No Conflicts; Consents (a) The execution and delivery by Buyer of this Agreement does not, the execution and delivery by Buyer of each other Transaction Document to which Buyer is, or is specified to be, a party will not, and the performance by Buyer of this Agreement and each other Transaction Document to which Buyer is, or is specified to be, a party and the consummation by Buyer of the Transactions will not, (i) conflict with or violate any provision of the organizational or similar documents of Buyer, (ii) assuming that all Consents contemplated by Section 3.04(b) below have been obtained, and all Filings described therein have been made, conflict with or violate any Order or Law applicable to Buyer or by which any property or asset of Buyer is bound, (iii) assuming that all Consents contemplated by Section 3.04(b) below have been obtained and all Filings described therein have been made, require any consent by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, modification, acceleration or cancellation of, any Contract to which Buyer is a party or by which Buyer, or any property or asset of Buyer is bound or (iv) result (immediately or with notice or lapse of time or both) in the creation of any Lien on any property or asset of Buyer except in the case of clauses (ii), (iii) and (iv) above for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. (b) The execution and delivery by Buyer of this Agreement does not, the execution and delivery of each other Transaction Document to which Buyer is, or is specified to be, a party will not, and the performance by Buyer of this Agreement and each other Transaction Document to which Buyer is, or is specified to be, a party and the consummation by Buyer of the Transactions will not, require any Consent of, or Filing with, any Governmental Entity, except for (i) compliance with and Filings under applicable requirements of the HSR Act and any applicable Foreign Antitrust Laws, (ii) Consents of or Filings with any Gaming Regulatory Authority, (iii) the Filings required by Section 5.02, (iv) compliance with any applicable requirements of Securities Laws and the rules and regulations of the Stock Exchange and (v) such other Consents or Filings (A) required solely by reason of the participation of Parent, the other Sellers or the Business Companies (as opposed to any third party) in the Transactions or (B) the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.