Common use of Conditions to Consummation of the Closing Clause in Contracts

Conditions to Consummation of the Closing. Section 8.1 Conditions to the Parties’ Obligations to Effect the Closing. The obligations of the MGP Parties and the MGM Parties that are Party to this Agreement to consummate the transactions contemplated hereby are subject to the satisfaction (or, if permitted by applicable law, waiver by the Parties for whose benefit such condition exists) of the following conditions: (a) The representations and warranties applicable to the MGM Parties (for the benefit of the MGP Parties) and the MGP Parties (for the benefit of the MGM Parties), as set forth in Articles III and VI, shall have been true and correct on the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” set forth therein) will not prevent or materially delay the consummation of the transactions contemplated hereby; (b) For the benefit of the MGM Parties, the representations and warranties applicable to MGP and the OP, as set forth in Articles IV and V, shall have been true and correct on the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date) in all respects; (c) The MGM Parties (for the benefit of the MGP Parties) and the MGP Parties (for the benefit of the MGM Parties) shall have performed and complied with their covenants and agreements hereunder in all material respects; (d) Each delivery contemplated by Section 2.7 to be delivered to such Party shall have been delivered; (e) No Order shall be in effect that prohibits the consummation of the transactions contemplated hereby; (f) The applicable Gaming Authorities shall have approved the transactions contemplated hereby; (g) MGM, on behalf of the MGM Parties, and MGP, on behalf of the MGP Parties, respectively, shall have reasonably concluded in good faith, based on the Appraisal and other work described in Section 7.6, that the Master Lease in respect of the Borgata Property should qualify as a “true lease” for U.S. federal income Tax purposes; and (h) The transactions contemplated by the Equity Purchase Agreement (including, without limitation, the Borgata Acquisition) shall have been consummated in accordance with the terms of such agreement, and the Redemption shall have been consummated, such that MGM shall own, directly or indirectly, all of the issued and outstanding membership interests in Holdings and the Company.

Conditions to Consummation of the Closing. Section 8.1 7.1 Conditions to the Parties’ Obligations Each Party's Obligation to Effect the Closing. The respective obligations of the MGP Parties and the MGM Parties that are Party each party to this Agreement to consummate effect the transactions contemplated hereby are by this Agreement shall be subject to the satisfaction (or, if permitted by applicable law, waiver by at or prior to the Parties for whose benefit such condition exists) Closing Date of the following conditions: (a) The representations and warranties any waiting period applicable to the MGM Parties (for the benefit of the MGP Parties) and the MGP Parties (for the benefit of the MGM Parties), as set forth in Articles III and VI, shall have been true and correct on the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” set forth therein) will not prevent or materially delay the consummation of the transactions contemplated hereby; (b) For by this Agreement under the benefit of the MGM PartiesHSR Act shall have expired or been terminated, the representations and warranties applicable to MGP and the OP, as set forth in Articles IV and V, no action shall have been true and correct on instituted by the date hereof and as Department of the Closing (except Justice or Federal Trade Commission challenging or seeking to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date) in all respects; (c) The MGM Parties (for the benefit of the MGP Parties) and the MGP Parties (for the benefit of the MGM Parties) shall have performed and complied with their covenants and agreements hereunder in all material respects; (d) Each delivery contemplated by Section 2.7 to be delivered to such Party shall have been delivered; (e) No Order shall be in effect that prohibits enjoin the consummation of the transactions contemplated herebyby this Agreement, which action shall have not been withdrawn or terminated; (fb) The applicable Gaming Authorities no statute, rule, regulation, executive order, decree, ruling or preliminary or permanent injunction shall have approved been enacted, entered, promulgated or enforced by any federal or state court or governmental authority having jurisdiction which prohibits, restrains, enjoins or restricts consummation of the transactions contemplated by this Agreement; (c) each of the Company, the Company Subsidiaries and Investor shall have made such filings, and obtained such permits, authorizations, consents, or approvals, as are required by Governmental Requirements to consummate the transactions contemplated hereby, and all appropriate forms shall have been executed, filed and approved as required by the Governmental Requirements; (gd) MGMthis Agreement, on behalf of the MGM PartiesAmendment, and MGP, on behalf of the MGP Parties, respectively, shall have reasonably concluded in good faith, based on the Appraisal and other work described in Section 7.6, that the Master Lease in respect of the Borgata Property should qualify as a “true lease” for U.S. federal income Tax purposes; and (h) The transactions contemplated by the Equity Purchase this Agreement (including, without limitation, the Borgata Acquisition) shall have been consummated approved by the requisite vote of the stockholders of the Company in accordance with the terms applicable provisions of such agreementthe DGCL, and the Redemption Amendment and, if applicable, the Certificate of Designation shall have been consummated, such that MGM shall own, directly or indirectly, all duly and properly filed with the Secretary of the issued and outstanding membership interests in Holdings and the CompanyState of Delaware.