Common use of Licensability Clause in Contracts

Licensability. None of Parent, 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 Parent Entities for a Gaming Approval by a Gaming Authority, or, to Parent’s knowledge, 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applicable Gaming Laws (the foregoing Persons collectively, the “Parent Licensing Affiliates”), has ever abandoned or withdrawn (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial, suspension or revocation) or been denied or had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, its Subsidiaries, and each of their respective Parent Licensing Affiliates which is licensed or holds any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Parent Licensed Parties”) is in good standing in each of the jurisdictions in which such Parent Licensed Party owns, operates or manages gaming facilities. To Parent’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 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 suitability proceedings necessary for the consummation of the Mergers.

Licensability. None of Parentthe Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, partners, managers, members, principals or Affiliates that will which may reasonably be included considered in the process of determining the suitability of the Parent Entities Company or any of its Subsidiaries for a Gaming Approval by a Gaming Authority, or, to Parent’s knowledge, or any holders of Parent’s shares in the capital stock of the Company or other equity interests or voting interest in the Company who will be required to be licensed or found suitable under applicable Gaming Laws (the foregoing Persons persons collectively, the “Parent Licensing Affiliates”), has ever abandoned or withdrawn with prejudice (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial, suspension or revocation) or been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. ParentThe Company, its Subsidiaries, Subsidiaries and each of their respective Parent Licensing Affiliates which is licensed or holds any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Parent Licensed Parties”) is in good standing in each of the jurisdictions in which such Parent Licensed Party owns, operates operates, or manages gaming facilities. To Parent’s knowledgethe 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 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 suitability licensing, suitability, registration or approval proceedings necessary for the consummation of the Mergerstransactions 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 To the Knowledge of Parent, any none of its SubsidiariesParent, Merger Sub, any of their respective officers, directors, partners, managers, members, principals or Affiliates that will which may reasonably be included considered in the process of determining the suitability of the Parent Entities and Merger Sub for a Gaming Approval by a Gaming Authority, or, to Parent’s knowledge, 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 persons collectively, the “Parent 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. Except as would not have a Parent Material Adverse Effect, Parent, its Subsidiaries, Merger Sub and each of their respective Parent Licensing Affiliates which is licensed or holds any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Parent Licensed Parties”) is in good standing in each of the jurisdictions in which such Parent Licensed Party owns, operates operates, or manages gaming facilities. To Except as would not have a Parent Material Adverse Effect, to the Knowledge of Parent’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 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 suitability licensing, suitability, registration or approval proceedings necessary for the consummation of the MergersMerger.

Licensability. None of Parent, any of its SubsidiariesMerger Sub, any of their respective officers, directors, partners, managers, members, principals or Affiliates that will which may reasonably be included considered in the process of determining the suitability of the Parent Entities and Merger Sub for a Gaming Approval by a Gaming Authority, or, to Parent’s knowledge, or any holders of Parent’s capital stock membership units or other equity interests who will be required to be licensed or found suitable under applicable Gaming Laws (the foregoing Persons collectively, the “Parent Licensing Affiliates”), has been found not to have good moral character or has been convicted of any offense that would disqualify or otherwise prevent Parent and such Licensing Affiliates from holding a gaming license in any state or other jurisdiction, 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, its Subsidiaries, Merger Sub and each of their respective Parent Licensing Affiliates which is licensed or holds any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Parent Licensed Parties”) is in good standing in each of the jurisdictions in which such Parent Licensed Party owns, operates or manages gaming facilities. To Parent’s knowledge, there are no on-going material investigations with respect to any existing gaming license held by Parent or any Licensing Affiliates and 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 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 suitability proceedings necessary for the consummation of the MergersMerger.

Licensability. None of Parent, Purchaser or 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 Parent Entities for a Gaming Approval (a) has been found by a Gaming AuthorityAuthority not to have good moral character, or, to Parent’s knowledge, (b) has been convicted of any holders offense that would disqualify or otherwise prevent Purchaser or any of Parent’s capital stock its Affiliates from holding an Existing Purchaser Gaming Approval in any state or other equity interests who will be required to be licensed jurisdiction, or found suitable under applicable Gaming Laws (the foregoing Persons collectively, the “Parent Licensing Affiliates”), c) 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 an Existing Purchaser Gaming Approval, or an application for a Gaming Approval, Approval by a Gaming Authority. Parent, its Subsidiaries, Purchaser and each of their respective Parent Licensing its Affiliates which is licensed or holds any Existing Purchaser Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Parent Licensed Parties”) is in good standing in each of the jurisdictions in which such Parent Licensed Party owns, operates or manages gaming facilitiesfacilities (if applicable). To ParentPurchaser’s knowledgeKnowledge, there are no on-going material investigations outside of the ordinary course with respect to any Existing Purchaser Gaming Approval held by Purchaser or any such Person and there are no facts not known to an applicable Gaming Authority or that are not publicly known which, if known to any such applicable Gaming Authority, would be reasonably likely to (i) result in the denial, revocation, limitation or suspension of a an Existing Purchaser Gaming Approval of any of the Parent Licensed Parties issued by such Gaming Authority 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 suitability proceedings necessary for the consummation of the Mergerssale and purchase of the Purchased Interest.

Licensability. None of Parent, Neither Purchaser nor 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 Parent Entities for a Gaming Approval (a) has been found by a Gaming AuthorityAuthority not to have good moral character, or, to Parent’s knowledge, (b) has been convicted of any holders of Parent’s capital stock offense that would disqualify or otherwise prevent Purchaser and such Persons from holding an Existing Purchaser Gaming Approval in any state or other equity interests who will be required to be licensed jurisdiction, or found suitable under applicable Gaming Laws (the foregoing Persons collectively, the “Parent Licensing Affiliates”), c) 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 an Existing Purchaser Gaming Approval, or an application for a Gaming Approval, Approval by a Gaming Authority. Parent, its Subsidiaries, Purchaser and each of their respective Parent Licensing its Affiliates which is licensed or holds any Existing Purchaser Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Parent Licensed Parties”) is in good standing in each of the jurisdictions in which such Parent Licensed Party owns, operates or manages gaming facilitiesfacilities (if applicable). To ParentPurchaser’s knowledgeKnowledge, there are no on-going material investigations outside of the ordinary course with respect to any Existing Purchaser Gaming Approval held by Purchaser or any such Person and there are no facts not known to an applicable Gaming Authority or that are not publicly known which, if known to any such applicable Gaming Authority, would be reasonably likely to (i) result in the denial, revocation, limitation or suspension of a an Existing Purchaser Gaming Approval of any of the Parent Licensed Parties issued by such Gaming Authority 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 suitability proceedings necessary for the consummation of the Mergerssale and purchase of the Transferred Interest and the Redeemed Interest.