Common use of Privileged Licenses Clause in Contracts

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 the statutes or regulations under which it believes the Privileged Licenses may be in jeopardy. In addition, Landlord hereby acknowledges that it is illegal for a denied license applicant or a revoked licensee (pursuant to the Laws of the Nevada gaming authorities), or a business organization under the control of a denied license applicant or a revoked licensee, to enter into, or attempt to enter into, a contract with Tenant without the prior approval of the Nevada Gaming Commission. Landlord hereby affirms, represents and warrants to Tenant that Landlord is not a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee, and Landlord hereby agrees that this Lease is subject to immediate termination by Tenant without further liability from Tenant to Landlord if Landlord should become a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee. In the event of an assignment or transfer of this Lease by Landlord, Tenant shall receive all information necessary to complete a background check of the assignee as may be required by Tenant's or Tenant's Affiliates Corporate Compliance Plan. Upon Landlord's request and provision of any information necessary to complete a background check upon a proposed assignee, Tenant will perform such review and notify Landlord prior to assignment in the event such proposed assignee is not acceptable to Tenant.

Privileged Licenses. TenantMyVEGAS hereby acknowledges that MGM, 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 (collectivelyaffiliates, "Tenant's Affiliates"). Landlord acknowledges that Tenant and Tenant's Affiliates are businesses that are are, or may be be, subject to and exist because of privileged licenses relating to the gaming industry issued by Governmental Authorities ("Privileged Licenses")governmental authorities. Landlord's If requested to do so by MGM, MyVEGAS, and MyVEGAS’s agents, employees and subcontractors, as applicable, shall obtain any license, qualification, clearance or the like which shall be requested or required of any of them by MGM or any Governmental Authority regulatory authority having jurisdiction over LandlordMGM or any parent company, subsidiary or affiliate of MGM. If: (i) LandlordIf MyVEGAS, or Landlord's MyVEGAS’ agents, employees, or subcontractors, fails to satisfy such requirement and such failure jeopardizes Tenant's Privileged Licenses under the statutes or regulations if MGM or any parent company, subsidiary or affiliate of any Governmental Authority; (ii) Tenant or Tenant's Affiliates MGM is directed to cease business with Landlord MyVEGAS, or Landlord's any of MyVEGAS’ agents, employees or subcontractors subcontractors, by any such Governmental Authority; authority, or (iii) Tenant if MGM shall in good faith determine, in Tenant's reasonable MGM’s sole and exclusive judgment, that LandlordMyVEGAS, or any of Landlord's MyVEGAS’ 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 Tenant's MGM’s business or Tenant's Affiliates Privileged Licenses under the statutes such licenses, or regulations those of a Government Authority parent company, subsidiary or causes affiliate of MGM, or if any Governmental Authority such license is threatened to denybe, curtailor is, suspenddenied, revoke curtailed, suspended or threaten the samerevoked, then this Lease Agreement may be immediately terminated by Tenant MGM without any further liability from Tenant MGM 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 the statutes or regulations under which it believes the Privileged Licenses may be in jeopardyMyVEGAS. In addition, Landlord MyVEGAS hereby acknowledges that it is illegal for a denied license applicant or a revoked licensee (pursuant to the Laws laws, rules and regulations of the Nevada gaming authorities), or a business organization under the control of a denied license applicant or a revoked licensee, to enter into, or attempt to enter into, a contract with Tenant MGM without the prior approval of the Nevada Gaming Commission. Landlord MyVEGAS hereby affirms, represents and warrants to Tenant MGM that Landlord MyVEGAS is not a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee, and Landlord MyVEGAS hereby agrees that this Lease Agreement is subject to immediate termination by Tenant MGM, without any further liability from Tenant MGM to Landlord MyVEGAS, if Landlord MyVEGAS should become a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee. In the event of an assignment or transfer of this Lease by Landlord, Tenant shall receive all information necessary to complete a background check of the assignee as may be required by Tenant's or Tenant's Affiliates Corporate Compliance Plan. Upon Landlord's request and provision of any information necessary to complete a background check upon a proposed assignee, Tenant will perform such review and notify Landlord prior to assignment in the event such proposed assignee is not acceptable to Tenant.

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 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 the statutes or regulations under which it believes the Privileged Licenses may be in jeopardy. In addition, Landlord hereby acknowledges that it is illegal for a denied license applicant or a revoked licensee (pursuant to the Laws of the Nevada gaming authorities), or a business organization under the control of a denied license applicant or a revoked licensee, to enter into, or attempt to enter into, a contract with Tenant without the prior approval of the Nevada Gaming Commission. Landlord hereby affirms, represents and warrants to Tenant that Landlord is not a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee, and Landlord hereby agrees that this Lease is subject to immediate termination by Tenant without further liability from Tenant to Landlord if Landlord should become a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee. In the event of an assignment or transfer of this Lease by Landlord, Tenant shall receive all information necessary to complete a background check of the assignee as may be required by Tenant's or Tenant's Affiliates Corporate Compliance Plan. Upon Landlord's request and provision of any information necessary to complete a background check upon a proposed assignee, Tenant will perform such review and notify Landlord prior to assignment in the event such proposed assignee is not acceptable to Tenant.

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 the statutes or regulations under which it believes the Privileged Licenses may be in jeopardy. In addition, Landlord hereby acknowledges that it is illegal for a denied license applicant or a revoked licensee license (pursuant to the Laws of the Nevada gaming authorities), or a business organization under the control of a denied license applicant or a revoked licensee, to enter into, or attempt to enter into, a contract with Tenant without the prior approval of the Nevada Gaming Commission. Landlord hereby affirms, represents and warrants to Tenant that Landlord is not a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee, and Landlord hereby agrees that this Lease is subject to immediate termination by Tenant without further liability from Tenant to Landlord if Landlord should become a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee. In the event of an assignment or transfer of this Lease by Landlord, Tenant shall receive all information necessary to complete a background check of the assignee as may be required by Tenant's or Tenant's Affiliates Corporate Compliance Plan. Upon Landlord's request and provision of any information necessary to complete a background check upon a proposed assignee, Tenant will perform such review and notify Landlord prior to assignment in the event such proposed assignee is not acceptable to Tenant.

Privileged Licenses. TenantSeller acknowledges that Buyer, 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 companyparent, subsidiaries and affiliates (collectivelyaffiliates, "Tenant's Affiliates"). Landlord acknowledges that Tenant and Tenant's Affiliates are businesses that are businessesthat are, or may be be, subject to and exist because of privileged licenses relating to the gaming industry issued by Governmental Authorities ("Privileged Licenses")governmental authorities or other sovereigns. Landlord's If requested to do so by Buyer, Seller, and its agents, employees and subcontractorsemployees, 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 Governmental Authority regulatory authority having jurisdiction over LandlordBuyer or any parent company, subsidiary or affiliate of Buyer. If: (i) LandlordIn 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 Landlord's any other upfront payments made Buyer. If Seller, or Seller’s agents, employees, or subcontractorsrepresentatives, fails to satisfy such requirement and such failure jeopardizes Tenant's Privileged Licenses under the statutes or regulations if Buyer or any parent company, subsidiary oraffiliate of any Governmental Authority; (ii) Tenant or Tenant's Affiliates Buyer is directed to cease business with Landlord Seller or Landlord's its agents, employees or subcontractors representatives by any such Governmental Authority; authority, or (iii) Tenant if Buyer shall in good faith determine, in Tenant's reasonable Buyer’s sole and exclusive judgment, that LandlordSeller, or any of Landlord's Seller’s agents, employees, subcontractors, or representatives, (a) is or might be engaged in, or is about to be engaged in, any activity or activities, activities or (b) was or is involved in any relationship, ; either of which could or does jeopardize Tenant's Buyer’s business or Tenant's Affiliates Privileged Licenses under the statutes such licenses, or regulations those of a Government Authority parent company, subsidiary or causes affiliate, or if any Governmental Authority such license is threatened to denybe, curtailor is, suspenddenied, revoke curtailed, suspended or threaten the samerevoked, then this Lease Order may be terminated immediately terminated by Tenant without further liability from Tenant to Landlord; providedBuyer. Further, 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 Seller (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 regulationa) 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 the statutes or regulations under which it believes the Privileged Licenses may be in jeopardy. In addition, Landlord hereby acknowledges its understanding that it is illegal for a denied license applicant or a revoked licensee (pursuant to the Laws of the Nevada gaming authorities)licensee, or a business organization under the control of such a denied license applicant or a revoked licenseeperson’s control, to enter into, or attempt to enter into, a contract with Tenant Buyer, its parent company, subsidiaries, or any affiliate, without the prior approval of the Nevada Gaming Commission. Landlord hereby affirms, represents and warrants to Tenant ; (b) affirms that Landlord Seller is not such a denied license applicant, a revoked licensee or a business organization person and is not under the control of such a denied license applicant or a revoked licensee, person; and Landlord hereby (c) agrees that this Lease Contract/ Purchase Order is subject to immediate termination by Tenant termination, without further liability from Tenant to Landlord Seller, if Landlord should become Seller is or becomes such a denied license applicant, a revoked licensee person or a business organization is under the control of a denied license applicant or a revoked licensee. In the event of an assignment or transfer of this Lease by Landlord, Tenant shall receive all information necessary to complete a background check of the assignee as may be required by Tenant's or Tenant's Affiliates Corporate Compliance Plan. Upon Landlord's request and provision of any information necessary to complete a background check upon a proposed assignee, Tenant will perform such review and notify Landlord prior to assignment in the event such proposed assignee is not acceptable to Tenantperson.