Common use of Licensability Clause in Contracts

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. To the knowledge of Parentthe Purchaser, there are no facts with respect to the Purchaser or any of its affiliates, the Guarantors, any direct or indirect holders of shares in the capital of the Purchaser or other holders of legal or beneficial ownership, or control or direction over, 5% or greater equity or voting interest in the Purchaser, and each of their respective directors, officers, partners, managers, members or principals (other than, for the avoidance of doubt, the Rollover Shareholders and their respective affiliates) (collectively, the "Purchaser Licensing Affiliates") which may reasonably be considered in the process of determining the suitability, fitness or qualification of the Purchaser or any of its Purchaser Licensing Affiliates for a Gaming Authorization by a Gaming Authority or for a Financial Services License by a Governmental Entity which, if known to any Gaming AuthorityAuthority or Governmental Entity, would be reasonably likely to (i) result in the denial, revocation, limitation or suspension of a Gaming Approval of any of ParentAuthorization or a Financial Services License that is (i) currently held by the Company or its affiliates, 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 pendingPending Authorization, or under the licensing, suitability, registration or approval proceedings (iii) necessary for the consummation of the transactions contemplated hereby. Neither the Parent Purchaser nor, to the Parent’s KnowledgePurchaser's knowledge, any of its Parent Purchaser Licensing Affiliates has received notice of any investigation or review by any Governmental Gaming Authority under any Gaming Law or by any Governmental Entity under any Financial Services Requirements with respect to the Parent Purchaser or any of its Parent Purchaser Licensing Affiliates that is pending, and, to the Parent’s KnowledgePurchaser's knowledge, no investigation or review is threatened, nor has any Governmental Authority Entity 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.