Common use of Without limiting Section 5 Clause in Contracts

Without limiting Section 5. 4(a), each of Seller Parties and Buyer shall, and shall use reasonable best efforts to cause their respective Representatives and Affiliates (including all Licensing Affiliates) to, file, or cause to be filed, within 30 days after the date hereof, all filings pursuant to the HSR Act (and, to the extent applicable, all filings under the antitrust laws of any applicable jurisdiction). In addition, each of Seller Parties and Buyer (i) shall, and shall use reasonable best efforts to cause its Representatives and Affiliates (including all Licensing Affiliates) to, file, or cause to be filed within 30 days after the date hereof, all required initial 44 applications and documents in connection with obtaining all required Gaming Approvals, (ii) shall act diligently and promptly to pursue the Governmental Approvals and, (iii) subject to applicable Laws relating to the exchange of information, supply as promptly as practicable to the appropriate Governmental Entity any additional information and material that may be requested thereby, including in respect of required Gaming Approvals, the HSR Act and the antitrust laws of any applicable jurisdiction (with respect to Seller Parties and Buyer only), and shall cooperate with the other parties hereto in connection with the making of all filings referenced in this and the preceding sentence including, subject to applicable Laws relating to the exchange of information, providing copies of all such filed documents to the other parties hereto and their Representatives (other than copies of personal applications made under applicable Gaming Laws and any documents or information related thereto; provided further, that materials may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns) as promptly as practicable following the filing thereof. Prior to Closing, Buyer shall use its reasonable best efforts to schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as possible; provided, however, that Buyer shall not participate in any meeting or have any substantive communication with any Governmental Entity in connection with this Agreement (excluding any meetings or substantive communication regarding Gaming Approvals) unless it consults with Seller in advance and, to the extent not prohibited by such Governmental Entity, gives Seller the opportunity to attend and participate therein. From the date of this Agreement until the Closing, each party shall keep the other parties hereto reasonably informed with respect to such party’s pursuit of Governmental Approvals. Each party agrees to notify the other parties promptly upon receipt of any concerns expressed in writing by any Gaming Authority with respect to the prospects for the timely consummation of the Transactions or the qualification of the applicable Licensing Affiliates. Notwithstanding anything herein to the contrary, as between Seller and Buyer, Buyer shall determine the strategy to be pursued for obtaining.

Without limiting Section 5. 4(a)3(a) hereof, ICS and the Company shall each of Seller Parties and Buyer shall, and shall use reasonable best efforts to cause their respective Representatives and Affiliates (including all Licensing Affiliatesi) to, file, promptly make or cause to be filed, within 30 days after made the date hereof, all filings pursuant to required of such party under the HSR Act (and, with respect to the extent applicable, all filings under the antitrust laws of any applicable jurisdiction). In addition, each of Seller Parties and Buyer Merger; (iii) shall, and shall use reasonable its best efforts to cause its Representatives and Affiliates (including all Licensing Affiliates) to, fileavoid the entry of, or cause to be filed within 30 days after have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the date hereofconsummation of the Merger, all required initial 44 applications including without limitation defending through litigation on the merits any claim asserted in any court by any third party; and documents in connection with obtaining all required Gaming Approvals, (ii) shall act diligently and promptly to pursue the Governmental Approvals and, (iii) subject take any and all steps which, in such party's judgment, are commercially reasonable to applicable Laws relating to the exchange of informationavoid or eliminate each and every impediment under any antitrust, supply as promptly as practicable to the appropriate Governmental Entity any additional information and material competition, or trade regulation law that may be requested thereby, including in respect of required Gaming Approvals, the HSR Act and the antitrust laws of asserted by any applicable jurisdiction (Governmental Entity with respect to Seller Parties and Buyer only), and the Merger so as to enable con summation thereof to occur as soon as reasonably possible. Each party hereto shall cooperate with promptly notify the other parties hereto in connection with the making of all filings referenced in this any communication to that party from any Governmental Entity and the preceding sentence including, subject to applicable Laws relating to the exchange of information, providing copies of all such filed documents to permit the other parties hereto to review in advance any proposed communication to any Governmental Entity. ICS and their Representatives (other than copies of personal applications made under applicable Gaming Laws and any documents or information related thereto; provided further, that materials may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns) as promptly as practicable following the filing thereof. Prior to Closing, Buyer shall use its reasonable best efforts to schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as possible; provided, however, that Buyer Company shall not (and shall cause their respective affiliates and representatives not to) agree to participate in any meeting or have any substantive communication with any Governmental Entity in connection with this Agreement (excluding respect of any meetings filings, investigation or substantive communication regarding Gaming Approvals) other inquiry unless it consults with Seller the other party in advance and, to the extent not prohibited permitted by such Governmental Entity, gives Seller the other party the opportunity to attend and participate thereinthereat. From Subject to the date of this Agreement until the ClosingConfidentiality Agreement, each party shall keep of the parties hereto will coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as such other parties may reasonably informed request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act or in connection with other Consents. Each of the Company and ICS agrees to respond promptly to and comply fully with any request for additional information or documents under the HSR Act. Subject to the Confidentiality Agreement, the Company will provide ICS, and ICS will provide the Company, with copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to such party’s pursuit of Governmental Approvals. Each party agrees to notify this Agreement and the other parties promptly upon receipt of any concerns expressed in writing by any Gaming Authority with respect to the prospects for the timely consummation of the Transactions or the qualification of the applicable Licensing Affiliates. Notwithstanding anything herein to the contrary, as between Seller and Buyer, Buyer shall determine the strategy to be pursued for obtainingtransactions contemplated hereby.

Without limiting Section 5. 4(a)) hereof, each of Seller the Parties and Buyer hereto shall, and shall use reasonable best efforts to cause their respective its Representatives and Affiliates (including all Licensing Affiliates) to, file, or cause to be filed, (x) within 30 days ten (10) Business Days after the date hereof, all filings pursuant to the HSR Act (and, to the extent applicable, all filings under the antitrust laws of any applicable jurisdiction). In addition, each of Seller Parties and Buyer (iy) shall, and shall use reasonable best efforts to cause its Representatives and Affiliates within thirty (including all Licensing Affiliates30) to, file, or cause to be filed within 30 days after the date hereof, all required initial 44 applications and documents in connection with obtaining all required Gaming ApprovalsApprovals and (z) as soon as reasonably practicable after the date hereof, all Governmental Approvals other than those set forth in subclause (iix) or subclause (y), and shall act diligently and promptly to pursue the Governmental Approvals and, (iii) subject Approvals. Each party hereto shall use its reasonable best efforts to applicable Laws relating to the exchange of information, supply as promptly as practicable to the appropriate Governmental Entity any additional information and material that may be requested thereby, including in respect of required Gaming Approvals, the HSR Act and the antitrust laws of any applicable jurisdiction (with respect to Seller Parties and Buyer only)jurisdiction, and shall cooperate with the other parties hereto in connection with the making of all filings referenced in this and the preceding sentence sentence, including, subject to applicable Laws relating to the exchange of information, providing copies of all such filed documents to the other parties Parties hereto and their Representatives (other than copies of personal applications made under applicable Gaming Laws and any documents or information related thereto; thereto provided further, that materials may be redacted to remove references concerning the valuation of the Company and as necessary to address reasonable attorney-client or other privilege or confidentiality concerns) as promptly as practicable following the filing thereof). Prior to Closing, Buyer the parties hereto shall use its reasonable best efforts to schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as possible; provided, however, that Buyer shall not participate in any meeting or have any substantive communication with any Governmental Entity in connection with this Agreement (excluding any meetings or substantive communication regarding Gaming Approvals) unless it consults with Seller in advance and, to the extent not prohibited by such Governmental Entity, gives Seller the opportunity to attend and participate therein. From the date of this Agreement until the Closing, each party Party hereto shall keep the other parties Parties hereto reasonably informed with respect to such partyParty’s pursuit of Governmental Approvals. Each party agrees to notify the other parties promptly upon receipt of any concerns expressed in writing by any Gaming Authority with respect to the prospects for the timely consummation of the Transactions or the qualification of the applicable Licensing Affiliates. Notwithstanding anything herein to the contrary, as between Seller and Buyer, Buyer shall determine the strategy to be pursued for obtaining.

Without limiting Section 5. 4(a)3(a) hereof, ICS and the Company shall each of Seller Parties and Buyer shall, and shall use reasonable best efforts to cause their respective Representatives and Affiliates (including all Licensing Affiliatesi) to, file, promptly make or cause to be filed, within 30 days after made the date hereof, all filings pursuant to required of such party under the HSR Act (and, with respect to the extent applicable, all filings under the antitrust laws of any applicable jurisdiction). In addition, each of Seller Parties and Buyer Merger; (iii) shall, and shall use reasonable its best efforts to cause its Representatives and Affiliates (including all Licensing Affiliates) to, fileavoid the entry of, or cause to be filed within 30 days after have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the date hereofconsummation of the Merger, all required initial 44 applications including without limitation defending through litigation on the merits any claim asserted in any court by any third party; and documents in connection with obtaining all required Gaming Approvals, (ii) shall act diligently and promptly to pursue the Governmental Approvals and, (iii) subject take any and all steps which, in such party's judgment, are commercially reasonable to applicable Laws relating to the exchange of informationavoid or eliminate each and every impediment under any antitrust, supply as promptly as practicable to the appropriate Governmental Entity any additional information and material competition, or trade regulation law that may be requested thereby, including in respect of required Gaming Approvals, the HSR Act and the antitrust laws of asserted by any applicable jurisdiction (Governmental Entity with respect to Seller Parties and Buyer only), and the Merger so as to enable consummation thereof to occur as soon as reasonably possible. Each party hereto shall cooperate with promptly notify the other parties hereto in connection with the making of all filings referenced in this any communication to that party from any Governmental Entity and the preceding sentence including, subject to applicable Laws relating to the exchange of information, providing copies of all such filed documents to permit the other parties hereto to review in advance any proposed communication to any Governmental Entity. ICS and their Representatives (other than copies of personal applications made under applicable Gaming Laws and any documents or information related thereto; provided further, that materials may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns) as promptly as practicable following the filing thereof. Prior to Closing, Buyer shall use its reasonable best efforts to schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as possible; provided, however, that Buyer Company shall not (and shall cause their respective affiliates and representatives not to) agree to participate in any meeting or have any substantive communication with any Governmental Entity in connection with this Agreement (excluding respect of any meetings filings, investigation or substantive communication regarding Gaming Approvals) other inquiry unless it consults with Seller the other party in advance and, to the extent not prohibited permitted by such Governmental Entity, gives Seller the other party the opportunity to attend and participate thereinthereat. From Subject to the date of this Agreement until the ClosingConfidentiality Agreement, each party shall keep of the parties hereto will coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as such other parties may reasonably informed request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act or in connection with other Consents. Each of the Company and ICS agrees to respond promptly to and comply fully with any request for additional information or documents under the HSR Act. Subject to the Confidentiality Agreement, the Company will provide ICS, and ICS will provide the Company, with copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to such party’s pursuit of Governmental Approvals. Each party agrees to notify this Agreement and the other parties promptly upon receipt of any concerns expressed in writing by any Gaming Authority with respect to the prospects for the timely consummation of the Transactions or the qualification of the applicable Licensing Affiliates. Notwithstanding anything herein to the contrary, as between Seller and Buyer, Buyer shall determine the strategy to be pursued for obtainingtransactions contemplated hereby.

Without limiting Section 5. 4(a)5(a) hereof, each of Seller the Sellers and the Buyer Parties and Buyer shall, and shall use reasonable best efforts to cause their respective its Representatives and Affiliates (including all Licensing Affiliates) to, file, or cause to be filed, (x) within 30 days twenty (20) Business Days after the date hereof, all filings pursuant to the HSR Act (and, to the extent applicable, all filings under the antitrust laws of any applicable jurisdiction). In addition, each of Seller Parties ) and Buyer (i) shall, and shall use reasonable best efforts to cause its Representatives and Affiliates (including all Licensing Affiliates) to, file, or cause to be filed within 30 days after the date hereof, all required initial 44 applications and documents in connection with obtaining all required Gaming ApprovalsApprovals and (y) as soon as reasonably practicable after the date hereof, all Governmental Approvals other than those set forth in subclause (ii) x), and shall act diligently and promptly to pursue the Governmental Approvals and, (iii) subject Approvals. Each party hereto shall use its reasonable best efforts to applicable Laws relating to the exchange of information, supply respond as promptly as practicable to the appropriate request of any Governmental Entity any for additional information and material that may be requested therebyby supplying such information or material as it reasonably believes is responsive to such request, including in respect of required Gaming Approvals, the HSR Act and the antitrust laws of any applicable jurisdiction (with respect to Seller Parties and Buyer only)jurisdiction, and shall cooperate with the other parties hereto in connection with the making of all filings referenced in this and the preceding sentence sentence, including, subject to applicable Laws relating to the exchange of information, providing copies of all such filed documents to the other parties hereto and their Representatives (other than copies of personal applications made under applicable Gaming Laws and any documents or information related thereto; provided furtherprovided, that materials may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns) as ). Without limiting the foregoing, each of the Buyer Parties and Sellers shall notify the other parties promptly as practicable following of the filing thereofreceipt of comments or requests from Governmental Entities relating to any Governmental Approvals, and shall supply the other parties with copies of all non-confidential correspondence between the notifying party or any of its Representatives and Governmental Entities with respect to such Governmental Approvals. Prior to Closing, each of the Sellers and the Buyer Parties shall use its reasonable best efforts to schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as possible; provided, however, that Buyer shall not participate in any meeting or have any substantive communication with any Governmental Entity in connection with this Agreement (excluding any meetings or substantive communication regarding Gaming Approvals) unless it consults with Seller in advance and, to the extent not prohibited by such Governmental Entity, gives Seller the opportunity to attend and participate therein. From the date of this Agreement until the Closing, each party hereto shall keep the other parties hereto reasonably informed with respect to such party’s pursuit of Governmental Approvals. Each party agrees to notify the other parties promptly upon receipt of any concerns expressed in writing by any Gaming Authority with respect to the prospects for the timely consummation of the Transactions or the qualification of the applicable Licensing Affiliates. Notwithstanding anything herein to the contrary, as between Seller and Buyer, Buyer shall determine the strategy to be pursued for obtaining.

Without limiting Section 5. 4(a), each of Seller Parties and Buyer shall, and shall use reasonable best efforts to cause their respective Representatives and Affiliates (including all Licensing Affiliates) to, file, or cause to be filed, within 30 days after the date hereof, all filings pursuant to the HSR Act (and, to the extent applicable, all filings under the antitrust laws of any applicable jurisdiction). In addition, each of Seller Parties and Buyer (i) shall, and shall use reasonable best efforts to cause its Representatives and Affiliates (including all Licensing Affiliates) to, file, or cause to be filed within 30 days after the date hereof, all required initial 44 applications and documents in connection with obtaining all required Gaming Approvals, (ii) shall act diligently and promptly to pursue the Governmental Approvals and, (iii) subject to applicable Laws relating to the exchange of information, supply as promptly as practicable to the appropriate Governmental Entity any additional information and material that may be requested thereby, including in respect of required Gaming Approvals, the HSR Act and the antitrust laws of any applicable jurisdiction (with respect to Seller Parties and Buyer only), and shall cooperate with the other parties hereto in connection with the making of all filings referenced in this and the preceding sentence including, subject to applicable Laws relating to the exchange of information, providing copies of all such filed documents to the other parties hereto and their Representatives (other than copies of personal applications made under applicable Gaming Laws and any documents or information related thereto; provided further, that materials may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns) as promptly as practicable following the filing thereof. Prior to Closing, Buyer shall use its reasonable best efforts to schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as possible; provided, however, that Buyer shall not participate in any meeting or have any substantive communication with any Governmental Entity in connection with this Agreement (excluding any meetings or substantive communication regarding Gaming Approvals) unless it consults with Seller in advance and, to the extent not prohibited by such Governmental Entity, gives Seller the opportunity to attend and participate therein. From the date of this Agreement until the Closing, each party shall keep the other parties hereto reasonably informed with respect to such party’s pursuit of Governmental Approvals. Each party agrees to notify the other parties promptly upon receipt of any concerns expressed in writing by any Gaming Authority with respect to the prospects for the timely consummation of the Transactions or the qualification of the applicable Licensing Affiliates. Notwithstanding anything herein to the contrary, as between Seller and Buyer, Buyer shall determine the strategy to be pursued for obtaining.