Licensability. None of Parent, Merger Sub, any of their respective officers, directors, partners, managers, members, principals or Affiliates which may reasonably be considered in the process of determining the suitability of Parent and Merger Sub for a Gaming Approval by a Gaming Authority, or any holders of Parent’s capital stock or other equity interests who will be required to be licensed or found suitable under applicable Gaming Laws (the foregoing persons collectively, the “Licensing Affiliates”), has ever abandoned or withdrawn (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial, suspension or revocation) or been denied or had suspended or revoked a Gaming Approval, or an application for a Gaming Approval, by a Gaming Authority. Parent, Merger Sub and each of their respective Licensing Affiliates which is licensed or holds any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Licensed Parties”) is in good standing in each of the jurisdictions in which such Licensed Party owns, operates, or manages gaming facilities. To the knowledge of Parent, there are no facts which, if known to any Gaming Authority, would be reasonably likely to (i) result in the denial, revocation, limitation or suspension of a Gaming Approval of any of the Licensed Parties or (ii) result in a negative outcome to any finding of suitability proceedings of any of the Licensed Parties currently pending, or under the licensing, suitability, registration or approval proceedings necessary for the consummation of the Merger.
Licensability. None of the Company, any of its Subsidiaries or any of their respective officers, directors, partners, managers, members, principals or Affiliates which may reasonably be considered in the process of determining the suitability of the Company or any of its Subsidiaries for a Gaming Approval by a Gaming Authority, or any holders of shares in the capital of the Company or other equity or voting interest in the Company who will be required to be licensed or found suitable under applicable Gaming Laws (the foregoing persons collectively, the “Licensing Affiliates”), has ever abandoned or withdrawn with prejudice (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial, suspension or revocation) or been denied or had suspended or revoked a Gaming Approval, or an application for a Gaming Approval, by a Gaming Authority, except where such denial was the result of a competitive process for a single or limited number of available Gaming Approvals. The Company, its Subsidiaries and each of their respective Licensing Affiliates which is licensed or holds any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Licensed Parties”) is in good standing in each of the jurisdictions in which such Licensed Party owns, operates, or manages gaming facilities. To the knowledge of the Company, there are no facts which, if known to any Gaming Authority, would be reasonably likely to (i) result in the denial, revocation, limitation or suspension of a Gaming Approval of any of the Licensed Parties or (ii) result in a negative outcome to any finding of suitability proceedings of any of the Licensed Parties currently pending, or under the licensing, suitability, registration or approval proceedings necessary for the consummation of the transactions contemplated hereby. Neither the Company nor, to the Company’s Knowledge, any of its Licensing Affiliates has received notice of any investigation or review by any Governmental Authority under any Gaming Law with respect to the Company or any of its Licensing Affiliates that is pending, and, to the Company’s Knowledge, no investigation or review is threatened, nor has any Governmental Authority indicated in writing any intention to conduct the same, other than, in each case, in connection with ordinary course investigations.
Licensability. None of the Company, any of its Subsidiaries, any of their respective officers, directors, partners, managers, members, principals or Affiliates that will be included in the process of determining the suitability of the Company for a Gaming Approval by a Gaming Authority, or, to the Company’s knowledge, any holders of the Company’s capital stock or other equity interests who will be required to be licensed or found suitable under applicable Gaming Laws (the foregoing Persons collectively, the “Company Licensing Affiliates”), has ever abandoned or withdrawn (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial, suspension or revocation) or been denied or had suspended or revoked a Gaming Approval, or an application for a Gaming Approval, by a Gaming Authority. The Company, its Subsidiaries, and each of their respective Company Licensing Affiliates which is licensed or holds any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Company Licensed Parties”) is in good standing in each of the jurisdictions in which such Company Licensed Party owns, operates, or manages gaming facilities. To the Company’s knowledge, there are no facts which, if known to any Gaming Authority, would be reasonably likely to (i) result in the denial, revocation, limitation or suspension of a Gaming Approval of any of the Company Licensed Parties or (ii) result in a negative outcome to any finding of suitability proceedings of any of the Company Licensed Parties currently pending, or under the suitability proceedings necessary for the consummation of the Mergers.
Licensability. To the knowledge of Parent, there are no facts which, if known to any Gaming Authority, would be reasonably likely to (i) result in the denial, revocation, limitation or suspension of a Gaming Approval of any of Parent, its Subsidiaries and each of their respective officers, directors, partners, managers, members, principals or Affiliates which may reasonably be considered in the process of determining the suitability of the Parent or any of its Subsidiaries for a Gaming Approval by a Gaming Authority, or any holders of shares in the capital of the Parent or other equity or voting interest in the Parent who will be required to be licensed or found suitable under applicable Gaming Laws (the foregoing persons collectively, the “Parent Licensing Affiliates”), in each case which is licensed or holds any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Parent Licensed Parties”) or (ii) result in a negative outcome to any finding of suitability proceedings of any of the Parent Licensed Parties currently pending, or under the licensing, suitability, registration or approval proceedings necessary for the consummation of the transactions contemplated hereby. Neither the Parent nor, to the Parent’s Knowledge, any of its Parent Licensing Affiliates has received notice of any investigation or review by any Governmental Authority under any Gaming Law with respect to the Parent or any of its Parent Licensing Affiliates that is pending, and, to the Parent’s Knowledge, no investigation or review is threatened, nor has any Governmental Authority indicated in writing any intention to conduct the same, other than, in each case, in connection with ordinary course investigations or except which would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated hereby.
Licensability. Neither Buyer, nor any of its officers, directors, principals or Affiliates which may reasonably be considered in the process of determining the suitability of Buyer (any such Persons, the “Licensing Affiliates”) has ever been denied, or had revoked, a gaming license by a Governmental Entity or Gaming Authority. Buyer and each of its Licensing Affiliates which are licensed (collectively, the “Licensed Parties”) are in good standing in each of the jurisdictions in which the Licensed Parties owns or operates gaming facilities. There are no facts, which if known to the regulators under the Gaming Laws, that would (a) be reasonably likely to result in the denial, revocation, limitation or suspension of a gaming license or (b) result in a negative outcome to any finding of suitability proceedings currently pending, or under the suitability proceedings necessary for the consummation of this Agreement.
Licensability. None of MTR, any of its Subsidiaries, any of their respective officers, directors, partners, managers, members, principals or Affiliates which may reasonably be considered in the process of determining the suitability of the MTR Entities for a Gaming Approval by a Gaming Authority, or, to MTR’s knowledge, any holders of MTR’s capital stock or other equity interests who will be required to be licensed or found suitable under applicable Gaming Laws (the foregoing Persons collectively, the “MTR Licensing Affiliates”), has ever abandoned or withdrawn (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial, suspension or revocation) or been denied or had suspended or revoked a Gaming Approval, or an application for a Gaming Approval, by a Gaming Authority. MTR, its Subsidiaries, and each of their respective MTR Licensing Affiliates which is licensed or holds any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “MTR Licensed Parties”) is in good standing in each of the jurisdictions in which such MTR Licensed Party owns, operates, or manages gaming facilities. To MTR’s knowledge, there are no facts which, if known to any Gaming Authority, would be reasonably likely to (i) result in the denial, revocation, limitation or suspension of a Gaming Approval of any of the MTR Licensed Parties or (ii) result in a negative outcome to any finding of suitability proceedings of any of the MTR Licensed Parties currently pending, or under the suitability proceedings necessary for the consummation of the Mergers.
Licensability. Neither Buyer, nor any of its Affiliates, officers, directors key employees or persons performing management functions similar to officers and partners that may reasonably be considered in the process of determining the suitability of Buyer (any such Persons, including Buyer, the “Licensing Affiliates”) has had an application for a Gaming Approval denied, terminated, suspended, limited, revoked or withdrawn by a Governmental Entity or Gaming Authority within the last five (5) years. Buyer and each of its Licensing Affiliates that are licensed (collectively, the “Licensed Parties”) are in good standing in each of the jurisdictions in which the Licensed Parties or their Affiliates own or operate gaming facilities. To Buyer’s knowledge, as of the date hereof there are no facts, that if known to a Gaming Authority would, under the Gaming Laws, (a) be reasonably likely to result in the denial, revocation, limitation or suspension of a gaming license or (b) result in a negative outcome to any finding of suitability proceedings currently pending, or under the suitability proceedings necessary for the consummation of this Agreement.
Licensability. Neither Buyers, nor any of their directors, managers, officers, principals, Affiliates and Persons performing management functions similar to officers, any such Persons (“Buyer Licensing Affiliates”) has ever abandoned or withdrawn (in each case, in response to a communication from a Gaming Authority regarding a likely or impending denial, nonrenewal, suspension or revocation) or been denied or had suspended or not renewed or revoked a Gaming Approval, or an application for a Gaming Approval by a Gaming Authority. Each Buyer and, to such Buyer’s knowledge, each of its Buyer Licensing Affiliates that are licensed or hold any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Licensed Parties”) are in good standing in each of the jurisdictions in which the Licensed Parties or the Buyer Licensing Affiliates own or operate gaming facilities. Except as set forth on Schedule 3.5, to Buyers’ knowledge, there are no facts, that if known to a Gaming Authority would, under the Gaming Laws, (a) be reasonably likely to result in the denial, revocation, limitation or suspension of a Gaming Approval of any of the Licensed Parties or (b) result in a negative outcome to any finding of suitability proceedings of any Licensed Parties pending as of the date hereof, or under the suitability proceedings necessary for the consummation of the transactions contemplated by this Agreement.
Licensability. No Buyer, nor any of their respective officers, directors, principals or Affiliates which may reasonably be considered in the process of determining the suitability of Buyers for a gaming license by a Gaming Authority (any such Persons, the “Licensing Affiliates”), has ever abandoned or withdrawn (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial or revocation) or been denied or had revoked a gaming license, or an application for a gaming license, by a Governmental Entity or Gaming Authority. Buyers and each of their respective Licensing Affiliates which is licensed (collectively, the “Licensed Parties”) is in good standing in each of the jurisdictions in which such Licensed Party owns or operates gaming facilities. To Buyers’ knowledge, there are no facts, which if known to the regulators under the Gaming Regulations, that would (a) be reasonably likely to result in the denial, revocation, limitation or suspension of a gaming license of any of the Licensed Parties or (b) result in a negative outcome to any finding of suitability proceedings of any of the Licensed Parties currently pending, or under the suitability proceedings necessary for the consummation of this Agreement.
Licensability. None of the Landcadia Parties nor any of their Representatives or Affiliates has ever been denied, or had revoked, a material gaming license or finding of suitability or has ever been found unsuitable or been disqualified by a Gaming Regulatory Authority or other Governmental Authority. To Landcadia’s knowledge, as of the Closing Date, following consultation with Landcadia’s legal and regulatory advisors, there are no facts which would (a) be reasonably likely to result in the denial, revocation, limitation or suspension of a material gaming license or other Gaming Approval held by or issued to any Landcadia Party or its Representatives or Affiliates, or (b) result in a negative outcome under the licensing or suitability proceedings necessary for the consummation of the Transactions, including the imposition of any materially negative condition being placed on any material license or finding of suitability.
