denied license applicant, a revoked licensee or a business organization under the control of a Denied Entitydenied license applicant or a revoked licensee, and Seller hereby agrees that this Order is subject to immediate termination by Buyer if Seller should become a denied license applicant, a revoked licensee or a business ; andand (c) agrees that this Contract/ Purchase Order is subject to immediate termination, without further liability to Seller, if Seller is or becomes such a person or is under the control of such person. Supplier agrees at all times to (i) keep its license current (if applicable) and additionally (ii) abide by all licensing and the applicable Michigan gaming regulator and commission requirements and regulations and (iii) agrees to fully indemnify and hold harmless Company for any and all costs, fees, fines or damages it incurs as a result of Supplier’s violations of the applicable state gaming regulator and commission requirements and/or regulations.

Privileged Licenses. Seller acknowledges that Buyer Buyer, its parent, subsidiaries and other affiliates affiliates, are engaged in businesses that are are, or may be be, subject to and exist because of privileged licenses or other permits 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, 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, Order in its sole entirety 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 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 based on the proportion shall in good faith determine, in Buyer’s sole and exclusive judgment, that Seller, or any of work Seller’s agents, employees, or services then not completed under 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 OrderOrder may be terminated immediately by Buyer. Further, Seller: Seller (a) acknowledges its understanding that it is illegal for an a denied license applicant to whom or a license has been denied, a licensee whose license has been revokedrevoked licensee, or a business organization under such a person’s control (“Denied Entity”)control, to enter into, or attempt to enter into, a contract with Buyer Blue Tarp re-Development, LLC, its parent company, subsidiaries, or any of its affiliates affiliate, without the prior approval of certain gaming commissions or licensing authoritiesthe Massachusetts Gaming Commission; (b) represents and warrants affirms that it Seller is not such a Denied Entity person and is not under the control of such a Denied Entityperson; andand (c) agrees that this Contract/ Purchase Order is subject to immediate termination, without further liability to Seller, if Seller is or becomes such a person or is under the control of such person.

Privileged Licenses. Seller acknowledges that Buyer Buyer, its parent, subsidiaries and other affiliates affiliates, are engaged in businesses that are are, or may be be, subject to and exist because of privileged licenses or other permits 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, 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, Order in its sole entirety 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 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 based on the proportion shall in good faith determine, in Buyer’s sole and exclusive judgment, that Seller, or any of work Seller’s agents, employees, or services then not completed under 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 OrderOrder may be terminated immediately by Buyer. Further, Seller: Seller (a) acknowledges its understanding that it is illegal for an a denied license applicant to whom or a license has been denied, a licensee whose license has been revokedrevoked licensee, or a business organization under such a person’s control (“Denied Entity”)control, to enter into, or attempt to enter into, a contract with Buyer MGM National Harbor, its parent company, subsidiaries, or any of its affiliates affiliate, without the prior approval of certain gaming commissions or licensing authoritiesthe Maryland Lottery and Gaming Control Agency; (b) represents and warrants affirms that it Seller is not such a Denied Entity person and is not under the control of such a Denied Entityperson; andand (c) agrees that this Contract/ Purchase Order is subject to immediate termination, without further liability to Seller, if Seller is or becomes such a person or is under the control of such person.

Privileged Licenses. Seller acknowledges that Buyer Buyer, its parent, subsidiaries and other affiliates affiliates, are engaged in businesses that are are, or may be be, subject to and exist because of privileged licenses or other permits 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, 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, Order in its sole entirety 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 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 based on the proportion shall in good faith determine, in Buyer’s sole and exclusive judgment, that Seller, or any of work Seller’s agents, employees, or services then not completed under 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 OrderOrder may be terminated immediately by Buyer. Further, Seller: Seller (a) acknowledges its understanding that it is illegal for an a denied license applicant to whom or a license has been denied, a licensee whose license has been revokedrevoked licensee, or a business organization under such a person’s control (“Denied Entity”)control, to enter into, or attempt to enter into, a contract with Buyer Buyer, its parent company, subsidiaries, or any of its affiliates affiliate, without the prior approval of certain gaming commissions or licensing authoritiesthe Mississippi Gaming Commission; (b) represents and warrants affirms that it Seller is not such a Denied Entity person and is not under the control of such a Denied Entityperson; andand (c) agrees that this Contract/ Purchase Order is subject to immediate termination, without further liability to Seller, if Seller is or becomes such a person or is under the control of such person.

Privileged Licenses. Seller acknowledges that Buyer and other affiliates the MGM Parties are engaged in businesses that are are, or may be be, subject to and exist because of privileged licenses or other permits 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 Buyer may terminate the OrderOrder in its entirety and Seller shall refund, without penalty or prejudice pro rata, any pre- paid fees, deposits, escrowed amounts, or any further liability to other upfront payments made by Buyer. If Seller, or Seller’s agents, employees, or representatives, fails to satisfy such requirement or if Buyer or any affiliate or other subsidiary : (i) MGM Party is directed to cease doing business with Seller or its agents, employees or representatives by any such authority authority, or sovereign; or (ii) determinesif Buyer shall in good faith determine, in its Buyer’s sole and exclusive judgment, that Seller, Seller’s affiliates or any of its or their directors, officersSeller’s agents, employees, agents or other representatives is, representatives, (a) is or might be engaged in, or is about to be engaged in in, any activity or activities or (b) was or is involved in any activity or relationship that relationship; either of which could or does jeopardize an MGM Party’s business or such licenses,, or if any of the businesses such license is threatened to be, or licenses of Buyer or any affiliate (includingis, 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 curtailed, suspended or 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; andthis Order may be terminated immediately by Buyer.

Privileged Licenses. Seller acknowledges that Buyer Buyer, its parent, subsidiaries and other affiliates affiliates, are engaged in businesses that are are, or may be be, subject to and exist because of privileged licenses or other permits 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, 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, Order in its sole entirety 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 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 based on the proportion shall in good faith determine, in Buyer’s sole and exclusive judgment, that Seller, or any of work Seller’s agents, employees, or services then not completed under 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 OrderOrder may be terminated immediately by Buyer. Further, Seller: Seller (a) acknowledges its understanding that it is illegal for an a denied license applicant to whom or a license has been denied, a licensee whose license has been revokedrevoked licensee, or a business organization under such a person’s control (“Denied Entity”)control, to enter into, or attempt to enter into, a contract with Buyer Marina District Development Company, LLC, its parent company, subsidiaries, or any of its affiliates affiliate, without the prior approval of certain gaming commissions or licensing authoritiesthe New Jersey Control Commission; (b) represents and warrants affirms that it Seller is not such a Denied Entity person and is not under the control of such a Denied Entityperson; andand (c) agrees that this Contract/ Purchase Order is subject to immediate termination, without further liability to Seller, if Seller is or becomes such a person or is under the control of such person.