Common use of GAMING PROBLEM Clause in Contracts

GAMING PROBLEM. In the event the Managing Member or Board shall determine that a Gaming Problem exists, then the Company shall provide written notice to the applicable Member of the Company, requesting that such Person immediately eliminate the Gaming Problem; and (i) if the Gaming Problem is caused by a manager, director, officer, or trustee of such Member or by a representative of the Company appointed by such Member, and if the Managing Member determines in his discretion that no other satisfactory solution is available, the Member shall terminate the employment of such Person and remove him or her from his position as such, and (ii) if the Gaming Problem is caused by a member, shareholder, partner or beneficiary of such Member, and if the Managing Member determines in his discretion that no other satisfactory solution is available, such Member may purchase such Person's ownership or other interest in such Member or otherwise cause such Person to divest itself of its interest; or (b) after providing the applicable Member with 30 days to eliminate the Gaming Problem, the Company shall redeem or have another Person or Persons purchase all of the Shares held or owned by such Member at a redemption price equal to (i) the price dictated by the applicable Gaming Laws, or (ii) if the price is not dictated by the applicable Gaming Laws, the fair market value of such Shares, as (A) negotiated by the Company and the applicable Member, or (B) if the price cannot be negotiated, then the price determined by an Independent Qualified Appraiser. Subject to the applicable Gaming Laws, the foregoing right of redemption shall be exercised upon 20 days' prior written notice to the applicable Member. On and after the date set forth in such notice as the date of redemption, all rights of such Member as a Member of the Company shall cease and terminate and such Member's Shares shall no longer be deemed outstanding. If a Member is obligated under this Section 12.3 to sell its Interest, the Managing Member may in its sole discretion allow such Member to sell some or all of its Shares to a Person who is a Prohibited Transferee because such Person is an owner, operator, or manager of, or Person primarily engaged in the business of owning or operating, a hotel, casino, or an internet gaming site. ARTICLE

GAMING PROBLEM. (a) In the event the Managing Member or Board shall determine determines that a Gaming Problem exists, then the Company shall provide written notice to the applicable Member of the Company, requesting that such Person immediately eliminate the Gaming Problem; and (i) (x) if the Gaming Problem is caused by a manager, director, officer, or trustee of such Member or by a representative director of the Company appointed by such Member, and if the Managing Member Board determines in his its discretion that no other satisfactory solution is available, the Member shall terminate the employment of such Person and remove him or her from his position as such, and (iiy) if the Gaming Problem is caused by a member, shareholder, partner partner, beneficiary, or beneficiary other owner of such Member or a Related Party of such Member, and if the Managing Member Board determines in his its discretion that no other satisfactory solution is available, such Member may shall be required to purchase such Person's ’s ownership or other interest in such Member or Related Party or otherwise cause such Person to divest itself of its interest; or (bii) if, after providing the applicable Member with 30 days to eliminate the Gaming Problem, such Gaming Problem continues to exist, then the Company shall redeem or have another Person or Persons purchase all of the Shares interests held or owned by such Member at a redemption or purchase price equal to (ix) the price dictated by the applicable Gaming Laws, or (iiy) if the price is not dictated by the applicable Gaming Laws, the fair market value of such Sharesinterests, as (A) negotiated by the Company and the applicable Member, or (B) if the price cannot be negotiated, then the price determined by an Independent Qualified Appraiser. At the option of the Company, such price may be paid by an unsecured promissory note, with principal and interest payable on a fully amortizing, monthly basis over thirty-six (36) months, with interest, compounded annually, at a rate per annum equal to the Prime Rate (as of the time such promissory note is issued) (the agreement to pay interest hereunder on such note is expressly limited so that in no contingency or event whatsoever shall the amount paid or agreed to be paid to the applicable Member exceed the highest lawful rate under applicable usury laws). Subject to the applicable Gaming Laws, the foregoing right of redemption or purchase shall be exercised upon 20 days' ’ prior written notice to the applicable Member. On and after the date set forth in such notice as the date of redemptionredemption or purchase, all rights of such Member as a Member member of the Company shall cease and terminate and such Member's Shares ’s interests in the Company shall no longer be deemed outstanding. If . (b) Notwithstanding Section 9.2(a)(ii): (i) In the event that Pinnacle is the Member with respect to which a Gaming Problem exists, Pinnacle shall be required to take steps that, to the maximum extent possible, are consistent with those that would be required to be taken by any other Member under Section 9.2(a)(i); and (ii) So long as Pinnacle commences resolution of such Gaming Problem within 30 days after receiving notice from the applicable Gaming Authority that such Gaming Problem is unable to be resolved as a result of the procedures set forth in Section 9.2(a)(i), Pinnacle and the other Members shall, to the maximum extent permitted by applicable Gaming Laws, cooperate in good faith to find a resolution that has the least adverse effect on Pinnacle’s rights as a Member is obligated hereunder and on the rights of Pinnacle or its Affiliate under this Section 12.3 to sell its Interest, the Managing Member may in its sole discretion allow such Member to sell some or all of its Shares to a Person who is a Prohibited Transferee because such Person is an owner, operator, or manager of, or Person primarily engaged in the business of owning or operating, a hotel, casino, or an internet gaming site. ARTICLEProject Management Agreement.