Common use of Licensability Clause in Contracts

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applicable Gaming Laws (the foregoing Persons collectively, the “MTR Licensing Affiliates”), has ever abandoned or withdrawn (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial, suspension or revocation) or been denied or had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Gaming Laws (the foregoing Persons collectively, the “MTR Company Licensing Affiliates”), has ever abandoned or withdrawn (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial, suspension or revocation) or been denied or had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

Licensability. None Except as disclosed in Section 3.24 of MTRthe Company Disclosure Schedule, any none of the Company, its Subsidiaries, any of their respective officers, managers, directors, partners, managers, members, principals or Affiliates which may reasonably be considered in the process of determining the suitability of the MTR Entities Company and its Subsidiaries for a Gaming Approval by a Gaming Authority, or, to MTRthe Company’s knowledge, any holders of MTRthe 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 Persons, collectively, the “MTR 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. MTRThe Company, its Subsidiaries, and each of their respective MTR Company Licensing Affiliates which is licensed or holds any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “MTR Company Licensed Parties”) is in good standing in each of the jurisdictions in which such MTR Company Licensed Party owns, operates, or manages gaming facilities. To MTRthe Company’s knowledge, there are no facts which, if known to any Gaming Authority, would be reasonably likely to (ia) result in the denial, revocation, limitation or suspension of a Gaming Approval of any of the MTR Company Licensed Parties Parties, or (iib) result in a negative outcome to any finding of suitability proceedings of any of the MTR Company Licensed Parties currently pending, or under the suitability proceedings necessary for the consummation of the MergersMerger.