Common use of Compliance with Gaming Laws Clause in Contracts

Compliance with Gaming Laws. (a) The Buyer Parties and, to Buyer’s knowledge, each of the Licensed Parties, hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities, including under the Gaming Laws, necessary to conduct the business and operations of the Buyer Parties, each of which is in full force and effect in all material respects (the “Buyer Permits”), except for such Buyer Permits, the failure of which to hold would not, individually or in the aggregate, be reasonably likely to materially impair or materially delay the Closing, and no event has occurred that permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Buyer Permit that currently is in effect, other than such Buyer Permits the revocation, non-renewal, modification, suspension, limitation or termination of which, either individually or in the aggregate, would be reasonably likely to materially impair or materially delay the Closing. The Buyer Parties, and to the knowledge of the Buyer, each of the Licensed Parties, is in compliance with the terms of the Buyer Permits, except for such failures to comply that, individually or in the aggregate, would not be reasonably likely to materially impair or materially delay the Closing. No Buyer Party has received notice of any investigation or review by any Governmental Entity under any Gaming Law with respect to such Buyer Party or any of its Licensing Affiliates that is pending, and to the knowledge of the Buyer, no investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not be reasonably likely to materially impair or materially delay the Closing.

Compliance with Gaming Laws. (a) The Each Licensed Party with which Buyer Parties andassociates and each such Licensed Party’s respective directors, officers, managers, key employees and Persons performing management functions similar to Buyer’s knowledge, each of the Licensed Parties, officers or managers hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities, including under the Gaming Laws, Approvals necessary to conduct the business and operations of the Buyer Partiesand its Affiliates, each of which is in full force and effect in all material respects (the “Buyer Permits”)) and, except for such Buyer Permitsto the knowledge of Buyer, the failure of which to hold would not, individually or in the aggregate, be reasonably likely to materially impair or materially delay the Closing, and no event has occurred that permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Buyer Permit that currently is in effect, other than such Buyer Permits the revocation, non-renewal, modification, suspension, limitation or termination of which, either individually or in the aggregate, would be reasonably likely to materially impair or materially delay the Closing. The Buyer PartiesEach Licensed Party, and each Licensed Party’s respective directors, officers, managers, key employees and Persons performing management functions similar to the knowledge of the Buyerofficers or managers are in compliance, each of the Licensed Partiesin all material respects, is in compliance with the terms of the Buyer Permits. Neither Buyer nor, except for such failures to comply thatthe knowledge of Buyer, individually or in the aggregate, would not be reasonably likely to materially impair or materially delay the Closing. No Buyer Party any Licensing Affiliate has received notice of any material investigation or review by any Governmental Entity under any Gaming Law Authority with respect to such Buyer Party or Buyer, any of its Licensing Affiliates Affiliates, or any of their respective officers, directors, managers, key employees or Persons performing management functions similar to an officer or manager, that is pending, and and, to the knowledge of the Buyer, (i) no material investigation or review is threatened, nor (ii) no Gaming Authority has any Governmental Entity indicated any intention to conduct the samesame and (iii) there are no facts that, other than those if known to a Gaming Authority, will or would reasonably be expected to give rise to any inquiry or investigation, or to result in the outcome revocation, limitation or suspension of which a Buyer Permit. No Licensed Party or director, officer, manager, key employee or partner of a Licensed Party has (x) received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of, any Gaming Laws that did or would not be reasonably likely to materially impair result in fines or materially delay the Closingpenalties of $50,000 or more, or (y) suffered a suspension or revocation of any Buyer Permit.

Compliance with Gaming Laws. (ai) The Buyer Parties Each of the Licensed Parties, and, to BuyerParent’s knowledgeKnowledge, each of the Licensed Parties’ Management Principals, hold holds all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders Gaming Licenses and approvals of all Governmental Entities, including under the Gaming Laws, such permits as are necessary to conduct the business and operations of the Buyer PartiesLicensed Parties as currently conducted, each of which is in full force and effect in all material respects (the “Buyer Parent Permits”), except for such Buyer Permits, the failure of which to hold permits not held or in full force and effect as would not, individually or in the aggregate, reasonably be reasonably likely expected to materially impair prevent or materially delay the Closingability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement, and no event has occurred that which permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Buyer Parent Permit that currently is in effect, other than such Buyer Permits the revocation, non-renewal, modification, suspension, limitation or termination loss of which, either individually or in the aggregate, would reasonably be reasonably likely expected to materially impair prevent or materially delay the Closingability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. The Buyer Parties, and to the knowledge Each of the Buyer, Licensed Parties and each of the Licensed Parties, ’ respective Management Principals is in compliance with the terms of the Buyer Parent Permits, except for such failures to comply thatwhich would not, individually or in the aggregate, would not reasonably be reasonably likely expected to materially impair prevent or materially delay the Closingability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement. No Buyer Party Neither Parent nor any of its Licensing Affiliates has received written notice of with respect to any investigation or review by any Gaming Authority or other Governmental Entity under any Gaming Law with respect to such Buyer Party of Parent or any of its Licensing Affiliates or Management Principals that is pending, and and, to the knowledge Knowledge of the BuyerParent, no investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the same, other than those investigations and reviews the outcome of which would not reasonably be reasonably likely expected to materially impair prevent or materially delay the Closingability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially adversely affect the ability of Parent or Merger Sub to perform their obligations under this Agreement.

Compliance with Gaming Laws. Mall I Owner acknowledges that H/C I Owner and Affiliates of H/C I Owner are businesses that are or may be subject to and exist because of privileged licenses issued by Gaming Authorities. Therefore, not less than thirty (a30) The Buyer Parties anddays prior to entering into any Lease (a "PROPOSED LEASE"), Mall I Owner shall notify H/C I Owner of its intention to Buyer’s knowledgeenter into such Proposed Lease. If the tenant under such Proposed Lease (the "PROPOSED TENANT") is a corporation, each of Mall I Owner shall require such Proposed Tenant to disclose to Mall I Owner and H/C I Owner the Licensed Parties, hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals names of all Governmental Entities, including under the Gaming Laws, necessary to conduct the business of its officers and operations of the Buyer Parties, each of which directors. Unless it is in full force and effect in all material respects (the “Buyer Permits”), except for such Buyer Permitsa publicly traded corporation on a national stock exchange, the failure of which Proposed Tenant shall disclose to hold would not, individually or Mall I Owner and H/C I Owner all direct and indirect ownership interests in the aggregateProposed Tenant and all lenders or sources of financing. If requested to do so by H/C I Owner, Mall I Owner shall require a Proposed Tenant to obtain any license, qualification, clearance or the like which shall be reasonably likely requested or required of any Proposed Tenant by any Gaming Authority or any regulatory authority having jurisdiction over H/C I Owner or any Affiliate of H/C I Owner. If a Proposed Tenant fails to materially impair satisfy such requirement or materially delay the Closing, and no event has occurred that permitsif H/C I Owner or any Affiliate of H/C I Owner is directed not to involve itself in business with a Proposed Tenant by any such authority, or upon the giving of notice or passage of time or both would permitif H/C I Owner shall in good faith determine, revocationin H/C I Owner's good-faith judgment, non-renewalthat a Proposed Tenant, modification, suspension, limitation or termination of any Buyer Permit that currently is in effect, other than such Buyer Permits the revocation, non-renewal, modification, suspension, limitation or termination of which, either individually or in the aggregate, would be reasonably likely to materially impair or materially delay the Closing. The Buyer Parties, and to the knowledge of the Buyer, each of the Licensed Parties, is in compliance with the terms of the Buyer Permits, except for such failures to comply that, individually or in the aggregate, would not be reasonably likely to materially impair or materially delay the Closing. No Buyer Party has received notice of any investigation or review by any Governmental Entity under any Gaming Law with respect to such Buyer Party or any of its Licensing Affiliates that officers, directors, employees, agents, designees or representatives, or a partner, owner, member, or shareholder, or any lender or financial participant (a) is pendingor might be engaged in, and or is about to the knowledge of the Buyerbe engaged in, no investigation any activity or review activities, or (b) was or is threatenedinvolved in any relationship, nor has any Governmental Entity indicated any intention to conduct the same, other than those the outcome either of which would could or does jeopardize H/C I Owner's business, reputation or such licenses, or those of its Affiliates, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, then Mall I Owner, at H/C I Owner's direction, shall not enter into the Proposed Lease with the Proposed Tenant. Any Lease entered into in violation of this Section B.12 of Article IV shall be reasonably likely to materially impair or materially delay the Closingdeemed null and void and of no force and effect.

Compliance with Gaming Laws. (a) The Buyer Parties andEach of the Company Licensed Parties, and to Buyerthe Company’s knowledge, each of the Company Licensed Parties’ respective directors, hold officers, managers, partners, members, principals, key employees and Persons performing management functions similar to those performed by officers, partners, or managers (collectively, “Company Management Principals”), holds all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders Gaming Approvals and approvals of all Governmental Entities, including under the Gaming Laws, such Permits as are necessary to conduct the business and operations of the Buyer PartiesCompany Licensed Parties as currently conducted, each of which is in full force and effect in all material respects (the “Buyer Permits”), except for such Buyer Permits, the failure of which to hold would not, individually or in the aggregate, be reasonably likely to materially impair or materially delay the Closingrespects, and no event has occurred that which permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Buyer Permit that currently is in effect, other than such Buyer Permits the revocation, non-renewal, modification, suspension, limitation or termination loss of which, either individually or in the aggregate, would be reasonably likely to materially impair or materially delay the Closing. The Buyer Each of the Company Licensed Parties, and to the knowledge of the BuyerCompany, each of the Company Licensed Parties’ respective Company Management Principals, is in compliance with the terms of the Buyer such Permits, except for such failures to comply thatwhich would not, individually or in the aggregate, would not be reasonably likely to materially impair or materially delay the Closing. No Buyer Party None of the Company or its Subsidiaries, or any of their respective Company Licensing Affiliates, has received notice of any investigation or review by any Gaming Authority or other Governmental Entity under any Gaming Law Authority with respect to such Buyer Party the Company, its Subsidiaries, or any of its their respective Company Licensing Affiliates or Company Management Principals that is pending, and and, to the knowledge of the BuyerCompany, no investigation or review is threatened, nor has any Gaming Authority or other Governmental Entity Authority indicated any intention to conduct the same, other than those the outcome of which would not be reasonably likely to materially impair or materially delay the Closing.

Compliance with Gaming Laws. (a) The Buyer Parties andOther than routine matters in connection with updating of Licensing Affiliates’ disclosure obligations and matters in connection with obtaining Gaming Approvals, neither Buyer, its Affiliates, nor, to Buyer’s knowledge, each the Knowledge of the Licensed Parties, hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities, including under the Gaming Laws, necessary to conduct the business and operations of the Buyer Parties, each of which is in full force and effect in all material respects (the “Buyer Permits”), except for such Buyer Permits, the failure of which to hold would not, individually or in the aggregate, be reasonably likely to materially impair or materially delay the Closing, and no event has occurred that permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Buyer Permit that currently is in effect, other than such Buyer Permits the revocation, non-renewal, modification, suspension, limitation or termination of which, either individually or in the aggregate, would be reasonably likely to materially impair or materially delay the Closing. The Buyer Parties, and to the knowledge of the Buyer, each of the Licensed Parties, is in compliance with the terms of the Buyer Permits, except for such failures to comply that, individually or in the aggregate, would not be reasonably likely to materially impair or materially delay the Closing. No Buyer Party any Licensing Affiliate has received notice of any pending investigation or review by any Gaming Authority or other Governmental Entity under with jurisdiction over any Gaming Law gaming operations of Buyer or its Affiliates with respect to such Buyer Party Buyer, its Affiliates, any of the Licensing Affiliates or any of its their respective officers, directors, key employees or Persons performing management functions similar to an officer and, other than routine matters in connection with updating of Licensing Affiliates that is pendingAffiliates’ disclosure obligations and matters in connection with obtaining Gaming Approvals, and to the knowledge Knowledge of the Buyer, (a) no investigation or review is threatened, nor has any (b) no Gaming Authority or other Governmental Entity with jurisdiction over any gaming operations of Buyer or its Affiliates has indicated any intention to conduct the same, and (c) there are no facts that, if known to a Gaming Authority or other Governmental Entity with jurisdiction over any gaming operations of Buyer or its Affiliates, will or would reasonably be expected to give rise to any inquiry or investigation, or to result in the revocation, limitation or suspension of a license issued to such Persons by an applicable Governmental Entity. Other than those routine matters in connection with updating of Licensing Affiliates’ disclosure obligations and matters in connection with obtaining Gaming Approvals, neither Buyer, any of its Affiliates, nor, to the outcome Knowledge of which would not be reasonably likely Buyer, any Licensed Party or director, officer, key employee or partner of a Licensed Party has suffered a suspension or revocation of any license issued to materially impair such Persons by an applicable Gaming Authority or materially delay the Closingother Governmental Entity with jurisdiction over any gaming operations of Buyer or its Affiliates.

Compliance with Gaming Laws. (a) The Solely with respect to the businesses of Buyer Parties and, to Buyer’s knowledge, each of the Licensed Parties, hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders Parent and approvals of all Governmental Entities, including under the Gaming Laws, necessary to conduct the business and operations of the Buyer Parties, each of which is in full force and effect in all material respects (the “Buyer Permits”), except for such Buyer Permits, the failure of which to hold would not, individually or in the aggregate, be reasonably likely to materially impair or materially delay the Closing, and no event has occurred that permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Buyer Permit that currently is in effectits subsidiaries, other than such Buyer Permits the revocation, non-renewal, modification, suspension, limitation or termination routine matters in connection with updating of which, either individually or Licensing Affiliates’ disclosure obligations in the aggregateStates of Rhode Island and Colorado and matters in connection with obtaining Gaming Approvals, would be reasonably likely to materially impair or materially delay as of the Closing. The Buyer PartiesSigning Date, and neither Buyer, its Affiliates, nor, to the knowledge Knowledge of the Buyer, each of the Licensed Partiesany Licensing Affiliate, is in compliance with the terms of the Buyer Permits, except for such failures to comply that, individually or in the aggregate, would not be reasonably likely to materially impair or materially delay the Closing. No Buyer Party has received notice of any pending investigation or review by any Governmental Entity under any Gaming Law Authority with respect to such Buyer, Buyer Party Parent and each of their respective Affiliates, any of the Licensing Affiliates, or any of its Licensing Affiliates that is pendingtheir respective officers, and directors, key employees or Persons performing management functions similar to an officer. To the knowledge Knowledge of Buyer, as of the BuyerSigning Date, (a) no such investigation or review is threatened, nor (b) no Gaming Authority has any Governmental Entity indicated any intention to conduct the same, and (c) there are no facts that, if known to a Gaming Authority, will or would reasonably be expected to give rise to any inquiry or investigation, or to result in the revocation, limitation or suspension of a license issued to such Persons by an applicable Gaming Authority. Solely with respect to the businesses of Buyer Parent and its subsidiaries, other than those routine matters in connection with updating of Licensing Affiliates’ disclosure obligations in the outcome States of which would not be reasonably likely Rhode Island and Colorado and matters in connection with obtaining Gaming Approvals, as of the Signing Date, neither Buyer, any of its Affiliates, nor, to materially impair the Knowledge of Buyer, any Licensed Party or materially delay the Closingdirector, officer, key employee or partner of a Licensed Party has suffered a suspension or revocation of any license issued to such Persons by an applicable Gaming Authority.

Compliance with Gaming Laws. (a) The Buyer Parties and, to To Buyer’s knowledge, each of Licensed Party and their respective directors, officers, key employees and Persons performing management functions similar to officers hold (or are reasonably anticipated to obtain and hold prior to the Licensed Parties, hold Closing Date) all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities, including under the Gaming Laws, Approvals necessary to conduct the business and operations of the Buyer Partiesand its Affiliates, each of which is (or will be on the Closing Date) in full force and effect in all material respects (the “Buyer Permits”)) and, except for such Buyer Permitsto the knowledge of Buyer, the failure of which to hold would not, individually or in the aggregate, be reasonably likely to materially impair or materially delay the Closing, and no event has occurred that which permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Buyer Permit that currently is in effect, other than such Buyer Permits the revocation, non-renewal, modification, suspension, limitation or termination of which, either individually or in the aggregate, would be reasonably likely to materially impair or materially delay the Closing. The Buyer PartiesEach Licensed Party, and to the knowledge of the Buyer’s knowledge, each of the Licensed Partiestheir respective directors, is officers, key employees and Persons performing management functions similar to officers are in compliance compliance, in all material respects, with the terms of the Buyer Permits. Neither Buyer nor, except for such failures to comply thatthe knowledge of Buyer, individually or in the aggregate, would not be reasonably likely to materially impair or materially delay the Closing. No Buyer Party any Licensing Affiliate has received notice of any investigation or review by any Governmental Entity under any Gaming Law Authority with respect to such Buyer Party or Buyer, any of its Licensing Affiliates Affiliates, or any of their respective officers, directors, key employees or Persons performing management functions similar to an officer, that is pending, and and, to the knowledge of the Buyer, (i) no investigation or review is threatened, nor (ii) has any Governmental Entity Gaming Authority indicated any intention to conduct the same. Other than routine matters in connection with the updating of Licensing Affiliates’ disclosure obligations in the State of Nevada, other than those neither Buyer, nor, to the outcome knowledge of Buyer, any Licensed Party or director, officer, key employee or partner of a Licensed Party has (i) received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of, any Gaming Laws which did or would not be reasonably likely to materially impair result in fines or materially delay the Closingpenalties of $50,000 or more, or (ii) suffered a suspension or revocation of any Buyer Permit.

Compliance with Gaming Laws. Mall II Owner acknowledges that H/C II Owner and Affiliates of H/C II Owner are businesses that are or may be subject to and exist because of privileged licenses issued by Gaming Authorities. Therefore, not less than thirty (a30) The Buyer Parties anddays prior to entering into any Proposed Lease, Mall II Owner shall notify H/C II Owner of its intention to Buyer’s knowledgeenter into such Proposed Lease. If the Proposed Tenant is a corporation, each of Mall II Owner shall require such Proposed Tenant to disclose to Mall II Owner and H/C II Owner the Licensed Parties, hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals names of all Governmental Entities, including under the Gaming Laws, necessary to conduct the business of its officers and operations of the Buyer Parties, each of which directors. Unless it is in full force and effect in all material respects (the “Buyer Permits”), except for such Buyer Permitsa publicly traded corporation on a national stock exchange, the failure of which Proposed Tenant shall disclose to hold would not, individually or Mall II Owner and H/C II Owner all direct and indirect ownership interests in the aggregateProposed Tenant and all lenders or sources of financing. If requested to do so by H/C II Owner, Mall II Owner shall require a Proposed Tenant to obtain any license, qualification, clearance or the like which shall be reasonably likely requested or required of any Proposed Tenant by any Gaming Authority or any regulatory authority having jurisdiction over H/C II Owner or any Affiliate of H/C II Owner. If a Proposed Tenant fails to materially impair satisfy such requirement or materially delay the Closing, and no event has occurred that permitsif H/C II Owner or any Affiliate of H/C II Owner is directed not to involve itself in business with a Proposed Tenant by any such authority, or upon the giving of notice or passage of time or both would permitif H/C II Owner shall in good faith determine, revocationin H/C II Owner's good-faith judgment, non-renewalthat a Proposed Tenant, modification, suspension, limitation or termination of any Buyer Permit that currently is in effect, other than such Buyer Permits the revocation, non-renewal, modification, suspension, limitation or termination of which, either individually or in the aggregate, would be reasonably likely to materially impair or materially delay the Closing. The Buyer Parties, and to the knowledge of the Buyer, each of the Licensed Parties, is in compliance with the terms of the Buyer Permits, except for such failures to comply that, individually or in the aggregate, would not be reasonably likely to materially impair or materially delay the Closing. No Buyer Party has received notice of any investigation or review by any Governmental Entity under any Gaming Law with respect to such Buyer Party or any of its Licensing Affiliates that officers, directors, employees, agents, designees or representatives, or a partner, owner, member, or shareholder, or any lender or financial participant (a) is pendingor might be engaged in, and or is about to the knowledge of the Buyerbe engaged in, no investigation any activity or review activities, or (b) was or is threatenedinvolved in any relationship, nor has any Governmental Entity indicated any intention to conduct the same, other than those the outcome either of which would could or does jeopardize H/C II Owner's business, reputation or such licenses, or those of its Affiliates, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, then Mall II Owner, at H/C II Owner's direction, shall not enter into the Proposed Lease with the Proposed Tenant. Any Lease entered into in violation of this Section C.10 of Article IV shall be reasonably likely to materially impair or materially delay the Closingdeemed null and void and of no force and effect.

Compliance with Gaming Laws. Mall I Owner acknowledges that H/C I Owner and Affiliates of H/C I Owner are businesses that are or may be subject to and exist because of privileged licenses issued by Gaming Authorities. Therefore, not less than thirty (a30) The Buyer Parties anddays prior to entering into any Lease (a "Proposed Lease"), Mall I Owner shall notify H/C I Owner of its intention to Buyer’s knowledgeenter into such Proposed Lease. If the tenant under such Proposed Lease (the "Proposed Tenant") is a corporation, each of Mall I Owner shall require such Proposed Tenant to disclose to Mall I Owner and H/C I Owner the Licensed Parties, hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals names of all Governmental Entities, including under the Gaming Laws, necessary to conduct the business of its officers and operations of the Buyer Parties, each of which directors. Unless it is in full force and effect in all material respects (the “Buyer Permits”), except for such Buyer Permitsa publicly traded corporation on a national stock exchange, the failure of which Proposed Tenant shall disclose to hold would not, individually or Mall I Owner and H/C I Owner all direct and indirect ownership interests in the aggregateProposed Tenant and all lenders or sources of financing. If requested to do so by H/C I Owner, Mall I Owner shall require a Proposed Tenant to obtain any license, qualification, clearance or the like which shall be reasonably likely requested or required of any Proposed Tenant by any Gaming Authority or any regulatory authority having jurisdiction over H/C I Owner or any Affiliate of H/C I Owner. If a Proposed Tenant fails to materially impair satisfy such requirement or materially delay the Closing, and no event has occurred that permitsif H/C I Owner or any Affiliate of H/C I Owner is directed not to involve itself in business with a Proposed Tenant by any such authority, or upon the giving of notice or passage of time or both would permitif H/C I Owner shall in good faith determine, revocationin H/C I Owner's good-faith judgment, non-renewalthat a Proposed Tenant, modification, suspension, limitation or termination of any Buyer Permit that currently is in effect, other than such Buyer Permits the revocation, non-renewal, modification, suspension, limitation or termination of which, either individually or in the aggregate, would be reasonably likely to materially impair or materially delay the Closing. The Buyer Parties, and to the knowledge of the Buyer, each of the Licensed Parties, is in compliance with the terms of the Buyer Permits, except for such failures to comply that, individually or in the aggregate, would not be reasonably likely to materially impair or materially delay the Closing. No Buyer Party has received notice of any investigation or review by any Governmental Entity under any Gaming Law with respect to such Buyer Party or any of its Licensing Affiliates that officers, directors, employees, agents, designees or representatives, or a partner, owner, member, or shareholder, or any lender or financial participant (a) is pendingor might be engaged in, and or is about to the knowledge of the Buyerbe engaged in, no investigation any activity or review activities, or (b) was or is threatenedinvolved in any relationship, nor has any Governmental Entity indicated any intention to conduct the same, other than those the outcome either of which would could or does jeopardize H/C I Owner's business, reputation or such licenses, or those of its Affiliates, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, then Mall I Owner, at H/C I Owner's direction, shall not enter into the Proposed Lease with the Proposed Tenant. Any Lease entered into in violation of this Section B.11 of Article IV shall be reasonably likely to materially impair or materially delay the Closingdeemed null and void and of no force and effect.

Compliance with Gaming Laws. Each Licensed Party and their respective directors, officers, key employees and Persons performing management functions similar to officers hold (aor are reasonably anticipated to obtain and hold prior to the Closing Date) The Buyer Parties and, to Buyer’s knowledge, each of the Licensed Parties, hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities, including under the Gaming Laws, Approvals necessary to conduct the business and operations of the Buyer Partiesand its Affiliates, each of which is (or will be on the Closing Date) in full force and effect in all material respects (the “Buyer Permits”)) and, except for such Buyer Permitsto the knowledge of Buyer, the failure of which to hold would not, individually or in the aggregate, be reasonably likely to materially impair or materially delay the Closing, and no event has occurred that which permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Buyer Permit that currently is in effect, other than such Buyer Permits the revocation, non-renewal, modification, suspension, limitation or termination of which, either individually or in the aggregate, would be reasonably likely to materially impair or materially delay the Closing. The Buyer PartiesEach Licensed Party, and to the knowledge of the Buyer’s knowledge, each of the Licensed Partiestheir respective directors, is officers, key employees and Persons performing management functions similar to officers are in compliance compliance, in all material respects, with the terms of the Buyer Permits. Except as set forth in Section 5.5 of the Buyer Disclosure Letter, except for such failures neither Buyer nor, to comply thatthe knowledge of Buyer, individually or in the aggregate, would not be reasonably likely to materially impair or materially delay the Closing. No Buyer Party any Licensing Affiliate has received notice of any investigation or review by any Governmental Entity under any Gaming Law Authority with respect to such Buyer Party or Buyer, any of its Licensing Affiliates Affiliates, or any of their respective officers, directors, key employees or Persons performing management functions similar to an officer, that is pending, and and, to the knowledge of the Buyer, (i) no investigation or review is threatened, nor (ii) has any Governmental Entity Gaming Authority indicated any intention to conduct the same. Neither Buyer, other than those nor, to the outcome knowledge of Buyer, any of its Licensing Affiliates or director, officer, key employee or partner of a Licensed Party has (i) received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of any Gaming Laws which did or would not be reasonably likely to materially impair result in fines or materially delay the Closingpenalties of $50,000 or more, or (ii) suffered a suspension or revocation of any Buyer Permit.