Common use of Non-Exercise Clause in Contracts

Non-Exercise. If Last Chance elects or is deemed to have elected not to exercise its right of first refusal the Gaming Proponent may proceed with the Gaming Enterprise providing that: (i) the Gaming Enterprise commences within the period provided in the Notice or if none is provided, within eighteen (18) months after the expiration of Last Chance’s right of first refusal, (ii) is conducted on terms identical to those specified in the Notice, (iii) the transferee takes, and acknowledges in writing that it takes title to the Restricted Properties subject to Last Chance’s rights under this Lease, specifically including, without limitation, the rights of Last Chance under Section 8.1(L) of this Lease and the Integrated Agreements, and (iv) all deeds and other documents by which the Restricted Properties are conveyed recite that title thereto is taken subject to the rights of Last Chance under Section 8.1(L) of this Lease and the other Integrated Agreements (with specific reference to all pertinent recording information) and that the grantee, lessee, transferee or assignee, as the case may be, is bound thereby. If the Gaming Enterprise is not consummated, the Gaming Proponent giving the Notice, or the successors thereto, must give notice anew in accordance with Section 8.1(L)(b) prior to engaging in any subsequent Gaming Enterprise. In the event that a Gaming Enterprise is threatened or commenced on any of the Restricted Properties, Landlord and its Affiliates, shall, upon demand by Last Chance and at the sole cost and expense of Landlord and its Affiliates, take such actions as may be necessary to protect the rights of Last Chance hereunder, including actions for injunctive relief and damages, and indemnify, protect and defend Last Chance (including costs and attorneys’ fees incurred by Last Chance) from and against the claims of any such Gaming Proponent.

Non-Exercise. If Last Chance elects or is deemed to have elected not to exercise its right of first refusal or, having exercised that right, a purchase of the Gaming Proponent Option Assets is not consummated due to the fault of Last Chance, PGE and Target may proceed with (A) seek specific performance of the Gaming Enterprise providing thatelection by Last Chance to exercise its right of first refusal, or (B) sell the Option Assets to the proposed purchaser, provided that such sale is: (i) the Gaming Enterprise commences completed within the period provided time specified in the Notice or and if none is providedspecified, within eighteen one (181) months year after the expiration of Last Chance’s right of first refusal, (ii) is conducted made on terms identical to those specified in the Notice, (iii) the transferee takes, and acknowledges in writing that it takes title to the Restricted Properties Option Assets subject to Last Chance’s rights under this LeaseAgreement, specifically including, without limitation, the rights of Last Chance under Section 8.1(L) Sections 2 and 3 of this Lease Agreement, and the Integrated Agreements, and (iv) all deeds and other documents by which the Restricted Properties Option Assets are conveyed or transferred recite that title thereto is taken subject to the rights of Last Chance under Section 8.1(L) Sections 2 and 3 of this Lease Agreement, and the other Integrated Agreements (with specific reference to all pertinent recording information) and that the grantee, lessee, transferee or assigneeassignee of the Option Assets, as the case may be, is bound thereby. If a sale of the Gaming Enterprise Option Assets as herein provided is not consummated, the Gaming Proponent giving the Notice, or the successors thereto, PGE and Target must give notice anew in accordance with Section 8.1(L)(b) 3.1 prior to engaging any other sale of the Option Assets. Any sale or transfer in any subsequent Gaming Enterpriseviolation of Section 3 shall be voidable by Last Chance, in its absolute discretion. In the event that Last Chance elects to void a Gaming Enterprise is threatened sale or commenced on any of the Restricted Propertiestransfer under this Section 3.4, Landlord PGE and its Affiliates, Target shall, upon demand by Last Chance jointly and severally and at the their sole cost and expense of Landlord and its Affiliatesexpense, take such actions as may be necessary to protect the rights of Last Chance hereunder, including actions for injunctive relief and damages, and indemnify, protect and defend Last Chance (including costs and attorneys’ fees incurred by Last Chance) from and against the claims of any such Gaming Proponenttransferee and shall, upon demand by Last Chance, take such actions as may be necessary, including the commencement of an action to quiet title to the Option Assets, or any portion thereof as may have been transferred in violation of Section 3, to free the Option Assets of any claim or encumbrance other than the rights of Last Chance under this Agreement.

Non-Exercise. If Last Chance elects or is deemed to have elected not to exercise its right of first refusal the Gaming Proponent may proceed with the Gaming Enterprise providing that: (i) the Gaming Enterprise commences within the period provided in the Notice or if none is provided, within eighteen (18) months after the expiration of Last Chance’s 's right of first refusal, (ii) is conducted on terms identical to those specified in the Notice, (iii) the transferee takes, and acknowledges in writing that it takes title to the Restricted Properties subject to Last Chance’s 's rights under this Lease, specifically including, without limitation, the rights of Last Chance under Section 8.1(L) of this Lease and the Integrated Agreements, and (iv) all deeds and other documents by which the Restricted Properties are conveyed recite that title thereto is taken subject to the rights of Last Chance under Section 8.1(L) of this Lease and the other Integrated Agreements (with specific reference to all pertinent recording information) and that the grantee, lessee, transferee or assignee, as the case may be, is bound thereby. If the Gaming Enterprise is not consummated, the Gaming Proponent giving the Notice, or the successors thereto, must give notice anew in accordance with Section 8.1(L)(b) prior to engaging in any subsequent Gaming Enterprise. In the event that a Gaming Enterprise is threatened or commenced on any of the Restricted Properties, Landlord and its Affiliates, shall, upon demand by Last Chance and at the sole cost and expense of Landlord and its Affiliates, take such actions as may be necessary to protect the rights of Last Chance hereunder, including actions for injunctive relief and damages, and indemnify, protect and defend Last Chance (including costs and attorneys’ ' fees incurred by Last Chance) from and against the claims of any such Gaming Proponent.