Unsuitability in Louisiana Sample Clauses

Unsuitability in Louisiana. If the Louisiana Gaming Control Board ("LGCB") makes a determination any Venturer or any Affiliate of such Venturer (the "Unsuitable Venturer") is unsuitable to hold a license to perform or conduct gaming activities (an "Unsuitability Determination"), after the commencement of gaming operations of the Complex, the Unsuitable Venturer shall immediately give to the other Venturers, upon submitting written notice, a right to purchase all of the Unsuitable Venturers' JV Interests. In the event the other Venturers elect not to purchase all of the Unsuitable Venturer's JV Interests within a 30-day period following the date the LGCB makes an Unsuitability Determination, the Venture shall purchase all of the remaining Unsuitable Venturer's JV Interests within a 30-day period following the termination date of the foregoing 30-day period. The purchase price for the JV Interests purchased pursuant to this Section 11.1 shall be an amount agreed upon by the purchasing and selling party, and if no such agreement is made, the fair market value as determined by an appraiser mutually acceptable to the selling and purchasing party. Notwithstanding the foregoing, if the Unsuitable Venturer receives an offer to purchase such Unsuitable Venturer's JV Interests from a third person, at any time during either the Venturers' 30-day election period or Venture's 30-day election period pursuant to the this Section 11.1, then the provisions set forth in Sections10.3 and 10.4 shall govern. Each Venturer shall independently comply with all federal, state and local gaming regulations and any jurisdiction to which any Venturer is or becomes subject to during the term of the license issued by the LGCB to the Venture, including submitting to and cooperating in any investigation required by such jurisdiction by virtue of the Venturer's JV Interests in the Venture. Each Venturer shall bear all of their own costs which they incur in connection with such compliance.
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Unsuitability in Louisiana. If any Partner or any Affiliate of a Partner fails to obtain any gaming license or personal suitability approval required to be held as a result of that Partner’s or Affiliate’s association with the Venture, or if the Gaming Authorities having jurisdiction over the Venture make a determination that a Partner or an Affiliate of a Partner is unsuitable to hold a license or to be associated with the Venture (the “Unsuitable Partner” or the “Unsuitable Affiliate,” as appropriate) and, in the case of an Unsuitable Affiliate, the related Partner is unable or unwilling to remove the Unsuitable Affiliate from his, her or its association with the related Partner to the satisfaction of the Gaming Authorities, the related Partner or Unsuitable Partner shall immediately give to the other Partners, upon demand or written notice, the right to purchase all of the related Partner’s or Unsuitable Partner’s Interests or, in the case of an Unsuitable Affiliate that owns an equity interest in the related Partner, such portion of the related Partner’s Interests as shall be necessary to enable the related Partner to purchase the Unsuitable Affiliate’s equity interest in the related Partner provided that the related Partner agrees to purchase such equity interest and does so promptly after receipt of funds in connection with the sale of its Interests. In the event the other Partners do not elect to purchase all or such portion of the related Partner’s or Unsuitable Partner’s Interests as is necessary to satisfy, and in a manner and upon terms acceptable to, the Gaming Authorities, the Venture shall purchase all of the related Partner’s or Unsuitable Partner’s Interests, or, in the case of an Unsuitable Affiliate that owns an equity interest in the related Partner, such portion of the related Partner’s Interests as shall be necessary to enable the related Partner to purchase the Unsuitable Affiliate’s equity interest in the related Partner provided that the related Partner agrees to purchase such equity interest and does so promptly after receipt of funds in connection with the sale of its Interests, in a manner and upon terms acceptable to the Venture and the Gaming Authorities. The cash purchase price for the Interests purchased pursuant to this Section 9.5(a) shall be equal to the lesser of (i) an amount agreed upon by the purchasing and selling party or parties, and if no such agreement is made, the fair market value as determined by an appraiser mutually acceptable to the se...
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Related to Unsuitability in Louisiana

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  • Public Utility Holding Act None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate” of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.

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  • Listing, Qualification, Etc This option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject hereto upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares hereunder, this option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, disclosure or satisfaction of such other condition shall have been effected or obtained on terms acceptable to the Board of Directors. Nothing herein shall be deemed to require the Company to apply for, effect or obtain such listing, registration, qualification or disclosure, or to satisfy such other condition.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

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