REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND SELLERS. The Partnership and Sellers represent and warrant to Buyer that the statements contained in this Article VI are true and correct (a) as of the date hereof and (b) in all material respects as of the Closing, except as set forth herein and in the Disclosure Letter delivered by the Partnership and Sellers to Buyer on the date of this Agreement (the “Partnership Disclosure Letter”). The Partnership Disclosure Letter shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article VI.
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND SELLERS. Section 6.1 Organization of Sellers and the Partnership
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND SELLERS. 11 Section 6.1 Organization of Sellers and the Partnership 11 Section 6.2 Authority; No Conflict; Required Filings and Consents 11 Section 6.3 Financial Statements 12 Section 6.4 No Undisclosed Liabilities 13 Section 6.5 Absence of Certain Changes or Events 13 Section 6.6 Taxes 13 Section 6.7 Leased Property; Vessel; Hotel/Casino 14 Section 6.8 Title to Personal Property; Liens 16 Section 6.9 Intellectual Property 17 Section 6.10 Agreements, Contracts and Commitments 17 Section 6.11 Litigation 17 Section 6.12 Environmental Matters 18 Section 6.13 Permits; Compliance with Gaming Laws 18 Section 6.14 Labor Matters 19 Page Section 6.15 Employee Benefits 19 Section 6.16 Transactions With Affiliates 20 Section 6.17 Brokers 20 Section 6.18 Partnership Interests 20 ARTICLE VII. REPRESENTATIONS AND WARRANTIES OF BUYER 21 Section 7.1 Organization of Buyer and Buyer Parent 21 Section 7.2 Authority; No Conflict; Required Filings and Consents 21 Section 7.3 Brokers 22 Section 7.4 Financing 22 Section 7.5 Licensability of Principals 23 Section 7.6 Compliance with Gaming Laws 23 ARTICLE VIII. COVENANTS 24 Section 8.1 Conduct of Business of the Partnership 24 Section 8.2 Cooperation; Notice; Cure 25 Section 8.3 No Solicitation 25 Section 8.4 Employee Matters 26 Section 8.5 Access to Information and the Property 28 Section 8.6 Governmental Approvals 29 Section 8.7 Publicity 31 Section 8.8 Further Assurances and Actions 31 Section 8.9 Transfer Taxes; HSR Filing Fee 32 Section 8.10 Financing 32 Section 8.11 Like-Kind Exchange 32 Section 8.12 Reservations; Loyalty Program; Guests; Chips 33 Section 8.13 Transfer of Utilities; Insurance 34 Section 8.14 Certain Transactions 35 Section 8.15 FCC Approvals 35 Section 8.16 Insurance; Casualty and Condemnation 35 Section 8.17 Customer Data 36 Section 8.18 Certain Notifications 36 Section 8.19 Delta Downs Litigation 36 Section 8.20 Letter of Credit and Release of Guaranty 36 Section 8.21 Tax Matters 36 Section 8.22 Zoning 37 ARTICLE IX. CONDITIONS TO CLOSING 37 Section 9.1 Conditions to the Parties’ Obligation to Effect the Closing 37 Section 9.2 Additional Conditions to Obligations of Buyer 38 Section 9.3 Additional Conditions to Obligations of the Partnership and Sellers 39 ARTICLE X. TERMINATION AND AMENDMENT 39 Section 10.1 Termination 39 Section 10.2 Effect of Termination 41 Page ARTICLE XI. SURVIVAL; INDEMNIFICATION 41 Section 11.1 Survival of Representations, Warranties, Covenants and Agreements 41 Section 11.2 Indemnification...
