Common use of Compliance with Gaming Laws Clause in Contracts

Compliance with Gaming Laws. (a) Each of the Licensed Parties, and to Parent’s knowledge, each of the Licensed Parties’ directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officers, partners, or managers, holds all Gaming Approvals and all such Permits as are necessary to conduct the business and operations of the Licensed Parties as currently conducted, each of which is in full force and effect in all material respects (the “Parent Permits”), and no event has occurred 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 Parent Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to materially impair or delay the Closing. Each of the Licensed Parties, and to the knowledge of Parent, each of the Licensed Parties’ respective directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officers, partners, or managers (collectively, “Management Principals”), is in compliance with the terms of the Parent Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to materially impair or delay the Closing. No Parent Entity, nor any of their respective Licensing Affiliates has received notice of any investigation or review by any Gaming Authority or other Governmental Entity with respect to any Parent Entity, or any of their respective Licensing Affiliates or Management Principals that is pending, and, to the knowledge of Parent, no investigation or review is threatened, nor has any Gaming Authority or other Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not impair or delay the Closing.

Compliance with Gaming Laws. (a) Each of the Parent Licensed Parties, and to Parent’s knowledge, each of the Parent Licensed Parties’ directors, officers, partners, managers, members, key employees members and Persons performing management functions similar to those performed by officers, partnerspartners or managers (collectively, or managers“Parent Management Principals”), holds all Gaming Approvals and all such Permits as are necessary to conduct the business and operations of the Parent Licensed Parties as currently conducted, each of which is in full force and effect in all material respects (the “Parent Permits”)respects, and no event has occurred 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 Parent Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to materially impair or delay the Closing. Each of the Licensed Parties, and to the knowledge of have a Material Adverse Effect on Parent, each of the Licensed Parties’ respective directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officers, partners, or managers (collectively, “Management Principals”), is in compliance with the terms of the Parent Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to materially impair or delay the Closing. No Parent Entity, nor any of their respective Parent Licensing Affiliates Affiliates, has received notice of any investigation or review by any Gaming Authority or other Governmental Entity with respect to any Parent Entity, or any of their respective Parent Licensing Affiliates or Parent Management Principals that is pending, and, to the knowledge of Parent, no investigation or review is threatened, nor has any Gaming Authority or other Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not impair or delay the Closingreasonably be likely to have a Material Adverse Effect on Parent.

Compliance with Gaming Laws. (a) Each of the MTR Licensed Parties, and to ParentMTR’s knowledge, each of the MTR Licensed Parties’ directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officers, partners, or managers, holds all Gaming Approvals and all such Permits as are necessary to conduct the business and operations of the MTR Licensed Parties as currently conducted, each of which is in full force and effect in all material respects (the “Parent Permits”)respects, and no event has occurred 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 Parent Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to materially impair or delay the Closing. Each of the MTR Licensed Parties, and to the knowledge of ParentMTR, each of the MTR Licensed Parties’ respective directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officers, partners, or managers (collectively, “MTR Management Principals”), is in compliance with the terms of the Parent such Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to materially impair or delay the Closing. No Parent MTR Entity, nor any of their respective MTR Licensing Affiliates Affiliates, has received notice of any investigation or review by any Gaming Authority or other Governmental Entity with respect to any Parent MTR Entity, or any of their respective MTR Licensing Affiliates or MTR Management Principals that is pending, and, to the knowledge of ParentMTR, no investigation or review is threatened, nor has any Gaming Authority or other Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not impair or delay the Closing.

Compliance with Gaming Laws. (a) Each of the Company Licensed Parties, and to Parentthe Company’s knowledge, each of the Company Licensed Parties’ directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officers, partners, or managers, holds all Gaming Approvals and all such Permits as are necessary to conduct the business and operations of the Company Licensed Parties as currently conducted, each of which is in full force and effect in all material respects (the “Parent Permits”)respects, and no event has occurred 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 Parent Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to materially impair or delay the Closing. Each of the Company Licensed Parties, and to the knowledge of Parentthe Company, each of the Company Licensed Parties’ respective directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officers, partners, or managers (collectively, “Company Management Principals”), is in compliance with the terms of the Parent such Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to materially impair or delay the Closing. No Parent EntityNone of the Company, nor SLJV or any of their respective Subsidiaries, or any of their respective Company Licensing Affiliates Affiliates, has received notice of any investigation or review by any Gaming Authority or other Governmental Entity with respect to any Parent Entitythe Company, SLJV, their respective Subsidiaries, or any of their respective Company Licensing Affiliates or Company Management Principals that is pending, and, to the knowledge of Parentthe Company, no investigation or review is threatened, nor has any Gaming Authority or other Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not impair or delay the Closing.

Compliance with Gaming Laws. (a) Each of the Parent Licensed Parties, and to Parent’s knowledge, each of the Parent Licensed Parties’ respective directors, officers, managers, partners, managersmembers, membersprincipals, key employees and Persons performing management functions similar to those performed by officers, partners, or managersmanagers (collectively, “Parent Management Principals”), holds all Gaming Approvals and all such Permits as are necessary to conduct the business and operations of the Parent Licensed Parties as currently conducted, each of which is in full force and effect in all material respects (the “Parent Permits”)respects, and no event has occurred 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 Parent Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to materially impair or delay the Closing. Each of the Parent Licensed Parties, and to the knowledge of Parent, each of the Parent Licensed Parties’ respective directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officers, partners, or managers (collectively, “Parent Management Principals”), is in compliance with the terms of the Parent such Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to materially impair or delay the Closing. No None of Parent Entityor its Subsidiaries, nor or any of their respective Parent Licensing Affiliates Affiliates, has received notice of any investigation or review by any Gaming Authority or other Governmental Entity Authority with respect to any Parent EntityParent, its Subsidiaries, or any of their respective Parent Licensing Affiliates or Parent Management Principals that is pending, and, to the knowledge of Parent, 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 impair or delay the Closing.

Compliance with Gaming Laws. (a) Each The Company and each Subsidiary of the Company that is licensed or holds any Gaming Approvals (collectively, the “Company Licensed Parties”), and and, to Parent’s knowledgethe Knowledge of the Company, each of the Company Licensed Parties’ directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officers, partners, or managersmanagers (collectively, holds “Company Management Principals”), hold all material Gaming Approvals and all such Permits as that are necessary to conduct the business and operations of the Company Licensed Parties in all material respects as currently conducted, each of which is in full force and effect in all material respects (the “Parent Permits”)respects, and no event has occurred which permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension, limitation limitation, or termination of any Parent Permit Gaming Approval that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely expected to materially impair or delay have a Company Material Adverse Effect. Neither the Closing. Each of the Licensed Parties, and to the knowledge of Parent, each of the Licensed Parties’ respective directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officers, partners, or managers (collectively, “Management Principals”), is in compliance with the terms of the Parent Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to materially impair or delay the Closing. No Parent EntityCompany, nor any of their respective Licensing Affiliates other Company Licensed Party, has received written or, to the Knowledge of the Company, oral notice of any material investigation or review by any Gaming Authority or other Governmental Entity with respect to any Parent Entity, the Company Licensed Parties or any of their respective Licensing Affiliates or Company Management Principals that is pending or is reasonably expected to become pending. To the Knowledge of the Company, and, there are no facts which if known to the knowledge of Parent, no investigation or review is threatened, nor has any Gaming Authority could reasonably be expected to result in (a) the revocation, limitation, or suspension of a Gaming Approval or other Governmental Entity indicated any intention to conduct license, finding of suitability, registration, permit, or approval of the sameCompany Licensed Parties or Company Management Principals, other than those or (b) the outcome imposition of which would not impair a material monetary fine or delay the Closingpenalty.

Compliance with Gaming Laws. (a) Each of the Licensed PartiesBuyer and, and to ParentBuyer’s knowledge, each of the Licensed Parties’ directors, officershold all permits, partnersregistrations, managersfindings of suitability, memberslicenses, key employees variances, exemptions, certificates of occupancy, orders and Persons performing management functions similar to those performed by officersapprovals of all Governmental Entities, partnersincluding under the Gaming Laws, or managers, holds all Gaming Approvals and all such Permits as are necessary to conduct the business and operations of the Licensed Parties as currently conductedBuyer, each of which is in full force and effect in all material respects (the “Parent 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 which 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 Parent Buyer Permit that currently is in effect, other than such Buyer Permits the loss 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. Each of the Licensed Parties, Buyer and to the knowledge of Parent, each of the Licensed Parties’ respective directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officers, partners, or managers (collectively, “Management Principals”), Parties is in compliance with the terms of the Parent Buyer Permits, except for such failures to comply which would notthat, individually or in the aggregate, would not be reasonably likely to materially impair or materially delay the Closing. No Parent EntityNeither Buyer nor to Buyer’s knowledge, nor any of their respective Licensing Affiliates Party, has received notice of any investigation or review by any Gaming Authority or other Governmental Entity under any Gaming Law with respect to any Parent Entity, Buyer or any of their respective its Licensing Affiliates or Management Principals that is pending, and, and to the knowledge of ParentBuyer, no investigation or review is threatened, nor has any Gaming Authority or other 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) Each of the Licensed Parties, and to Parent’s Buyer's knowledge, each of the Licensed Parties’ Parties directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officersofficers and partners hold all permits, partnersregistrations, or managersfindings of suitability, holds licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities under the Gaming Approvals and all such Permits as are Laws necessary to conduct the business and operations of the Licensed Parties as currently conductedParties, each of which is in full force and effect in all material respects (the “Parent "Buyer Permits”), ") and no event has occurred 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 Parent Buyer Permit that currently is in effect, effect the loss of whichwhich either, either individually or in the aggregate, would not be reasonably likely to materially impair or delay the Closing. Each of the Licensed Parties, and to the knowledge of ParentBuyer's knowledge, each of the Licensed Parties’ respective Parties directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officers, partners, or managers (collectively, “Management Principals”), is officers and partners are in compliance with the terms of the Parent Buyer Permits, except for such failures to comply comply, which singly or in the aggregate, would not, individually or in the aggregate, be reasonably likely to materially impair or delay the Closing. No Parent Entity, Neither Buyer nor any of their respective its Licensing Affiliates has received notice of any investigation or review by any Gaming Authority or other Governmental Entity under any Gaming Law with respect to any Parent Entity, Buyer or any of their respective its Licensing Affiliates or Management Principals that is pending, and, to the knowledge of ParentBuyer, no investigation or review is threatened, nor has any Gaming Authority or other Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not impair or delay the Closing.

Compliance with Gaming Laws. (a) Each of the Licensed Parties, and to ParentBuyer’s knowledge, each of the Licensed Parties’ Parties directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officersofficers and partners hold all permits, partnersregistrations, or managersfindings of suitability, holds licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities under the Gaming Approvals and all such Permits as are Laws necessary to conduct the business and operations of the Licensed Parties as currently conductedParties, each of which is in full force and effect in all material respects (the “Parent Buyer Permits”), ) and no event has occurred 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 Parent Buyer Permit that currently is in effect, effect the loss of whichwhich either, either individually or in the aggregate, would not be reasonably likely to materially impair or delay the Closing. Each of the Licensed Parties, and to the knowledge of ParentBuyer’s knowledge, each of the Licensed Parties’ respective Parties directors, officers, partners, managers, members, key employees and Persons performing management functions similar to those performed by officers, partners, or managers (collectively, “Management Principals”), is officers and partners are in compliance with the terms of the Parent Buyer Permits, except for such failures to comply comply, which singly or in the aggregate, would not, individually or in the aggregate, be reasonably likely to materially impair or delay the Closing. No Parent Entity, Neither Buyer nor any of their respective its Licensing Affiliates has received notice of any investigation or review by any Gaming Authority or other Governmental Entity under any Gaming Law with respect to any Parent Entity, Buyer or any of their respective its Licensing Affiliates or Management Principals that is pending, and, to the knowledge of ParentBuyer, no investigation or review is threatened, nor has any Gaming Authority or other Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not impair or delay the Closing.