Examples of NP Land in a sentence
Notwithstanding the foregoing, no Preferred Units or NP Land Units shall be transferred to an Indemnified Party that is not licensed by the relevant Gaming Authorities to hold such Preferred Units or NP Land Units.
Exhibit L sets forth a true and complete list of all members of NP Land that will exist at the Second Closing but after the Oaktree Land Exchange (assuming the Second Closing occurs in accordance with this Agreement), the number of NP Land Units held by each such member as of such time and each member’s percentage interest based on the total number of NP Land Units issued and outstanding as of such time (assuming Nevada Palace and LandCo execute the NP Land Amended Operating Agreement).
Without limiting the representations set forth in this Section 3.29, each of Millennium and Nevada Palace will not make any disposition of all or any part of the Preferred Units or the NP Land Units, as applicable, which will result in the violation by it or by the Company or NP Land of the Securities Act, any other applicable securities laws, this Agreement, the Company Amended Operating Agreement or the NP Land Amended Operating Agreement.
The execution and amendment of the NP Land Contribution Agreement shall be subject to the prior written approval of Oaktree, not to be unreasonably withheld.
Xxxxxxx Title: Manager Title: Manager EXHIBIT A PREMISES LEGAL DESCRIPTION SECOND AMENDMENT TO LEASE AGREEMENT This Second Amendment to Lease Agreement is dated this 20th day of December, 2016 (“Amendment Date”), by NP Land, LLC, a Nevada limited liability company (“Lessor”) and Nevada Palace, LLC, a Nevada limited liability company (“Lessee”), and amends that certain Ground Lease Agreement dated September 22, 2006, as amended by that certain amendment dated June 21, 2007(as so amended, the “Lease”).
Each of AcquisitionCo and LandCo acknowledges that the Preferred Units and the NP Land Units, respectively, have not been registered under the Securities Act or any other applicable blue sky laws in reliance, in part, on its representations, warranties and agreements herein.
Each of Millennium and Nevada Palace acknowledges that the Preferred Units and the NP Land Units, as applicable, have not been registered under the Securities Act or any other applicable blue sky laws in reliance, in part, on its representations, warranties and agreements herein.
Each of AcquisitionCo and LandCo has not seen, received, been presented with or been solicited by, any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the sale of the Preferred Units or the NP Land Units, respectively.
Other than claims for or in the nature of fraud or willful misrepresentation or claims resulting from any intentional or reckless acts or omissions that result in termination of this Agreement in accordance with Article VIII, each party hereto hereby acknowledges and agrees that its sole remedy relating to the Preferred Units, the NP Land Units the Acquired Companies, the Business or the subject matter of this Agreement shall be pursuant to the indemnification provisions of this Article IX.
Each of Millennium and Nevada Palace understands that the certificates, if any, evidencing the Preferred Units and the NP Land Units, as applicable, may bear the following legend (and any legend required by applicable state securities laws): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS.