The REIT Sample Clauses

The REIT. The REIT shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Tax Return it is responsible for preparing pursuant to Article II, provided that to the extent that such Tax Proceeding relates to CEOC Taxes or would reasonably be expected to materially adversely affect the Tax position of any CEC Entity, the REIT shall (i) keep CEC informed in a timely manner of the material actions proposed to be taken by the REIT with respect to such Tax Proceeding, (ii) permit CEC to participate in the aspects of such Tax Proceeding that relate to CEOC Taxes and (iii) not settle any aspect of such Tax Proceeding that relates to CEOC Taxes, or pay any CEOC Taxes, without the prior written consent of CEC, which shall not be unreasonably withheld, delayed or conditioned and provided further that the rights of CEC and obligations of the REIT set forth above shall not apply if and to the extent that the REIT elects in writing to forgo its right to indemnification in respect of the CEOC Taxes that are the subject of such Tax Proceeding.

The REIT. In addition to the foregoing representations and warranties set forth in Section 6A of this Guaranty, the REIT warrants and represents to Agent and Lenders for the express purpose of inducing Agent and Lenders to enter into the Credit Agreement, to make the Loans, to accept this Guaranty, and to otherwise complete the transactions contemplated by the Credit Agreement as to the REIT that as of the date of this Guaranty, upon the date of each Borrowing, and at all times thereafter until the Obligations are repaid and all Guaranteed Obligations to Lenders have been satisfied in full, as follows:

The REIT. The REIT shall furnish or cause to be furnished to Agent from time to time the financial statements, data and information specifically required of the REIT pursuant to Section 9.2 of the Credit Agreement.

The REIT. The REIT shall pay, perform, observe and comply with all of the obligations, terms, covenants and conditions set forth in this Guaranty, the REIT Pledge Agreement, and the other Loan Documents to which the REIT is a party and by any provisions of the Credit Agreement specifically applicable to the REIT (all as if such provisions were, and such provisions hereby are, incorporated by reference into this Guaranty as if set forth at length herein). Additionally, the REIT agrees to comply with each of the following:

The REIT. In addition to the foregoing representations and warranties set forth in Section 6(a) of this Guaranty, the REIT warrants and represents to Agent and Lenders for the express purpose of inducing Agent and Lenders to enter into the Credit Agreement, to make the Loans, to accept this Guaranty, and to otherwise complete the transactions contemplated by the Credit Agreement as to the REIT that as of the date of this Guaranty, upon the date of each Borrowing, and at all times thereafter until the Obligations are repaid and all Guaranteed Obligations to Lenders have been satisfied in full that the REIT is a duly organized, validly existing corporation organized and in good standing under the laws of the State of Maryland, has all requisite power and authority to conduct its business and to own its property as now conducted or owned, and is qualified to do business in all jurisdictions where the nature and extent of its business is such that such qualification is required by law.

The REIT. With respect to the REIT: (1) The REIT is a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland has all requisite power and authority to own, lease and operate its properties and assets as they are now owned, leased and operated and to carry on its business as now conducted and presently proposed to be conducted. The REIT is duly qualified, licensed or admitted to do business and is in good standing in those jurisdictions in which the ownership, use, or leasing of its assets and properties, or the conduct or nature of its business makes such qualification, licensing or admission necessary, except for failures to be so qualified, licensed or admitted and in good standing that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on the REIT. The REIT is the sole general partner of the Operating Partnership. (2) The REIT has all requisite power and authority to enter into, execute and deliver this Agreement on its own behalf and in its capacity as general partner of the Operating Partnership and to perform fully its obligations hereunder on its own behalf and in its capacity as general partner of the Operating Partnership. The execution, delivery and performance by the REIT of this Agreement and the other documents to be delivered by the REIT at Closing on its own behalf and in its capacity as general partner of the Operating Partnership, and the consummation by the REIT of the transactions contemplated hereby and thereby at Closing will have been duly and validly authorized by all necessary action on the part of the REIT. The REIT has obtained (or will, by Closing, have obtained) all consents necessary (whether from a governmental authority or other third party) for it to consummate the transactions contemplated hereby, other than such consents, the failure of which to obtain could, in the aggregate, reasonably be expected to have a Material Adverse Effect on the REIT.