Common use of Impermissible Transactions Clause in Contracts

Impermissible Transactions. (i) If within sixty (60) days of receipt of the Property Package Request, Owner in good faith determines that (after having used commercially reasonable efforts to resolve such circumstances), either (1) the Property is (and will be) subject to a Debt Limitation that cannot be waived or otherwise amended in a manner that would permit the exercise of the Call Right, (2) the consummation of the Call Right will (in Owner’s good faith opinion) not be approved by the applicable Gaming Authorities (or will otherwise not comply with applicable laws and regulations), or (3) the Property is not (and will not be) for any other reason able to be timely delivered pursuant to the exercise of the Call Right (any such event or circumstance being referred to as an “Impermissible Transaction”), then Owner shall notify Propco thereof within such 60-day period (such notice, a “Notice of Impermissibility”). Any Notice of Impermissibility shall specify the actions taken by Owner in determining whether the exercise of the Call Right would be an Impermissible Transaction, a detailed description of the circumstances giving rise to such determination, and the commercially reasonable efforts undertaken to resolve such circumstances. In the event that Owner delivers a Notice of Impermissibility, Owner may simultaneously with the delivery thereof propose in good faith one or more replacement properties and the material transaction terms for the purchase and lease of such properties (the “Owner Proposal”). If Owner makes an Owner Proposal, Propco shall make a commercially reasonable determination of whether the Owner Proposal constitutes a Qualifying Proposal. If the Owner Proposal is a Qualifying Proposal, the Parties shall proceed with the transaction reflected in the Owner Proposal on the terms otherwise set forth herein. If Owner does not, simultaneously with the Notice of Impermissibility, make an Owner Proposal, or makes an Owner Proposal that is not a Qualifying Proposal, then Section 2(d)(ii) below shall apply. Any dispute as to whether the exercise of the Call Right would be an Impermissible Transaction, or whether an Owner Proposal is a Qualifying Proposal, shall be resolved pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof.

Impermissible Transactions. (i) If within sixty (60) days of receipt of the Property Package Request, Owner in good faith determines that (after having used commercially reasonable efforts to resolve such circumstances), either (1) the Property is (and will be) subject to a Debt Limitation that cannot be waived or otherwise amended in a manner that would permit the exercise of the Call RightRight , (2) the consummation of the Call Right will (in Owner’s good faith opinion) not be approved by the applicable Gaming Authorities (or will otherwise not comply with applicable laws and regulations), or (3) the Property is not (and will not be) for any other reason able to be timely delivered pursuant to the exercise of the Call Right (including due to the failure of Landlord and the City Council (each as defined in the Ground Lease) to consent to the assignment of the Ground Lease to Propco) (any such event or circumstance being referred to as an “Impermissible Transaction”), then Owner shall notify Propco thereof within such 60-day period (such notice, a “Notice of Impermissibility”). Any Notice of Impermissibility shall specify the actions taken by Owner in determining whether the exercise of the Call Right would be an Impermissible Transaction, a detailed description of the circumstances giving rise to such determination, and the commercially reasonable efforts undertaken to resolve such circumstances. In the event that Owner delivers a Notice of Impermissibility, Owner may simultaneously with the delivery thereof propose in good faith one or more replacement properties and the material transaction terms for the purchase and lease of such properties (the “Owner Proposal”). If Owner makes an Owner Proposal, Propco shall make a commercially reasonable determination of whether the Owner Proposal constitutes a Qualifying Proposal. If the Owner Proposal is a Qualifying Proposal, the Parties shall proceed with the transaction reflected in the Owner Proposal on the terms otherwise set forth herein. If Owner does not, simultaneously with the Notice of Impermissibility, make an Owner Proposal, or makes an Owner Proposal that is not a Qualifying Proposal, then Section 2(d)(ii) below shall apply. Any dispute as to whether the exercise of the Call Right would be an Impermissible Transaction, or whether an Owner Proposal is a Qualifying Proposal, shall be resolved pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof.

Impermissible Transactions. (i) If within sixty (60) days of receipt of the Property Package Request, Owner in good faith determines that (after having used commercially reasonable efforts to resolve such circumstances), either (1) the Property is (and will be) subject to a Debt Limitation that cannot be waived or otherwise amended in a manner that would permit the exercise of the Call Right, (2) the consummation of the Call Right will (in Owner’s good faith opinion) not be approved by the applicable Gaming Authorities (or will otherwise not comply with applicable laws and regulations), or (3) the Property is not (and will not be) for any other reason able to be timely delivered pursuant to the exercise of the Call Right (including due to the failure of Landlord and the City Council (each as defined in the Ground Lease) to consent to the assignment of the Ground Lease to Propco) (any such event or circumstance being referred to as an “Impermissible Transaction”), then Owner shall notify Propco thereof within such 60-day period (such notice, a “Notice of Impermissibility”). Any Notice of Impermissibility shall specify the actions taken by Owner in determining whether the exercise of the Call Right would be an Impermissible Transaction, a detailed description of the circumstances giving rise to such determination, and the commercially reasonable efforts undertaken to resolve such circumstances. In the event that Owner delivers a Notice of Impermissibility, Owner may simultaneously with the delivery thereof propose in good faith one or more replacement properties and the material transaction terms for the purchase and lease of such properties (the “Owner Proposal”). If Owner makes an Owner Proposal, Propco shall make a commercially reasonable determination of whether the Owner Proposal constitutes a Qualifying Proposal. If the Owner Proposal is a Qualifying Proposal, the Parties shall proceed with the transaction reflected in the Owner Proposal on the terms otherwise set forth herein. If Owner does not, simultaneously with the Notice of Impermissibility, make an Owner Proposal, or makes an Owner Proposal that is not a Qualifying Proposal, then Section 2(d)(ii) below shall apply. Any dispute as to whether the exercise of the Call Right would be an Impermissible Transaction, or whether an Owner Proposal is a Qualifying Proposal, shall be resolved pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof.

Impermissible Transactions. (i) If upon within sixty (60) days of receipt of the Property Package Request, Owner in (1) believesin good faith determines that (after having used commercially reasonable efforts to resolve such circumstances), either (1) the Property is (and will be) subject to a Debt Limitation that cannot be waived or otherwise amended in a manner that would permit the exercise of the Call Right, (2) believes that the consummation of the Call Right will (in Owner’s good faith opinion) not be approved by the applicable Gaming Authorities (or will otherwise not comply with applicable laws and regulations,), or (3) the Property is not (and will not be) for any other reason able to be timely delivered pursuant to the exercise of the Call Right (any such event or circumstance being referred to as an “Impermissible Transaction”), then Owner shall notify Propco thereof within such ten (10) Business Days of Owner’s receiptsuch 60-day period (such notice, a “Notice of Impermissibility”). Any Notice of Impermissibility shall specify the actions taken by Owner in determining whether the exercise of the Call Right would be an Impermissible Transaction, a detailed description of the circumstances giving rise to such determination, and the commercially reasonable efforts undertaken to resolve such circumstances. In the event that Owner delivers a Notice of Impermissibility, Owner may simultaneously with the delivery thereof propose in good faith one or more replacement properties and the material transaction terms for the purchase and lease of such properties (the “Owner Proposal”). If Owner makes an Owner Proposal, Propco shall make a commercially reasonable determination of whether 11 Note that additional back-up items will also be added to this section, depending on how the Purchase Price and Property Lease Rent are to be determined. the Owner Proposal constitutes a Qualifying Proposal. If the Owner Proposal is a Qualifying Proposal, the Parties shall proceed with the transaction reflected in the Owner Proposal on the terms otherwise set forth herein. If Owner does not, simultaneously with the Notice of Impermissibility, make an Owner Proposal, or makes an Owner Proposal that is not a Qualifying Proposal, then Section 2(d)(ii) below shall apply. Any dispute as to whether the exercise of the Call Right would be an Impermissible Transaction, or whether an Owner Proposal is a Qualifying Proposal, shall be resolved pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof.

Impermissible Transactions. (i) If within sixty (60) days of receipt of the Property Package Request, Owner in good faith determines that (after having used commercially reasonable efforts to resolve such circumstances), either (1) the Property is (and will be) subject to a Debt Limitation that cannot be waived or otherwise amended in a manner that would permit the exercise of the Call RightRight to consent to the assignment of the Ground Lease to Propco), (2) the consummation of the Call Right will (in Owner’s good faith opinion) not be approved by the applicable Gaming Authorities (or will otherwise not comply with applicable laws and regulations), or (3) the Property is not (and will not be) for any other reason able to be timely delivered pursuant to the exercise of the Call Right (including due to the failure of Landlord and the City Council (each as defined in the Ground Lease) (any such event or circumstance being referred to as an “Impermissible Transaction”), then Owner shall notify Propco thereof within such 60-day period (such notice, a “Notice of Impermissibility”). Any Notice of Impermissibility shall specify the actions taken by Owner in determining whether the exercise of the Call Right would be an Impermissible Transaction, a detailed description of the circumstances giving rise to such determination, and the commercially reasonable efforts undertaken to resolve such circumstances. In the event that Owner delivers a Notice of Impermissibility, Owner may simultaneously with the delivery thereof propose in good faith one or more replacement properties and the material transaction terms for the purchase and lease of such properties (the “Owner Proposal”). If Owner makes an Owner Proposal, Propco shall make a commercially reasonable determination of whether the Owner Proposal constitutes a Qualifying Proposal. If the Owner Proposal is a Qualifying Proposal, the Parties shall proceed with the transaction reflected in the Owner Proposal on the terms otherwise set forth herein. If Owner does not, simultaneously with the Notice of Impermissibility, make an Owner Proposal, or makes an Owner Proposal that is not a Qualifying Proposal, then Section 2(d)(ii) below shall apply. Any dispute as to whether the exercise of the Call Right would be an Impermissible Transaction, or whether an Owner Proposal is a Qualifying Proposal, shall be resolved pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof.