Common use of Section Miscellaneous Clause in Contracts

Section Miscellaneous. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all previous and contemporaneous oral or written negotiations, agreements, arrangements and understandings relating to the subject matter hereof. There have been no representations or statements, oral or written, that have been relied on by any party hereto, except those expressly set forth in this Agreement. This Agreement shall not be amended, supplemented or modified except by an instrument in writing signed and delivered by each of the parties hereto. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO THE APPLICATION OF ITS CONFLICT OF LAWS RULES. The representations, warranties, agreements and covenants of the parties set forth in this Agreement shall survive the Closing Date. This Agreement may be executed in any number of counterparts, and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, if any. The headings preceding the text of Sections of this Agreement are provided for convenience and reference only and should not be used in construing this Agreement. Except as otherwise set forth herein, no remedy set forth in this Agreement or otherwise conferred upon or reserved to any party shall be considered exclusive of any other remedy available hereunder, at law or in equity to any party, but the same shall be distinct, separate and cumulative and may be exercised from time to time as often as occasion may arise or as may be deemed expedient. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, it shall be ineffective to the extent of such invalidity, illegality or unenforceability, and the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. No party hereto shall make any public disclosure of the specific terms of this Agreement, except as required by law and then only upon joint consultation as to the substance of such disclosure; provided, however, that the parties hereto may disclose the material financial terms of this Agreement and the occurrence of the Closing in applicable regulatory filings and financial statements without such prior consultation. In connection with the negotiation of this Agreement and the preparation for the consummation of the transactions contemplated hereby, each party acknowledges that it will have the opportunity to have access to confidential information relating to the other parties. Each party shall treat such information as confidential, preserve the confidentiality thereof and not duplicate or use such information, except to advisors, consultants and affiliates in connection with the transactions contemplated hereby, and except as required to comply with any law or any provision of this Agreement. All notices, approvals or other communications Seller or the Partnership may desire or be required to give to each other under the terms of this Agreement shall be in writing and shall be deemed to have been properly given, served and received (i) if delivered by messenger, when delivered, (ii) if mailed in the United States certified or registered mail, postage prepaid, return receipt requested, on the third (3rd) business day after mailing, (iii) if telexed, telegraphed or telecopied, six (6) hours after being dispatched by telex, telegram or telecopy if such sixth (6th) hour falls on a business day within the hours of 8:00 a.m. through 5:00 p.m. of the time in effect at the place of receipt, or at 8:00 a.m. on the next business day thereafter if such hour is later than 5:00 p.m., or (iv) if delivered by reputable express carrier, freight prepaid, the next business day after delivery to such carrier, addressed to such party as follows: If to Seller, addressed as follows: Old River Development, Inc. 000 Xxxxx Xxxxx Xx. Xxx Xxxxx, Xxxxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxx Xxxx, Esq. with a copy to: XxXxxxxxx, Will & Xxxxx 00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxxx Xxxxxxxx, Esq. If to the Partnership, addressed as follows: Bally's Olympia Limited Partnership x/x Xxxxx'x Xxxx Xxxxx Xxxx Xxxxx & Boardwalk Xxxxxxxx Xxxx, Xxx Xxxxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxxxx Xxxxxx, Esq. with a copy to: Xxxxxx & Xxxxxxx Sears Tower, Suite 5800 Xxxxxxx, Xxxxxxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxx X. Xxxxxxxx, Esq. Any notice to the other parties to this Agreement shall be deemed to have been properly given, served and received if given in the manner described above to the address of such party as set forth on a signature page of this Agreement. Any party may change the address or party to which notices may be sent by notice to the other party or parties as provided herein.

Section Miscellaneous. Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 10.1 of the Credit Agreement. No failure or delay on the part of the Collateral Agent in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Credit Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. This Agreement constitutes shall be binding upon and inure to the benefit of the Collateral Agent and Grantors and their respective successors and assigns. No Grantor shall, without the prior written consent of the Collateral Agent, assign any right, duty or obligation hereunder. This Agreement and the other Credit Documents embody the entire agreement of and understanding between Grantors and the Collateral Agent and supersede all prior agreements and understandings between such parties hereto with respect relating to the subject matter hereof and supersedes all previous and thereof. Accordingly, the Credit Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral or written negotiations, agreements, arrangements and understandings relating to agreements of the subject matter hereofparties. There have been are no representations or statements, unwritten oral or written, that have been relied on by any party hereto, except those expressly set forth in this Agreementagreements between the parties. This Agreement shall not may be amendedexecuted in one or more counterparts and by different parties hereto in separate counterparts, supplemented or modified except by an instrument in writing signed each of which when so executed and delivered by each of shall be deemed an original, but all such counterparts together shall constitute but one and the parties heretosame instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO THE APPLICATION OF ITS CONFLICT OF LAWS RULES. The representations, warranties, agreements and covenants of the parties set forth in this Agreement shall survive the Closing Date. This Agreement may be executed in any number of counterparts, and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, if any. The headings preceding the text of Sections of this Agreement are provided for convenience and reference only and should not be used in construing this Agreement. Except as otherwise set forth herein, no remedy set forth in this Agreement or otherwise conferred upon or reserved to any party shall be considered exclusive of any other remedy available hereunder, at law or in equity to any party, but the same shall be distinct, separate and cumulative and may be exercised from time to time as often as occasion may arise or as may be deemed expedient. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, it shall be ineffective to the extent of such invalidity, illegality or unenforceability, and the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. No party hereto shall make any public disclosure of the specific terms of this Agreement, except as required by law and then only upon joint consultation as to the substance of such disclosure; provided, however, that the parties hereto may disclose the material financial terms of this Agreement and the occurrence of the Closing in applicable regulatory filings and financial statements without such prior consultation. In connection with the negotiation of this Agreement and the preparation for the consummation of the transactions contemplated hereby, each party acknowledges that it will have the opportunity to have access to confidential information relating to the other parties. Each party shall treat such information as confidential, preserve the confidentiality thereof and not duplicate or use such information, except to advisors, consultants and affiliates in connection with the transactions contemplated hereby, and except as required to comply with any law or any provision of this Agreement. All notices, approvals or other communications Seller or the Partnership may desire or be required to give to each other under the terms of this Agreement shall be in writing and shall be deemed to have been properly given, served and received (i) if delivered by messenger, when delivered, (ii) if mailed in the United States certified or registered mail, postage prepaid, return receipt requested, on the third (3rd) business day after mailing, (iii) if telexed, telegraphed or telecopied, six (6) hours after being dispatched by telex, telegram or telecopy if such sixth (6th) hour falls on a business day within the hours of 8:00 a.m. through 5:00 p.m. of the time in effect at the place of receipt, or at 8:00 a.m. on the next business day thereafter if such hour is later than 5:00 p.m., or (iv) if delivered by reputable express carrier, freight prepaid, the next business day after delivery to such carrier, addressed to such party as follows: If to Seller, addressed as follows: Old River Development, Inc. 000 Xxxxx Xxxxx Xx. Xxx Xxxxx, Xxxxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxx Xxxx, Esq. with a copy to: XxXxxxxxx, Will & Xxxxx 00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxxx Xxxxxxxx, Esq. If to the Partnership, addressed as follows: Bally's Olympia Limited Partnership x/x Xxxxx'x Xxxx Xxxxx Xxxx Xxxxx & Boardwalk Xxxxxxxx Xxxx, Xxx Xxxxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxxxx Xxxxxx, Esq. with a copy to: Xxxxxx & Xxxxxxx Sears Tower, Suite 5800 Xxxxxxx, Xxxxxxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxx X. Xxxxxxxx, Esq. Any notice to the other parties to this Agreement shall be deemed to have been properly given, served and received if given in the manner described above to the address of such party as set forth on a signature page of this Agreement. Any party may change the address or party to which notices may be sent by notice to the other party or parties as provided hereinNEW YORK.

Section Miscellaneous. This Agreement constitutes The Borrower agrees that all notices or other communications provided for hereunder shall be in writing (including telecommunications) and shall be mailed, telecopied, telexed, telegraphed or delivered to the entire agreement Borrower at the address of the parties hereto with respect Borrower set forth next to its signature, or at such other address as may hereafter be specified by the Borrower set forth next to its signature, or at such other address as may hereafter be specified by the Borrower to the subject matter hereof and supersedes all previous and contemporaneous oral or written negotiations, agreements, arrangements and understandings relating to the subject matter hereof. There have been no representations or statements, oral or written, that have been relied on by any party hereto, except those expressly set forth in this Agreement. This Agreement shall not be amended, supplemented or modified except by an instrument in writing signed and delivered by each of the parties hereto. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO THE APPLICATION OF ITS CONFLICT OF LAWS RULES. The representations, warranties, agreements and covenants of the parties set forth in this Agreement shall survive the Closing Date. This Agreement may be executed in any number of counterparts, and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, if any. The headings preceding the text of Sections of this Agreement are provided for convenience and reference only and should not be used in construing this Agreement. Except as otherwise Lender (at its address set forth herein, no remedy set forth ) in this Agreement or otherwise conferred upon or reserved to any party writing. All notices and communications shall be considered exclusive effective (i) if mailed, when received or three days after mailing, whichever is earlier, (ii) it telecopied, when transmitted, and (iii) if delivered, upon delivery. No failure on the part of the Lender to exercise, and no delay in exercising, any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof by the Lender preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy available hereunderof the Lender. No amendment or waiver of any provision of this Note, at law or in equity nor consent to any partydeparture by the Borrower therefrom, but shall in any event be effective unless the same shall be distinctin writing and signed by the Lender, separate and cumulative then such waiver or consent shall be effective only in the specific instance and may be exercised from time to time as often as occasion may arise or as may be deemed expedientfor the specific purpose for which given. If any Any provision of this Agreement hereof which is or becomes invalid, illegal prohibited or unenforceable in any respectjurisdiction shall, it shall as to such jurisdiction, be ineffective only to the extent of such invalidity, illegality prohibition or unenforceability, and the validity, legality and enforceability of unenforceability without invalidating the remaining provisions contained herein shall not be affected therebyhereof or affecting the validity or enforceability of such provision in any other jurisdiction. No party hereto shall make any public disclosure Borrower hereby agrees to pay on demand all costs and expenses (including, without limitation, all fees and expenses of the specific terms of this Agreement, except as required by law and then only upon joint consultation as counsel to the substance of such disclosure; providedLender) incurred by the Lender in connection with (i) the preparation, howeverexecution, that the parties hereto may disclose the material financial terms delivery, administration and amendment of this Agreement and the occurrence other Loan Documents, and (iii) the enforcement of the Closing in applicable regulatory filings and financial statements without such prior consultation. In connection with the negotiation of this Agreement Lender's rights, and the preparation for the consummation collection of the transactions contemplated herebyall amounts due, each party acknowledges that it will have the opportunity to have access to confidential information relating to the other partieshereunder. Each party shall treat such information as confidential, preserve the confidentiality thereof and not duplicate or use such information, except to advisors, consultants and affiliates in connection with the transactions contemplated hereby, and except as required to comply with any law or any provision of this Agreement. All notices, approvals or other communications Seller or the Partnership may desire or be required to give to each other under the terms of this Agreement shall be in writing and shall be deemed to have been properly given, served and received Borrower hereby (i) if delivered by messenger, when deliveredirrevocably submits to the jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to this Agreement, (ii) if mailed in the United States certified waives any defense based on doctrines of venue or registered mailforum non conveniens, postage prepaidor similar rules or doctrines, return receipt requested, on the third (3rd) business day after mailing, and ----- --- ---------- (iii) if telexed, telegraphed irrevocably agrees that all claims in respect of such an action or telecopied, six (6) hours after being dispatched by telex, telegram proceeding may be heard and determined in such New York State or telecopy if such sixth (6th) hour falls on a business day within the hours of 8:00 a.m. through 5:00 p.m. Federal court. Each of the time Borrowers would (by its acceptance hereof) waive any right to trial by jury in effect at the place any action, proceeding or counterclaim arising out of receipt, or at 8:00 a.m. on the next business day thereafter if such hour is later than 5:00 p.m., or (iv) if delivered by reputable express carrier, freight prepaid, the next business day after delivery to such carrier, addressed to such party as follows: If to Seller, addressed as follows: Old River Development, Inc. 000 Xxxxx Xxxxx Xx. Xxx Xxxxx, Xxxxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxx Xxxx, Esq. with a copy to: XxXxxxxxx, Will & Xxxxx 00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxxx Xxxxxxxx, Esq. If to the Partnership, addressed as follows: Bally's Olympia Limited Partnership x/x Xxxxx'x Xxxx Xxxxx Xxxx Xxxxx & Boardwalk Xxxxxxxx Xxxx, Xxx Xxxxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxxxx Xxxxxx, Esq. with a copy to: Xxxxxx & Xxxxxxx Sears Tower, Suite 5800 Xxxxxxx, Xxxxxxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxx X. Xxxxxxxx, Esq. Any notice to the other parties relating to this Agreement shall be deemed to have been properly given, served and received if given in the manner described above to the address of such party as set forth on a signature page of this Agreement. Any party may change the address or party to which notices may be sent by notice to the other party or parties as provided herein.

Section Miscellaneous. This Agreement constitutes the entire agreement Each of Assignor and Assignee hereby agrees from time to time, upon request of the parties hereto with respect to the subject matter hereof and supersedes all previous and contemporaneous oral or written negotiations, agreements, arrangements and understandings relating to the subject matter hereof. There have been no representations or statements, oral or written, that have been relied on by any other such party hereto, except those expressly set forth in to take such additional actions and to execute and deliver such additional documents and instruments as such other party may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Agreement. This Neither this Agreement shall not nor any term hereof may be amendedchanged, supplemented waived, discharged or modified terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service, upon receipt of telefacsimile or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed. For the purposes hereof, the notice address of each of Assignor and Assignee shall be as set forth on the parties heretoSchedule of Terms or, as to either such party, such other address as shall be designated by such party in a written notice delivered to the other such party. In addition, the notice address of Assignee set forth on the Schedule of Terms shall serve as the initial notice address of Assignee for purposes of subsection 10.8 of the Credit Agreement. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO THE APPLICATION OF ITS CONFLICT CONFLICTS OF LAWS RULESPRINCIPLES. The representationsThis Agreement shall be binding upon, warrantiesand shall inure to the benefit of, agreements and covenants of the parties set forth in this Agreement shall survive the Closing Datehereto and their respective successors and assigns. This Agreement may be executed in any number of counterparts, one or more counterparts and by each of the undersigned on different parties hereto in separate counterparts, each of which when so executed and each such counterpart delivered shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Agreementinstrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Agreement shall be binding become effective upon and shall inure to the benefit date (the "Effective Date") upon which all of the parties hereto and their respective successors and permitted assigns, if any. The headings preceding the text of Sections of this Agreement following conditions are provided for convenience and reference only and should not be used in construing this Agreement. Except as otherwise set forth herein, no remedy set forth in this Agreement or otherwise conferred upon or reserved to any party shall be considered exclusive of any other remedy available hereunder, at law or in equity to any party, but the same shall be distinct, separate and cumulative and may be exercised from time to time as often as occasion may arise or as may be deemed expedient. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, it shall be ineffective to the extent of such invalidity, illegality or unenforceability, and the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. No party hereto shall make any public disclosure of the specific terms of this Agreement, except as required by law and then only upon joint consultation as to the substance of such disclosure; provided, however, that the parties hereto may disclose the material financial terms of this Agreement and the occurrence of the Closing in applicable regulatory filings and financial statements without such prior consultation. In connection with the negotiation of this Agreement and the preparation for the consummation of the transactions contemplated hereby, each party acknowledges that it will have the opportunity to have access to confidential information relating to the other parties. Each party shall treat such information as confidential, preserve the confidentiality thereof and not duplicate or use such information, except to advisors, consultants and affiliates in connection with the transactions contemplated hereby, and except as required to comply with any law or any provision of this Agreement. All notices, approvals or other communications Seller or the Partnership may desire or be required to give to each other under the terms of this Agreement shall be in writing and shall be deemed to have been properly given, served and received satisfied: (i) if delivered the execution of a counterpart hereof by messenger, when deliveredeach of Assignor and Assignee, (ii) if mailed the receipt by Agent of the processing and recordation fee referred to in subsection 10.1B(i) of the United States certified or registered mail, postage prepaid, return receipt requested, on the third (3rd) business day after mailingCredit Agreement, (iii) if telexed, telegraphed or telecopied, six in the event Assignee is a Non-US Lender (6as defined in subsection 2.7B(iii)(a) hours after being dispatched by telex, telegram or telecopy if such sixth (6th) hour falls on a business day within the hours of 8:00 a.m. through 5:00 p.m. of the time in effect at Credit Agreement), the place delivery by Assignee to Agent of receiptsuch forms, certificates or at 8:00 a.m. on the next business day thereafter if such hour is later than 5:00 p.m.other evidence with respect to United States federal income tax withholding matters as Assignee may be required to deliver to Agent pursuant to said subsection 2.7B(iii)(a), or (iv) if delivered the execution of a counterpart hereof by reputable express carrierAgent as evidence of its acceptance hereof in accordance with subsection 10.1B(ii) of the Credit Agreement, freight prepaid(v) to the extent required by subsection 10.1B(ii) of the Credit Agreement, the next business day after execution of a counterpart hereof by Company as evidence of acceptance hereof in accordance with such subsection, (vi) the receipt by Agent of originals or telefacsimiles of the counterparts described above and authorization of delivery to such carrierthereof, addressed to such party as follows: If to Seller, addressed as follows: Old River Development, Inc. 000 Xxxxx Xxxxx Xx. Xxx Xxxxx, Xxxxxx 00000 Telecopy Number: and (000vii) 000-0000 Attention: Xxxx Xxxx, Esq. with a copy to: XxXxxxxxx, Will & Xxxxx 00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxxx Xxxxxxxx, Esq. If to the Partnership, addressed as follows: Bally's Olympia Limited Partnership x/x Xxxxx'x Xxxx Xxxxx Xxxx Xxxxx & Boardwalk Xxxxxxxx Xxxx, Xxx Xxxxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxxxx Xxxxxx, Esq. with a copy to: Xxxxxx & Xxxxxxx Sears Tower, Suite 5800 Xxxxxxx, Xxxxxxxx 00000 Telecopy Number: (000) 000-0000 Attention: Xxxx X. Xxxxxxxx, Esq. Any notice to the other parties to this Agreement shall be deemed to have been properly given, served and received if given recordation by Agent in the manner described above to Register of the address pertinent information regarding the assignment effected hereby in accordance with subsection 10.1B(ii) of such party as set forth on a signature page of this the Credit Agreement. Any party may change the address or party to which notices may be sent by notice to the other party or parties as provided herein.