Common use of Specified Material Adverse Effect Clause in Contracts

Specified Material Adverse Effect. Notwithstanding the foregoing (but subject to the last sentence of Section 5.03(b)), as used in this Section 5.03, “reasonable best efforts” shall not include nor require any party to (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose, or agree to dispose of, any asset, in each case other than any hotel casino property outside the State of Nevada owned by Aztar that represents less than 20% of Aztar’s revenue for the year ending December 31, 2005 (the “Specified Assets”)or (B) conduct or agree to conduct its business in any particular manner, if such conduct has had or would, individually or in the aggregate, reasonably be expected to (i) have a material adverse effect on Pinnacle (after giving effect to the consummation of the Merger and reflecting the business, assets, results of operations and financial condition of Aztar and its subsidiaries) (clauses (A) or (B), a “Specified Material Adverse Effect”) or (ii) result in either Pinnacle or Aztar or their respective subsidiaries failing to meet the standards for licensing, suitability or character under any Gaming Laws relating to the conduct of Pinnacle’s or Aztar’s business which (after taking into account the anticipated impact of such failure to so meet such standards on other authorities) would reasonably be expected to have a Specified Material Adverse Effect. None of Aztar or any of its subsidiaries may take or agree to take any action, or consent to or agree to consent to any such restriction without the consent of Pinnacle. For purposes of clarification, Pinnacle agrees that if necessary in order to obtain the Required Governmental Consents (as defined in Section 6.01(c)), Pinnacle will (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose, or agree to dispose of, the Specified Assets or (B) conduct or agree to conduct its business in a particular manner unless such conduct has had or would reasonably be expected to result in a Specified Material Adverse Effect.

Specified Material Adverse Effect. Notwithstanding the foregoing (but subject to the last sentence of Section 5.03(b)), as used in this Section 5.03, “"reasonable best efforts” " shall not include nor require any party to (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose, or agree to dispose of, any asset, in each case other than any hotel casino property outside the State of Nevada owned by Aztar that represents less than 20% of Aztar’s 's revenue for the year ending December 31, 2005 (the “"Specified Assets”)or Assets")or (B) conduct or agree to conduct its business in any particular manner, if such conduct has had or would, individually or in the aggregate, reasonably be expected to (i) have a material adverse effect on Pinnacle (after giving effect to the consummation of the Merger and reflecting the business, assets, results of operations and financial condition of Aztar and its subsidiaries) (clauses (A) or (B), a “"Specified Material Adverse Effect”") or (ii) result in either Pinnacle or Aztar or their respective subsidiaries failing to meet the standards for licensing, suitability or character under any Gaming Laws relating to the conduct of Pinnacle’s 's or Aztar’s 's business which (after taking into account the anticipated impact of such failure to so meet such standards on other authorities) would reasonably be expected to have a Specified Material Adverse Effect. None of Aztar or any of its subsidiaries may take or agree to take any action, or consent to or agree to consent to any such restriction without the consent of Pinnacle. For purposes of clarification, Pinnacle agrees that if necessary in order to obtain the Required Governmental Consents (as defined in Section 6.01(c)), Pinnacle will (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose, or agree to dispose of, the Specified Assets or (B) conduct or agree to conduct its business in a particular manner unless such conduct has had or would reasonably be expected to result in a Specified Material Adverse Effect.

Specified Material Adverse Effect. Notwithstanding the foregoing (but subject to the last sentence fourth and fifth sentences of Section 5.03(b)), as used in this Section 5.03, “reasonable best efforts” shall not include nor require any party to (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose, or agree to dispose of, any asset, in each case other than any (i) a hotel casino property outside the State of Nevada owned by Aztar that represents less than 20% of Aztar’s revenue for or Columbia or their affiliates in Laughlin, Nevada designated by Columbia, and/or (ii) the year ending December 31, 2005 hotel casino property owned by Aztar in Indiana (the “Specified Assets”)or Assets”) or (B) conduct or agree to conduct its business in any particular manner, if such conduct has had or would, individually or in the aggregate, reasonably be expected to (i) have a material adverse effect on Pinnacle Columbia (after giving effect to the consummation of the Merger and reflecting the business, assets, results of operations and financial condition of Aztar and its subsidiaries) (clauses (A) or (B), a “Specified Material Adverse Effect”) or (ii) result in either Pinnacle Columbia or Aztar or their respective subsidiaries failing to meet the standards for licensing, suitability or character under any Gaming Laws relating to the conduct of PinnacleColumbia’s or Aztar’s business which (after taking into account the anticipated impact of such failure to so meet such standards on other authorities) would reasonably be expected to have a Specified Material Adverse Effect. None Except for the Missouri Closing or Divestiture, none of Aztar or any of its subsidiaries may take or agree to take any such action, or consent to or agree to consent to any such restriction restriction, without the consent of PinnacleColumbia (such consent not to be unreasonably withheld or delayed). For purposes of clarification, Pinnacle Columbia agrees that if necessary in order to obtain obtain, or to avoid having to obtain, the Required Governmental Consents (as defined in Section 6.01(c)), Pinnacle Columbia will (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose, or agree to dispose of, the Specified Assets (or ask Aztar to do the same) or (B) conduct or agree to conduct its business in a particular manner or take such other actions as may be requested by a Governmental Authority, unless such conduct or other action has had or would reasonably be expected to result in a Specified Material Adverse Effect.

Specified Material Adverse Effect. Notwithstanding the foregoing (but subject to the last sentence fourth and fifth sentences of Section 5.03(b)), as used in this Section 5.03, “"reasonable best efforts” " shall not include nor require any party to (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose, or agree to dispose of, any asset, in each case other than any (i) a hotel casino property outside the State of Nevada owned by Aztar that represents less than 20% of Aztar’s revenue for or Columbia or their affiliates in Laughlin, Nevada designated by Columbia, and/or (ii) the year ending December 31, 2005 hotel casino property owned by Aztar in Indiana (the “"Specified Assets”)or Assets") or (B) conduct or agree to conduct its business in any particular manner, if such conduct has had or would, individually or in the aggregate, reasonably be expected to (i) have a material adverse effect on Pinnacle Columbia (after giving effect to the consummation of the Merger and reflecting the business, assets, results of operations and financial condition of Aztar and its subsidiaries) (clauses (A) or (B), a “"Specified Material Adverse Effect”") or (ii) result in either Pinnacle Columbia or Aztar or their respective subsidiaries failing to meet the standards for licensing, suitability or character under any Gaming Laws relating to the conduct of Pinnacle’s Columbia's or Aztar’s 's business which (after taking into account the anticipated impact of such failure to so meet such standards on other authorities) would reasonably be expected to have a Specified Material Adverse Effect. None Except for the Missouri Closing or Divestiture, none of Aztar or any of its subsidiaries may take or agree to take any such action, or consent to or agree to consent to any such restriction restriction, without the consent of PinnacleColumbia (such consent not to be unreasonably withheld or delayed). For purposes of clarification, Pinnacle Columbia agrees that if necessary in order to obtain obtain, or to avoid having to obtain, the Required Governmental Consents (as defined in Section 6.01(c)), Pinnacle Columbia will (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose, or agree to dispose of, the Specified Assets (or ask Aztar to do the same) or (B) conduct or agree to conduct its business in a particular manner or take such other actions as may be requested by a Governmental Authority, unless such conduct or other action has had or would reasonably be expected to result in a Specified Material Adverse Effect.