Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.4, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with the Restated Certificate of Incorporation or By-Laws of the Company or the equivalent organizational documents of any of its Material Subsidiaries; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company or any of its subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of the Company or any of its subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate have a Material Adverse Effect or be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunder.
Non-Contravention; Required Filings and Consents. (a) The execution, delivery and performance by Parent and Acquisition Sub of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with the Certificate of Incorporation or By-Laws of Parent or Acquisition Sub, (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent or Acquisition Sub or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which Parent or Acquisition Sub is entitled under any provision of any agreement, contract, license or other instrument binding upon Parent, Acquisition Sub or any of their respective properties, or allow the acceleration of the performance of, any obligation of Parent or Acquisition Sub under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which Parent or Acquisition Sub is a party or by which Parent or Acquisition Sub or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of Parent or Acquisition Sub, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which, individually or in the aggregate, would not reasonably be expected to prevent, or materially delay the consummation of the Offer or the Merger.
Non-Contravention; Required Filings and Consents. (a) Except as set forth on Schedule 3.2(a) hereto, the execution, delivery and performance by each of Gaming and RAS of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Riviera Option Agreement, the Escrow Agreement and the Riviera Merger) do not and will not: (i) contravene or conflict with the Certificate of Incorporation or Bylaws of Gaming or the equivalent organizational documents of RAS, or any resolution adopted by the board of directors or stockholders of Gaming or RAS, (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Gaming or to RAS or any of their respective properties, (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any governmental entity, official or authority right to revoke, withdraw, suspend, cancel, terminate or modify, any authorization that is held by Gaming or RAS or that otherwise relates to the business of, or any of the assets owned by Gaming or RAS, (iv) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which either Gaming or RAS is entitled under any provision of any agreement, contract, license or other instrument binding upon either Gaming or RAS, or allow the acceleration of the performance of, any obligation of either Gaming or RAS under any other agreement to which Gaming or RAS is a party or by which Gaming or RAS is subject or bound, or (v) result in the creation or imposition of any Lien on any asset of Gaming or RAS, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate have a Gaming Material Adverse Effect or be reasonably expected to prevent the consummation by Gaming or by RAS of the transactions contemplated by this Agreement.
Non-Contravention; Required Filings and Consents. 3.3.1 The execution, delivery and performance by Purchaser and Alpha of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational documents of Purchaser or Alpha; or (ii) assuming that all consents, authorizations and approvals contemplated by Section 3.3.2 have been obtained and all filings described therein have been made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Purchaser or Alpha or any of its respective properties.
Non-Contravention; Required Filings and Consents. (a) Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Merger or any of the other transactions contemplated by this Agreement will, directly or indirectly (with or without notice or lapse of time): (i) result in a violation of any provision of the certificate of incorporation, articles of association, bylaws or operating agreement of Parent or Merger Sub; (ii) result in a violation by Parent or Merger Sub of any Order to which Parent or Merger Sub is subject; or (iii) conflict with or violate any Law applicable to Parent or its Subsidiaries or any property or asset of Parent or any of its Subsidiaries, except in each case for any violation that will not have a material adverse effect on the ability of Parent or Merger Sub to consummate the Merger.
Non-Contravention; Required Filings and Consents. (a) Neither the execution and delivery of this Agreement by Parent and Purchaser, nor the consummation by Parent and Purchaser of the Offer, the Merger or any of the other transactions contemplated by this Agreement will, directly or indirectly (with or without notice or lapse of time): (i) result in a violation of any provision of the certificate of incorporation or bylaws of Parent or Purchaser; (ii) result in a violation by Parent or Purchaser of any order, writ, injunction, judgment or decree to which Parent or Purchaser is subject; or (iii) conflict with or violate any Law applicable to Parent or its Subsidiaries or any property or asset of Parent or any of its Subsidiaries, except in each case for any violation that will not have a material adverse effect on the ability of Parent or Purchaser to consummate the Merger.
Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 2.6 hereto and as contemplated by Section 2.6(b), the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Riviera Option Agreement and the Riviera Merger) do not and will not (i) contravene or conflict with the Company Articles of Incorporation or the Company Bylaws or the equivalent organizational documents of any of its subsidiaries or any resolution adopted by the Board or the Company Stockholders or the board of directors or stockholders of any of the Company's subsidiaries, (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries or any of their respective properties, (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any governmental entity, official or authority right to revoke, withdraw, suspend, cancel, terminate or modify, any authorization that is held by the Company or any of its subsidiaries, or that otherwise relates to the business of, or any of the assets owned by, the Company or any of its subsidiaries, (iv) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company or any of its subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective assets or properties is subject or bound, or (v) result in the creation or imposition of any Lien on any asset of the Company or any of its subsidiaries, except in the case of clauses (i), (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not, individually or in the agg...
Non-Contravention; Required Filings and Consents. (a) Assuming that all consents, approvals, orders, clearances, authorizations, registrations, declarations or filings specified in Section 5.3b) have been obtained, the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby by Buyer do not and will not: (i) result in any material breach or material violation of, or conflict with, any provision of the Governing Documents of Buyer, (ii) in any material respect, violate or result in a breach of, or constitute an occurrence of default under, result in the acceleration or cancellation of or give rise to a right by any party to terminate or amend, any Contract to which Buyer or any of its Affiliates is a party or by which it or its assets or properties are bound, or (iii) violate any applicable Law of any Governmental Body having jurisdiction over Buyer or any of its properties, other than, in the case of clauses (i) and (i), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and would not reasonably be expected to materially interfere with or delay Buyer’s ability to carry out its obligations under this Agreement and the Ancillary Agreements to which it is a party.
Non-Contravention; Required Filings and Consents. (a) The execution, delivery and performance by Xxxxxx of this Agreement and each of the other Transaction Documents to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Xxxxxx of the Contemplated Transactions to which it is a party, do not and will not: (i) conflict with, or violate any provision of, the articles of incorporation or the bylaws of Xxxxxx or (ii) except as would not materially adversely affect the ability of Xxxxxx to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (A) conflict with or violate any Law applicable to Xxxxxx, any of its Subsidiaries or any of its Assets or (B) result in or require the creation or imposition of, or result in the acceleration of, any Indebtedness or any Lien of any nature upon, or with respect to, Xxxxxx or any of its Subsidiaries.
Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 2.5 hereto and as contemplated by Section 2.5(b), the execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not:
