Gaming Approvals. If a Gaming Approval Failure occurs, then this Agreement shall automatically terminate. Each Party shall use good faith, commercially reasonable efforts in order to timely obtain the Requisite Gaming Approvals that it must obtain for the Call Right Transaction, and the other Party shall use good faith, commercially reasonable efforts in order to assist such Party in its efforts to timely obtain such Requisite Gaming Approvals. If there is a dispute among the Parties as to whether good faith, commercially reasonable efforts were used throughout the Regulatory Period, such dispute shall be resolved in accordance with the procedures set forth in Section 6 hereof, and such matter shall be submitted to arbitration in accordance with the procedures set forth in Section 6 hereof within twenty (20) days after the expiration of the Regulatory Period. Each Party, at no material unreimbursed expense to such Party, agrees to reasonably cooperate with the other Party and use commercially reasonable efforts to provide Regulatory Approval Supporting Information that is reasonably requested by the other Party, in such Party’s efforts to obtain any necessary regulatory approvals (including, if necessary, Requisite Gaming Approvals).
Gaming Approvals. All Gaming Approvals shall have been obtained and shall be in full force and effect.
Gaming Approvals. If, within two hundred seventy (270) days (or such longer time as may be agreed between Owner and Propco) after the finalization and execution of the Sale Agreement and the other definitive documents relating to the Call Right (the “Regulatory Period”), any necessary licenses, qualifications and approvals from applicable Gaming Authorities required for the exercise of the Call Right and the consummation of the transactions contemplated thereby (the “Requisite Gaming Approvals”) have not been obtained (such event, a “Gaming Approval Failure”), then (i) the Parties shall use good faith, commercially reasonable efforts to implement the Alternative Transaction (as provided in Section 2(j) below) and (ii) if upon the expiration of the Propco Election Period (or, if later, the date that is fifteen months following the date on which the process to implement the Alternative Transaction commences) (the period from the commencement of the process to implement the Alternative Transaction through such applicable date, the “Alternative Transaction Period”), notwithstanding the use of good faith, commercially reasonable efforts by the Parties throughout such period, the Alternative Transaction has not been consummated, this Agreement shall automatically terminate. Owner is obligated to use good faith, commercially reasonable efforts in order to timely obtain the Requisite Gaming Approvals, and Propco is obligated to use good faith, commercially reasonable efforts in order to timely obtain such items. If there is a dispute among the Parties as to whether good faith, commercially reasonable efforts were used by Owner or Propco throughout the Regulatory Period, or the Alternative Transaction Period, such dispute shall be resolved in accordance with the procedures set forth in Section 3 hereof. If it is determined by the Arbitration Panel that Owner did not use good faith, commercially reasonable efforts throughout the Regulatory Period or the Alternative Transaction Period, then Owner shall pay to Propco the Value Loss Amount within sixty (60) days after such determination.
Gaming Approvals. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company, Parent and Merger Sub agrees to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, registrations, licenses, findings of suitability, consents, variances, exemptions, orders, approvals and authorizations of all governmental entities which are necessary in connection with the consummation of the transactions contemplated by this Agreement (whether required to be made or obtained prior to or after the Effective Time) (all of the foregoing, collectively "Gaming Approvals") and to comply with the terms and conditions of all such Gaming Approvals. Each of the Company, Parent and Merger Sub (i) will use commercially reasonable best efforts to, and to cause their respective officers, directors and affiliates to, file within 30 days after the date of this Agreement, and in all events will file within 60 days after the date of this Agreement, all required initial applications and documents in connection with obtaining the Gaming Approvals; (ii) will act reasonably and promptly thereafter in responding to additional requests in connection therewith; and (iii) will use commercially reasonable best efforts to secure all requisite Gaming Approvals. Parent and the Company will have the right to review in advance, and to the extent practicable, each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, and any of their respective subsidiaries, directors, officers and stockholders, which appear in any filing made with, or written materials submitted to, any governmental entity in connection with the Gaming Approvals. The Company and Parent agree to promptly advise each other upon receiving any communication from any governmental entity which causes such party to believe that there is a reasonable likelihood that any Gaming Approval required from such governmental entity will not be obtained or that the receipt of any such approval will be materially delayed.
Gaming Approvals. Any and all Gaming Approvals shall have been obtained, which Gaming Approvals shall have been granted without the imposition of limitations, restrictions or conditions materially adverse to the Parties, and such Gaming Approvals shall be in full force and effect.
Gaming Approvals. (a) No Pledged Securities shall be sold, assigned, transferred, pledged or otherwise disposed of, whether pursuant to the Pledge Agreement or the exercise of any right, power or remedy provided for herein or otherwise, unless the grant of the security interest or such other disposition as the case may be, has received in advance any necessary approvals (the "Approvals") by the gaming authorities with jurisdiction over the issuer of such Pledged Securities (the "Gaming Authorities"), and unless the transferee of such Pledged Securities shall have first obtained any and all licenses, findings of suitability or Approvals required by such Gaming Authorities, or shall have been found to be individually qualified to be licensed, as appropriate. Without limiting the generality of the foregoing, the Approval by such Gaming Authorities shall not constitute permission to foreclose on the same or make any other disposition of the Pledged Securities.
Gaming Approvals. This Agreement and all other agreements contemplated herein shall be executed only after receipt of all required approvals and authorizations, if any, by all applicable Gaming Authorities. Owner, at its expense, during the Term shall take such commercially reasonable actions as may be reasonably required to maintain such required approvals or authorizations from the applicable Governmental Authorities to make effective this Agreement as and if required by Applicable Law and permit Owner to make the payments required to be made to Manager under this Agreement and all related agreements; provided, that Manager, at Manager’s expense, during the Term shall maintain such license(s) or qualification(s) applicable to Manager as may be required by applicable Gaming Authorities. Manager shall have the right, at its expense, to participate in all phases of the approval or authorization process. The Parties shall cooperate in all such undertakings or dealings with Gaming Authorities, and Owner shall provide reasonable notice to Manager prior to all meetings with any Gaming Authority for such purpose. Each of Manager and Owner covenants and agrees to use its best efforts to maintain all Approvals (other than such license(s) or qualification(s) applicable to the other Party) required to approve Manager to Operate the Managed Facilities and this Agreement.
Gaming Approvals. Secured Party acknowledges that the Pledged Securities may include stock or membership interests in Persons which may currently have or may hereafter obtain a gaming license from a Gaming Board and that in the event a gaming license is held or obtained by an Issuer then (a) the pledge of any such Pledged Securities shall not be effective without the prior approval of the Nevada Gaming Commission, (b) any Certificates with respect to such Issuer which are part of the Pledged Securities may be required to be maintained at all times by the Collateral Agent at a location in the State of Nevada and (c) foreclosure, transfer or other enforcement of the security interest on any such Pledged Securities may require Gaming Approvals from the certain Gaming Boards. Secured Party agrees that Collateral Agent shall be entitled to reasonably cooperate with any Gaming Board to facilitate Borrower or any of its Subsidiaries obtaining gaming licenses to facilitate the operation of CityCenter and Collateral Agent shall be permitted, in its discretion, to release any Pledged Securities that a Gaming Board requires be released from the lien created pursuant to this Agreement in order for Borrower or its Subsidiaries to obtain a gaming license to facilitate the operation of CityCenter. In the event any such Pledged Collateral is released from the lien hereof, Grantor agrees that it will thereafter diligently pursue obtaining all necessary Gaming Approvals of Gaming Boards to pledge any Pledged Collateral which was so released.
Gaming Approvals. (a) Investor shall apply for, obtain and maintain all regulatory approvals required as a result of the transactions anticipated by this Agreement including, but not limited to, any approvals that may be required from the Nevada and Colorado gaming authorities. Should Investor not so apply, obtain or maintain any such required approvals, or should the Investor be found unsuitable by any such regulating body to obtain and/or hold the Common Stock, Investor shall promptly divest itself of its holdings of Common Stock acquired in the Acquisition and the Maximum Limit shall be deemed to be 10%, or to such lower level of ownership otherwise mandated or recommended by any applicable gaming authorities. Notwithstanding the foregoing, so long as Investor is diligently pursuing such approvals in good faith, and has not been found “unsuitable” or other similar designation or finding by any gaming regulatory body, then, except as required by applicable law, the limitations contained in this Section 5 shall not be effective.
Gaming Approvals. To the extent that the terms of the Debt Securities of any series would restrict the transfer or encumbrance of the equity securities of the Company’s corporate Subsidiaries that hold Gaming Licenses, the Company shall use commercially reasonable efforts to obtain all necessary consents from the applicable Gaming Authorities (i) to place restrictions on the transfer of the equity securities of the Company’s corporate Subsidiaries holding Gaming Licenses; and (ii) to agree not to encumber such equity securities.
