Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Subsidiary, (ii) any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Sub of this Agreement do not, and the consummation by Parent and Sub of the Offer, the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof of this Agreement will not, conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, under any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b5.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, except in the case of clauses (ii) and (iii) above, any for such items that, matters that individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Parent and its subsidiaries, taken as a whole (a “Parent Material Adverse Effect”). (b) No Consent of, or registration, declaration or filing with, or permit from, Permit from any Governmental Entity or termination or expiration of any waiting period under applicable Law, is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Sub in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than than: (i) compliance with and filings under the HSR ActAct and all other applicable competition and antitrust Laws, including under the German Federal Cartel Office, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement Offer Documents and (B) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 7.08, (vi) filings under state securities or takeover Law and (vii) such other items that, individually or in filings as may be required under Chapter 80B of the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectMinnesota Statutes.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws Bylaws or the charter or organizational documents of any Parent Subsidiary, (ii) any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Other than the Regulatory Filings, no Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement and each Transaction Agreement to which it is a party, do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Sub under, any provision of (i) the Parent CharterCharter (subject to the approval, filing and effectiveness of the Charter Amendment), the Parent By-laws or the comparable charter or organizational documents of any Parent SubsidiarySub, (ii) any Contract to which Parent or any Parent Subsidiary Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any Judgment or Law applicable to Parent or any Parent Subsidiary Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Sub in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which Parent or Sub is a party or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, if applicable to the Transaction Agreements or the Transactions, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, as may be required in connection with this AgreementAgreement and the other Transaction Agreements, the Merger and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of NevadaFlorida and the filing of the Charter Amendment with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable Environmental environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 6.07 and (viivi) such other items that, individually or required solely by reason of the participation of the Company (as opposed to any third party) in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectTransactions.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do does not, and the consummation performance by each of Parent and Merger Sub of its obligations hereunder and the consummation of the Merger and the other Transactions and compliance transactions contemplated by Parent and Sub with the terms hereof this Agreement will not, (i) conflict with, or result in any violation of any provision of, the Parent Articles, the Parent By-laws or the comparable charter or organizational documents of any Parent Subsidiary (assuming that the Parent Shareholder Approval is obtained), (ii) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation, any obligation to make an offer to purchase or to redeem any Indebtedness or capital stock or any loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other instrument (i) the Parent Chartereach, the Parent By-laws or the charter or organizational documents of excluding any Parent SubsidiaryBenefit Plan or Company Benefit Plan, (iia “Contract”) any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Parent Permit or (iii) conflict with, or result in any violation of any provision of, subject to the filings and other matters referred to in Section 4.04(b3.05(b), any Judgment judgment, order or Law decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”), in each case, applicable to Parent or any Parent Subsidiary or their respective properties or assetsassets (assuming that the Parent Shareholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any such items matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect (it being agreed that for purposes of this Section 3.05(a), effects resulting from or arising in connection with the execution and delivery of this Agreement, as set forth in clause (iv) of the definition of the term “Material Adverse Effect”, shall not be excluded in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent ofconsent, approval, clearance, waiver, Permit or order (“Consent”) of or from, or registration, declaration declaration, notice or filing withmade to or with any federal, national, state, provincial or permit fromlocal, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Transactions, other than (i) compliance (A) the filing with the Securities and filings Exchange Commission (the “SEC”) of the Joint Proxy Statement in definitive form, (B) the filing with the SEC, and declaration of effectiveness under the HSR Securities Act of 1933, as amended (the “Securities Act”), of the registration statement on Form S-4 in connection with the issuance by Parent of the Merger Consideration, in which the Joint Proxy Statement will be included as a prospectus (iithe “Form S-4”), and (C) the filing with the SEC of such reports and other filings under, and such other compliance with, the Securities Exchange Act of 1934, as amended (A) the Form S-4 “Exchange Act”), and the Joint Proxy Statement Securities Act, and (B) such reports under, or other applicable requirements of, the Exchange Actrules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other Transactionstransactions contemplated by this Agreement, (ii) compliance with and filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the filing of the Articles of Merger with the Secretary of State of the State of NevadaNorth Carolina and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) compliance with and such Consents, registrations, declarations, notices or filings as may are required to be required made or obtained under applicable Environmental Lawsthe securities or “blue sky” laws of various states in connection with the issuance of the shares of Parent Common Stock as Merger Consideration, (v) compliance such filings with and such filings approvals of the NYSE as may are required to permit the consummation of the Merger and the listing of the shares of Parent Common Stock to be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), issued as Merger Consideration and (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect (it being agreed that for purposes of this Section 3.05(b), effects resulting from or arising in connection with the execution and delivery of this Agreement, as set forth in clause (iv) of the definition of the term “Material Adverse Effect”, shall not be excluded in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Sub of the Offer, the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent, Merger Sub or any Parent Subsidiaryof Parent’s subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement Offer Documents and (B) such reports under, or other applicable requirements of, under the Exchange Act, as may be required in connection with this Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, Delaware and (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that(A) required solely by reason of the participation of the Company (as opposed to any third Person) in the Transactions or (B) that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery hereof by each of Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, contravene, conflict with, require any consent or notice under, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation obligation, to a right to challenge the Transactions or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements result in the triggering of any person underpayments pursuant to, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Parent By-laws or the comparable charter or organizational documents of Merger Sub or any Significant Parent Subsidiary, (ii) any indenture, credit agreement, mortgage, note, instrument of indebtedness or any Parent Contract or Parent Benefit Plan to which Parent or any Significant Parent Subsidiary is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Significant Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing Filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement hereof or the consummation of the TransactionsTransactions or the ownership by Parent of the Surviving Corporation following the Closing, other than (i) compliance with and filings under the HSR ActRequired Antitrust Filings, (ii) the filing with the SEC of (A) (x) the Proxy Statement/Prospectus and (y) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) such Filings and Consents as may be required under the rules and regulations of the NYSE, (iv) the filing of the Articles Certificates of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental LawsDelaware, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 6.08 (Transfer Taxes) and (viivi) such other items that, individually Filings and Consents the failure of which to obtain or in the aggregate, have make has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The Except as set forth on Section 4.04(a) of the Parent Disclosure Letter, the execution and delivery by each of Parent, Parent OP and Merger Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, assuming receipt of the Parent Stockholder Approval, conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancelation or acceleration of any obligation or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent, Parent OP or any of its subsidiaries Parent Subsidiaries under, any provision of (i) the Parent Chartercharter, the Parent By-laws bylaws or the charter or other organizational documents of Parent, Parent OP and Merger Sub or any Parent SubsidiarySubsidiaries, (ii) any Contract to which Parent, Parent OP, Merger Sub or any Parent Subsidiary Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent, Parent OP, Merger Sub or any Parent Subsidiary Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected likely to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent, Parent OP or any Parent Subsidiary Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the Joint Proxy Statement declaration of the effectiveness of the Form S-4, and (B) such reports under, or other applicable requirements of, under Section 13 of the Exchange Act, Act as may be required in connection with this Agreement, the Merger and the other Transactions, (ii) such filings as may be required under any state securities Laws, (iii) the filing of the Articles of Merger with the Secretary of State and acceptance for record of the State Articles of NevadaMerger by the SDAT, (iv) compliance the filing of the Partnership Certificate of Merger and the Company Certificate of Merger with and such filings as may be required under applicable Environmental Lawsthe SOS, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 6.08, (vi) such filings as may be required under the rules and regulations of the NYSE and (vii) such other items thatthat would not reasonably be likely to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent, U.S. Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Sub of the Offer, the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent, U.S. Parent or any of its Parent’s other subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent, U.S. Parent, Merger Sub or any Parent Subsidiaryof Parent’s other subsidiaries, (ii) any Contract to which Parent, U.S. Parent or any Parent Subsidiary of Parent’s other subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent, U.S. Parent or any Parent Subsidiary of Parent’s other subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent, U.S. Parent or any Parent Subsidiary of Parent’s other subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) (A) compliance with and filings under the HSR ActAct and (B) filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods required under any other Antitrust Law, (ii) (A) the filing of a joint voluntary notice with CFIUS pursuant to Exon-▇▇▇▇▇▇ and written confirmation by CFIUS of the successful completion of the Exon-▇▇▇▇▇▇ review process, and (B) compliance with and filings under the ITAR and any other applicable national or industrial security regulations, (iii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement Offer Documents and (B) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Offer, the Merger and the other Transactions, (iiiiv) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental LawsDelaware, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 6.09, (vi) such filings as may be required under the rules and regulations of the New York Stock Exchange and the Toronto Stock Exchange and (vii) (A) such other items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect or (B) as are set forth in the letter, dated as of the date of this Agreement, from Parent and U.S. Parent to the Company (the “Parent Disclosure Letter”).

No Conflicts; Consents. (a) The Except as set forth on Section 4.04(a) of the Parent Disclosure Letter, the execution and delivery by each of Parent, Parent OP, OP Merger Sub and Sub IRT LP LLC of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, assuming receipt of the Parent Stockholder Approval, conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancelation or acceleration of any obligation or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent, Parent OP or any of its subsidiaries Parent Subsidiaries under, any provision of (i) the Parent Chartercharter, the Parent By-laws bylaws or the charter or other organizational documents of Parent, Parent OP, OP Merger Sub, IRT LP LLC or any Parent SubsidiarySubsidiaries, (ii) any Contract to which Parent, Parent OP, OP Merger Sub, IRT LP LLC or any Parent Subsidiary Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent, Parent OP, OP Merger Sub, IRT LP LLC or any Parent Subsidiary Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected likely to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent, Parent OP or any Parent Subsidiary Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the Joint Proxy Statement declaration of the effectiveness of the Form S-4, and (B) such reports under, or other applicable requirements of, under Section 13 of the Exchange Act, Act as may be required in connection with this Agreement, the Merger and the other Transactions, (ii) such filings as may be required under any state securities Laws, (iii) the filing of the Articles of Merger with the Secretary of State of the State of NevadaSDAT, (iv) compliance the filing of the Partnership Certificate of Merger and the Company Certificate of Merger with and such filings as may be required under applicable Environmental Lawsthe SOS, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 6.08, (vi) such filings as may be required under the rules and regulations of the NYSE MKT and (vii) such other items thatthat would not reasonably be likely to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement by Parent and Merger Sub do not, and the consummation performance of this Agreement by Parent and Merger Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, (i) conflict withwith or violate any Law or Judgment applicable to Parent or Merger Sub or their respective properties or assets, (ii) violate or conflict with the articles of incorporation, by-laws or other organizational documents of either Parent or Merger Sub or (iii) result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in any violation of or default (with or without notice or lapse of time, or both) underany, or give rise to a right any rights of termination, cancelation cancellation or acceleration of any obligation obligations or to any loss of a any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any a Lien upon on any of the properties property or assets of Parent or any of its subsidiaries underMerger Sub pursuant to, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Subsidiary, (ii) any Contract to which Parent or any Parent Subsidiary Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b)are bound, any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other thanexcept for, in the case of clauses (ii) and clause (iii) above, any such items thatconflicts, violations, breaches or defaults which, individually or in the aggregate, have not had and would not be reasonably be expected likely to have a (x) impair, in any material respect, the ability of either Parent Material Adverse Effector Merger Sub to perform its respective obligations under this Agreement or (y) prevent or materially delay the consummation of any of the Transactions. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than Except for (i) compliance with and filings under applicable requirements, if any, of the HSR Exchange Act, (ii) the filing with pre-merger notification and report requirements of the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange HSR Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, and (iv) compliance with with, and such filings as may be required under under, applicable Environmental Gaming Laws, (v) compliance neither Parent nor Merger Sub is required to submit any notice, report or other filing with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required any Governmental Entity in connection with the Taxes described execution, delivery or performance of this Agreement or the consummation of the Transactions. No waiver, consent, approval or authorization of any Governmental Entity is required to be obtained or made by Parent or Merger Sub in Section 6.09 and (vii) such other items thatconnection with their execution, individually delivery or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effectperformance of this Agreement.

No Conflicts; Consents. (a) The execution and delivery by each of the Parent and Sub of this Agreement do Agreement, does not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Charter or Parent By-laws or the charter or organizational documents of any Parent SubsidiaryBylaws, (ii) any material Contract to which the Parent or any Parent Subsidiary is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any material Judgment or material Law applicable to the Parent or any Parent Subsidiary or their respective its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than the (iA) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) a report on Form 6-K disclosing the Form S-4 and the Joint Proxy Statement and Transactions contemplated hereby, including all required exhibits thereto; (B) such reports under, or other applicable requirements of, the Exchange Actfilings under state “blue sky” laws, as each may be required in connection with this Agreement, the Merger Agreement and the other Transactions, ; and (iiiC) the filing listing of the Articles Parent Shares with The NASDAQ Capital Market pursuant to a Listing of Merger Additional Shares Notification with the Secretary of State of the State of Nevada, The NASDAQ Stock Market LLC (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities“NASDAQ Listing Approval”), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance by each of Parent and Merger Sub of this Agreement do not, its covenants and agreements hereunder and the consummation by Parent and Sub of the Merger and transactions contemplated hereby, including the other Transactions and compliance by Parent and Sub with the terms hereof Merger, will not, (i) subject to obtaining the Parent Shareholder Approval, conflict with, or result in any violation of any provision of, the Organizational Documents of Parent or Merger Sub, (ii) subject to obtaining the Consents set forth in Section 4.05(a)(ii) of the Parent Disclosure Letter (the “Parent Required Consents” and, together with the Company Required Consents, the “Required Consents”), conflict with, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any material obligation or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any a Lien upon any of the respective properties or assets of Parent or any of its subsidiaries underParent, any provision of (i) the Parent CharterSubsidiary or Merger Sub pursuant to, the Parent By-laws or the charter or organizational documents of any Parent Subsidiary, (ii) any Contract to which Parent or Parent, any Parent Subsidiary or Merger Sub is a party or by which any of their respective properties or assets is bound or any Permit applicable to the business of Parent, any Parent Subsidiary or Merger Sub or (iii) subject to obtaining the filings Parent Shareholder Approval and other matters the Consents referred to in Section 4.04(b4.05(b) and making the Filings referred to in Section 4.05(b), conflict with, or result in any violation of any provision of, any Judgment or Law Law, in each case, applicable to Parent or Parent, any Parent Subsidiary or Merger Sub or their respective properties or assets, other thanexcept for, in the case of the foregoing clauses (ii) and (iii) above), any such items thatmatter that would not have or would not be reasonably expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent ofof or from, or registration, declaration Filing made to or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by Parent or Parent, any Parent Subsidiary or any other Affiliate of Parent in connection with the execution, Parent’s and Merger Sub’s execution and delivery and performance of this Agreement or their performance of their covenants and agreements hereunder or the consummation of the Transactionstransactions contemplated hereby, other than including the Merger, except for the following: (i) compliance (1) the filings with the SEC, in preliminary and filings under definitive form, of the HSR Act, Proxy Statement/Prospectus and (ii2) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or and such other applicable requirements ofcompliance with, the Exchange Act, or the Securities Act, and rules and regulations of the SEC promulgated thereunder, as may be required in connection with this AgreementAgreement or the Merger; (ii) compliance with, Filings under and the expiration or termination of any applicable waiting period under the HSR Act, and such other Consents or Filings as are required to be made or obtained under any other Antitrust Law; (1) Filing with, and the Consent of, the Merger FERC under Section 203 of the FPA, (2) Filings with, and the other TransactionsConsent of, the NRC, (iii3) Filings with, and the Consent of, the KCC and (4) the Filings and Consents set forth in Section 4.05(b)(iii) of the Parent Disclosure Letter (the Consents and Filings set forth in Section 4.05(b)(ii) and this Section 4.05(b)(iii), collectively, the “Parent Required Statutory Approvals” and, together with the Company Required Statutory Approvals, the “Required Statutory Approvals”); (iv) the Parent Required Consents; (v) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, Kansas and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; (ivvi) compliance with and such filings as may be required under (1) the rules and regulations of the NYSE and (2) applicable Environmental state securities, “blue sky” or takeover Laws and applicable foreign securities Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and ; (vii) Filings and Consents as are required to be made or obtained under state or federal property transfer Laws or Environmental Laws; and (viii) such other items thatFilings and Consents the failure of which to make or obtain would not have or would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent, Merger Sub or any Parent Subsidiaryof Parent’s subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b3.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties properties, rights or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under U.S. Antitrust Laws, including the HSR Act, (ii) compliance with and filings required to be made under the FATA, (iii) the applicable requirements of Foreign Antitrust Laws, (iv) notices to DSS pursuant to NISPOM, (v) a notice to DDTC pursuant to the ITAR, (vi) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act as may be required in connection with this Agreement, the Merger and the other Transactions, (iiivii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 Delaware and (viiviii) such other items that(A) required solely by reason of the participation of the Company (as opposed to any third Person) in the Transactions or (B) that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent ▇▇▇▇▇▇ and Merger Sub of this Agreement do and the Statutory Merger Agreement does not, and the performance by it of its obligations hereunder and thereunder and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will notnot (i) contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of Parent or Merger Sub; (ii) assuming compliance with the matters referred to in Section 4.03(b) (solely with respect to the performance of this Agreement and the consummation of the Transactions), contravene, conflict with or result in a violation or breach of any Law or Judgment, in each case, applicable to Parent or Merger Sub or by which their respective properties or assets are bound or affected; (iii) require any payment to or consent or other action by, or notice to, any Person under, constitute a breach or default (or constitute an event that, with or without notice or lapse of time, time or both, would constitute a breach or default) under, or give rise to a right of cause or permit the termination, cancelation cancellation, acceleration or acceleration other change of any right or obligation or to the loss of a material any benefit under, to which Parent or to increased, additional, accelerated or guaranteed rights or entitlements Merger Sub is entitled under any provision of any person under, Contract or any Permit of Parent or Merger Sub or by which their respective property or assets are bound or affected; or (iv) result in the creation or imposition of any Lien upon on any of the properties asset or assets property of Parent or any of its subsidiaries underMerger Sub, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Subsidiary, (ii) any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other thanwith only such exceptions, in the case of each of clauses (ii) and (iii) abovethrough (iv), any such items thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, with or permit from, notice to any Governmental Entity is required to be obtained or made by or with respect to the Parent or any Parent Subsidiary Merger Sub in connection with the execution, delivery and performance of this Agreement or the Statutory Merger Agreement or the consummation of the Transactions, other than than: (i) compliance applicable requirements of, or filings with, the SEC in accordance with and filings under the HSR Exchange Act, ; (ii) the filing by Parent with the SEC of the Schedule 13E-3; (Aiii) compliance with applicable rules and regulations of the Form S-4 and the Joint Proxy Statement and NYSE; (Biv) such reports under, or other applicable requirements ofapprovals pursuant to relevant Antitrust Laws, the Exchange Actabsence of which would reasonably be expected to prevent, as may be required in connection with this materially delay or materially impair the consummation of the Transactions; (v) executing and delivering the Statutory Merger Agreement, the Merger and the other Transactions, ; (iiivi) the filing of the Articles of Merger Application with the Secretary of State of Registrar pursuant to the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 Bermuda Companies Act; and (vii) such other items thatConsents, registrations, declarations, filings or notices, the failure of which to be obtained or made, individually or in the aggregate, have has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent Parent, US Corp., Merger Sub and Sub Merger LLC of this Agreement do not, and the consummation by Parent and Sub of the Merger and Merger, the Subsequent Merger, the Share Issuance, the other Transactions and the Financing and compliance by Parent with and Sub with performance of the terms hereof and thereof will not, conflict with, or not result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent or any right of termination, cancelation cancellation, acceleration or acceleration material modification of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person underright, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Parent By-laws or the comparable charter or organizational documents of any Parent Subsidiary, (ii) any material Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any material Judgment or material Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect or materially impair the ability of Parent to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Transactions or the Financing. (b) No Consent of, or registration, declaration or filing Filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement hereof or the consummation of the TransactionsTransactions or the Financing, other than (i) compliance with and filings Filings under the HSR ActAct and any Filings required under other applicable Regulatory Laws, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act as may be required in connection with this Agreement, the Merger Merger, the Subsequent Merger, the other Transactions and the other TransactionsFinancing, (iii) such Filings as are required by Nasdaq or the TSX or under US state securities or “blue sky” Laws or securities Laws of jurisdictions other than the United States, (iv) the filing of the Articles Certificate of Merger and the filing of the certificate of merger in connection with the Subsequent Merger, in each case with the Secretary of State of the State of NevadaDelaware, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually Consents and Filings the failure of which to obtain or in the aggregate, have make has not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse EffectEffect or materially impair the ability of Parent to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Transactions or the Financing.

No Conflicts; Consents. (a) The None of the execution and delivery by each of Parent and Sub of this Agreement do notby Parent or Purchaser, and the consummation by Parent and Sub or Purchaser of the Merger and the other Transactions and compliance by Parent and Sub transactions contemplated hereby will (i) result in a violation or breach of or conflict with the terms hereof will notcertificate or articles of incorporation or bylaws of Parent, Purchaser or Parent Subsidiaries, (ii) result in a violation or breach of or conflict withwith any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in any violation of or default (with or without notice or lapse of timethe termination, or both) undercancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination, cancelation cancellation or acceleration of any obligation obligations or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent owned or operated by Parent, Purchaser or any of its subsidiaries under, any provision of (i) the Parent CharterSubsidiaries, or right of rescission under any of the Parent By-laws terms, conditions or the charter or organizational documents provisions of any Parent Subsidiary, (ii) any Contract to which Parent Parent, Purchaser or any of the Parent Subsidiary Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets is may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings and other matters referred to in Section 4.04(b3.2(b), violate any Judgment or Law applicable to Parent Parent, Purchaser or any of the Parent Subsidiary Subsidiaries or any of their respective properties or assets, assets other than, than any such event described in the case of clauses items (ii) and or (iii) abovewhich, any such items thatwhich, individually or in the aggregate, have has not had and would not reasonably be expected to, either individually or in the aggregate, prevent, impair, impede, delay or frustrate the ability of Parent and Purchaser to have a Parent Material Adverse Effectperform their obligations hereunder. (b) No Consent consent, approval, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity Authority is required necessary to be obtained or made by Parent or Parent, any Parent Subsidiary or Purchaser in connection with the Parent’s or Purchaser’s execution, delivery and performance of this Agreement or the consummation by Parent or Purchaser of the Transactionstransactions contemplated hereby, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) except for the filing of the Articles of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings reports as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required Exchange Act or the HSR Act in connection with this Agreement and the Taxes described in Section 6.09 transactions contemplated hereby, and (vii) except where the failure to obtain or take such other items thataction, individually or in the aggregate, have not had and would not reasonably be expected to have a prevent impair, impede, delay or frustrate the ability of Parent Material Adverse Effectand Purchaser to perform their obligations hereunder.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Sub of this Agreement do not, and the consummation by Parent and Sub of the Offer, the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof of this Agreement will not, conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, under any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b5.4(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, except in the case of clauses (ii) and (iii) above, any for such items that, matters that individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Parent Material Adverse Effectand its subsidiaries, taken as a whole (a PARENT MATERIAL ADVERSE EFFECT). (b) No Consent of, or registration, declaration or filing with, or permit from, Permit from any Governmental Entity or termination or expiration of any waiting period under applicable Law, is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Sub in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than than: (i) compliance with and filings under the HSR ActAct and all other applicable competition and antitrust Laws, including under the German Federal Cartel Office, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement Offer Documents and (B) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 7.8, (vi) filings under state securities or takeover Law and (vii) such other items that, individually or in filings as may be required under Chapter 80B of the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectMinnesota Statutes.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement do and by Parent of the Tender Agreement does not, and the consummation by Parent and Sub of the Offer, the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation amendment, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated impose any penalty or guaranteed rights or entitlements of any person fine under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or any of its subsidiaries Subsidiaries under, any provision of (ia) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent or any Parent Subsidiaryof its Subsidiaries, (iib) any material Contract to which Parent or any Parent Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iiic) subject to the filings and other matters referred to in Section 4.04(b)the following sentence, any Judgment provision of any Order or Applicable Law applicable to Parent or any Parent Subsidiary of its Subsidiaries or their respective material properties or assets, other than, in the case of clauses (iib) and (iiic) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) . No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Sub in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR ActAct and any applicable Foreign Competition Laws, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement Offer Documents and (B) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the Tender Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Office of the Secretary of State of the State of NevadaDelaware, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 7.08, and (viiv) such other items thatConsents, individually registrations, declarations or filings required to be made solely by reason of the Company’s participation in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectTransactions.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Acquisition Sub of this Agreement and each Transaction Agreement to which it is a party, do not, the execution of the Parent Voting Agreement does not and the consummation by Parent and Sub of the Merger and the other Transactions to which it is a party and compliance by Parent with and Sub with performance of the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) subject to effectiveness of the Parent Facility Amendments (as defined in Section 4.07) as contemplated by the Parent Consent Letter (as defined in Section 4.07), any material Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any material Judgment or material Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not be reasonably be expected likely to have have, a material adverse effect on Parent (a "Parent Material Adverse Effect") (excluding for purposes of this Section 4.04(a) and the application of Section 7.03(a) hereto, clause (a)(iii) of the definition "material adverse effect"). (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its subsidiaries in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which Parent or Acquisition Sub is a party or the consummation of the TransactionsTransactions to which Parent or Acquisition Sub is a party or in connection with the execution and performance of the Parent Voting Agreement, other than (i) compliance with and filings under (A) the HSR Act, (B) the Japanese Anti-Monopoly Law, (C) other Antitrust Laws, (D) the FEL, (E) the rules and regulations of the TSE, (F) the JCL and (G) the CRL, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act as may be required in connection with this AgreementAgreement and the other Transaction Agreements, the Merger and the other Transactions, (iii) the filing with the Bureau of the Articles Japanese Information Statement as may be required under the SEL in connection with the Parent Stock Purchase Agreement, the other Transaction Agreements, the Parent Stock Acquisition and the other Transactions, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of NevadaDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (ivv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 6.09, (vii) filings under any applicable state takeover Law and (viiviii) such other items (A) required solely by reason of the participation of the Company (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not be reasonably be expected likely to have a Parent Material Adverse EffectEffect (excluding for purposes of this Section 4.04(b) and the application of Section 7.03(a) hereto, clause (a)(iii) of the definition "material adverse effect").

No Conflicts; Consents. (ai) The execution and delivery by each of Parent and Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Parent or any of its subsidiaries (the “Parent Subsidiaries”) under, any provision of (iA) the Parent Charter, the Parent By-laws Bylaws or the charter or comparable organizational documents of any Parent Subsidiary, (iiB) any Contract contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract”) to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iiiC) subject to the filings and other matters referred to in Section 4.04(b)paragraph (3)(ii) below, any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (iiB) and (iiiC) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected a material adverse effect on the ability of Parent to have a Parent Material Adverse Effectcomply with the terms of this Agreement. (bi) No Consent consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of compliance with the Transactionsterms hereof, other than (i) compliance with and filings under the HSR Act, (iiX) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act as may be required in connection with this Agreement, the Merger and the other Transactions, (iiiY) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with the rules and such filings as may be required under applicable Gaming Laws (including those promulgated by regulations of the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 NASDAQ and (viiZ) such other items thatthat the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected a material adverse effect on the ability of Parent to have a Parent Material Adverse Effectcomply with the terms of this Agreement.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation performance by each of Parent and Sub of the Merger its obligations hereunder and the other Transactions and compliance by Parent and Sub with consummation of the terms hereof transactions contemplated hereby will not, conflict with, or result in any violation of or breach of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person Person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws certificate of incorporation or the charter bylaws (or other comparable organizational documents of Parent or any Parent Subsidiaryof its Subsidiaries), (ii) any Contract Contracts to which Parent or any Parent Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound bound, or (iii) subject to the filings and other matters referred to in Section 4.04(b3.04(b), any Judgment or Law Legal Requirement applicable to Parent or any Parent Subsidiary of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect on Parent and its Subsidiaries taken as a whole. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than Except for (i) compliance with and filings under the HSR Actapprovals listed on Section 3.04(b) of the Company Disclosure Letter (which approvals Parent has no reason to believe, as of the date hereof, there will be any impediment to obtaining), (ii) the filing with the SEC of (A) the Form S-4 Offer Documents and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act as may be required in connection with this Agreement, the Merger Offer and the other TransactionsMerger, and (iii) the filing of the Articles of Merger and Certificate of Merger and other appropriate merger documents required by the FBCA and DGCL, no consent, approval or action of, filing with the Secretary of State or notice to any Governmental Entity or other public or private third party by Parent is necessary or required under any of the State terms, conditions or provisions of Nevadaany Legal Requirement applicable to Parent or any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by each of Parent and Sub, (iv) compliance with the performance by each of Parent and Sub of its obligations hereunder or the consummation of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items thatbe, individually or in the aggregate, have not had and would not be reasonably be expected to have a Parent Material Adverse EffectEffect on Parent and its Subsidiaries taken as a whole.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger Merger, the Share Issuance and the other Transactions and compliance by Parent and Sub with the terms hereof of this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation, to any obligation to make an offer to purchase any indebtedness, or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien (other than Liens created by the Financing) upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Parent By-laws Bylaws or the comparable charter or organizational documents of any Significant Parent Subsidiary, (ii) any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have are not had and having or would not reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (iiA) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and Statement/Prospectus in definitive form, (B) the filing with the SEC, and declaration of effectiveness, of the Form S-4, in which the Proxy Statement will be included, (C) the filing with the SEC of such reports under, or and such other applicable requirements ofcompliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other TransactionsTransactions and (D) the filing of such applications with, and compliance with requirements of, the NYSE, (ii) (A) compliance with and filings under the HSR Act and the termination of the waiting period required thereunder, (B) compliance with any applicable requirements under the EC Merger Regulation and (C) filings and approvals that to the Parent’s Knowledge are required to be made under any Foreign Antitrust Laws, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent is qualified to do business, (iv) compliance with and such filings and approvals as may are required to be required made or obtained under applicable Environmental Lawsthe securities or “blue sky” laws of various states in connection with the issuance of Parent Common Stock pursuant to this Agreement, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by of the Nevada Gaming Authorities), (vi) such filings foregoing as may be required in connection with the Taxes described in Section 6.09 Financing and (viivi) such other items that, individually or in the aggregate, have are not had and having or would not reasonably be expected to have a Parent Material Adverse EffectEffect on Parent.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any material obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries the Parent Subsidiaries under, any provision of (i) the Organizational Documents of Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Subsidiary, (ii) any Parent Permit or any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b5.4(b) and Section 6.3(a), any Judgment or Law applicable to Parent or any the Parent Subsidiary Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR ActAct and the Austrian Cartel ▇▇▇ ▇▇▇▇, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and Statement, (B) the Schedule 13E-3, and (C) such reports under, or other applicable requirements of, under the Exchange Act, Act and the Securities Act as may be required in connection with this Agreement, Agreement or the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of the State of Nevadaother jurisdictions in which Parent or Merger Sub is qualified to do business, and (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items thatthat the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance by each of Parent and Merger Sub of this Agreement do not, its covenants and agreements and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, (i) conflict with, or result in any violation of any provision of, the Organizational Documents of Parent or Merger Sub, (ii) subject to obtaining the Consents set forth in Section 4.03(a)(ii) of the Parent Disclosure Letter (the “Parent Required Consents” and, together with the Company Required Consents, the “Required Consents”), conflict with, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any material obligation or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of under any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Subsidiary, (ii) any material Contract to which Parent or any Parent Subsidiary Merger Sub is a party or by which any of their respective properties or assets is bound or any material Permit applicable to the business of Parent and its Affiliates or (iii) subject to obtaining the filings and other matters Consents referred to in Section 4.04(b4.03(b) and making the Filings referred to in Section 4.03(b), conflict with, or result in any violation of any provision of, any Judgment or Law Law, in each case, applicable to Parent or any Parent Subsidiary Merger Sub or their respective properties or assets, other thanexcept for, in the case of the foregoing clauses (ii) and (iii) above), any such items thatmatter that would not have or would not be reasonably expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent ofof or from, or registration, declaration Filing made to or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by Parent or any Affiliate of Parent Subsidiary in connection with the execution, Parent’s and Merger Sub’s execution and delivery and performance of this Agreement or their performance of their covenants and agreements hereunder or the consummation of the TransactionsMerger, other than except for the following: (i) compliance with with, Filings under and filings the expiration of any applicable waiting period under the HSR Act; (1) Filings with, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements Consent of, the Exchange ActFERC under Section 203 of the FPA, as may be required in connection (2) the CFIUS Approval, and Filings with this Agreementrespect thereto, (3) the Filings with, and the Consent of, the Merger State Commissions, (4) pre-approvals of license transfers with the FCC, and (5) and the other TransactionsFilings and Consents set forth in Section 4.03(b)(ii) of the Parent Disclosure Letter (the Consents and Filings set forth in Section 4.03(b)(i) and this Section 4.03(b)(ii), collectively, the “Parent Required Statutory Approvals” and, together with the Company Required Statutory Approvals, the “Required Statutory Approvals”); (iii) the Parent Required Consents; (iv) the filing of the Articles Certificate of Merger with the Office of the Secretary of State of the State of Nevada, (iv) compliance Kansas and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and such filings as may be required under applicable Environmental Laws, the Company are qualified to do business; (v) compliance with Filings and such filings Consents as may are required to be required made or obtained under applicable Gaming state or federal property transfer Laws (including those promulgated by the Nevada Gaming Authorities), or Environmental Laws; and (vi) such filings as may other Filings and Consents the failure of which to make or obtain would not have or would not reasonably be required in connection with the Taxes described in Section 6.09 and (vii) such other items thatexpected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Merger Sub of the Merger and the other Transactions transactions contemplated hereby and compliance by Parent and Merger Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or comparable organizational documents of any Parent Subsidiary, (ii) any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit Permit from, any Governmental Entity is required to be obtained or made by Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsMerger and the other transactions contemplated hereby, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such other reports under, or other applicable requirements of, the Securities Act and the Exchange Act, Act as may be required in connection with this Agreement, the Merger and the other Transactions, transactions contemplated hereby and (iiiii) the filing of the Articles Certificates of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectDelaware.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement do notAgreement, and the consummation by Parent and Sub of the Merger and the other Transactions transactions contemplated hereby and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) subject to obtaining the UK Parent Shareholder Approval, any Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b)) and subject to obtaining the UK Parent Shareholder Approval, any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would is not reasonably be expected likely to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or notice to, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Sub in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactionstransactions contemplated hereby, other than (i) compliance with and filings under (A) the HSR Act, (B) Exon-F▇▇▇▇▇ and (C) the requirements of any applicable competition, antitrust or similar Law of any jurisdiction outside the United States, (ii) the filing compliance with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other any applicable requirements of, of the Exchange Act, as may be required Act in connection with this Agreement, the Merger and the other Transactionstransactions contemplated hereby, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 6.09, (v) compliance with any applicable requirements of the U.K. Listing Authority (the “UKLA”), (vi) such other items required by reason of the participation of the Company (as opposed to any other third party) in the transactions contemplated hereby and (vii) such other items thatConsents, registrations, declarations, filings, notices or permits, the failure of which to obtain or make, individually or in the aggregate, have not had and would is not reasonably be expected likely to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent Parent, Merger Sub and Sub of this Agreement Merger LLC hereof do not, and the consummation by Parent and Sub of the Merger Merger, the Subsequent Merger, the Share Issuance and the other Transactions and compliance by Parent and Sub with the terms hereof and thereof will notnot contravene, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation obligation, to a right to challenge the Transactions or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Parent By-laws or the comparable charter or organizational documents of any Significant Parent Subsidiary, (ii) any material Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any material Judgment or material Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect or materially impair the ability of Parent to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Transactions. (b) No Consent of, or registration, declaration or filing Filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement hereof or the consummation of the Transactions, other than (i) compliance with and filings under the HSR ActAct and any filings required under other applicable Regulatory Laws, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act as may be required in connection with this Agreement, the Merger, the Subsequent Merger and the other Transactions, (iii) such filings as are required under U.S. state securities or “blue sky” Laws or securities Laws of jurisdictions other than the United States, (iv) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental LawsDelaware, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), rules and regulations of the NYSE and (vi) such filings as may be required in connection with other Consents and Filings the Taxes described in Section 6.09 and (vii) such other items that, individually failure of which to obtain or in the aggregate, have make has not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse EffectEffect or materially impair the ability of Parent to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Transactions.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance with the terms hereof and thereof by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person Person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Sub under, any provision of (i) the certificate of incorporation or bylaws of Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent SubsidiarySub, (ii) any Contract to which Parent or any Parent Subsidiary Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment material Order or material Law applicable to Parent or any Parent Subsidiary Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or Order of, or registration, declaration or filing with, or permit Permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Sub in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A1) the Form S-4 and the Joint Proxy Statement Statement, and (B2) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iiiii) the filing of the Articles Certificate of Merger with the Delaware Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (viiiii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance by each of Parent and Merger Sub of this Agreement do not, its covenants and agreements hereunder and the consummation by Parent and Sub of the Merger and transactions contemplated hereby, including the other Transactions and compliance by Parent and Sub with the terms hereof Merger, will not, (i) conflict with, or result in any violation of any provision of, the Organizational Documents of Parent or Merger Sub, (ii) subject to obtaining the Consents set forth in Section 4.03(a)(ii) of the Parent Disclosure Letter (the “Parent Required Consents” and, together with the Company Required Consents, the “Required Consents”), conflict with, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any material obligation or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any a Lien upon any of the respective properties or assets of Parent or Parent, any of its subsidiaries underParent’s Subsidiaries (each, any provision of (i) the a “Parent CharterSubsidiary,” and collectively, the “Parent By-laws Subsidiaries”) or the charter or organizational documents of any Parent SubsidiaryMerger Sub pursuant to, (ii) any Contract to which Parent or Parent, any Parent Subsidiary or Merger Sub is a party or by which any of their respective properties or assets is bound or any Permit applicable to the business of Parent, any Parent Subsidiary or Merger Sub or (iii) subject to obtaining the filings and other matters Consents referred to in Section 4.04(b4.03(b) and making the Filings referred to in Section 4.03(b), conflict with, or result in any violation of any provision of, any Judgment or Law Law, in each case, applicable to Parent or Parent, any Parent Subsidiary or Merger Sub or their respective properties or assets, other thanexcept for, in the case of the foregoing clauses (ii) and (iii) above), any such items thatmatter that would not have or would not be reasonably expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent ofof or from, or registration, declaration Filing made to or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by Parent or Parent, any Parent Subsidiary or any other Affiliate of Parent in connection with the execution, Parent’s and Merger Sub’s execution and delivery and performance of this Agreement or their performance of their covenants and agreements hereunder or the consummation of the Transactionstransactions contemplated hereby, other than including the Merger, except for the following: (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or and such other applicable requirements ofcompliance with, the Exchange Act, or the Securities Act, and rules and regulations of the SEC promulgated thereunder, as may be required in connection with this AgreementAgreement or the Merger; (ii) compliance with, Filings under and the expiration or termination of any applicable waiting period under the HSR Act; (iii) (1) Filing with, and the Consent of, the Merger FERC under Section 203 of the FPA, (2) Filings with, and the other TransactionsConsent of, the Governmental Entities set forth in Section 4.03(b)(iii) of the Parent Disclosure Letter and (iii3) the Filings and Consents set forth in Section 4.03(b)(iii) of the Parent Disclosure Letter (the Consents and Filings set forth in Section 4.03(b)(ii) and this Section 4.03(b)(iii), collectively, the “Parent Required Statutory Approvals” and, together with the Company Required Statutory Approvals, the “Required Statutory Approvals”); (iv) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, Indiana; (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), rules and regulations of the NYSE; and (vi) such filings as may other Filings and Consents the failure of which to make or obtain would not have or would not reasonably be required in connection with the Taxes described in Section 6.09 and (vii) such other items thatexpected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The Except as set forth in the Parent SEC Documents (defined in Section 4.06(a) below), the execution and delivery by each of the Parent and Sub of this Agreement do Agreement, does not, and the consummation by Parent and Sub of the Merger and the other Transactions Transactions, and compliance by Parent and Sub with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Charter or Parent By-laws Bylaws or the comparable charter or organizational documents of any Parent Subsidiary, (ii) any Contract to which the Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any Judgment or material Law applicable to the Parent or any Parent Subsidiary or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than the (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) reports under Sections 13 and 15 of the Form S-4 and the Joint Proxy Statement Exchange Act and (Bii) such reports under, or other applicable requirements of, the Exchange Actfilings under state “blue sky” laws, as each may be required in connection with this Agreement, the Merger Agreement and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Merger Sub of the Merger and the other Transactions to be performed or consummated by Parent and Merger Sub in accordance with the terms of this Agreement and compliance by Parent and Merger Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or comparable organizational documents of any Parent Subsidiary, (ii) any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit Permit from, any Governmental Entity Entity, is required to be obtained or made by Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsMerger and the other Transactions to be performed or consummated by Parent in accordance with the terms of this Agreement, other than (i) compliance with and filings under the HSR ActAct and Foreign Competition Laws, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other TransactionsTransactions to be performed or consummated by Parent in accordance with the terms of this Agreement, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent is qualified to do business, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings approvals as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities)Laws, (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (viiv) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Offer, the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Chartercharter, the Parent Byby-laws or the charter or other organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement Offer Documents and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act as may be required in connection with this Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State The Commonwealth of NevadaMassachusetts, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 6.09, (v) compliance with and filings under the Laws of the European Union, Brazil, Germany, Ireland, Italy, the Netherlands and certain other foreign jurisdictions, in each case if and to the extent required, and (viivi) such other items that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery hereof by each of Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, contravene, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation obligation, to a right to challenge the Transactions or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements result in the triggering of any person underpayments pursuant to, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Parent By-laws or the comparable charter or organizational documents of any Parent Subsidiary, (ii) any Contract indenture, credit agreement, mortgage, note, instrument of indebtedness or Benefit Plan to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.03(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. The representations and warranties set forth in this Section 4.03(a) shall apply mutatis mutandis with respect to the Amended and Restated Agreement and, solely with respect to the Amended and Restated Agreement, are made as of the Execution Date and as of the Closing Date. (b) No Consent of, or registration, declaration or filing Filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement hereof or the consummation of the TransactionsTransactions or the ownership by Parent of the Surviving Corporation following the Closing, other than (i) compliance with and filings under the HSR ActRequired Antitrust Filings, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Amended and Restated Agreement, the Merger and the other Transactions, (iii) such Filings and Consents as may be required under the rules and regulations of the NYSE, (iv) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental LawsDelaware, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 6.08 (Transfer Taxes), (vi) such Filings and Consents that may be required solely by reason of the Company’s (as opposed to any other third party’s) participation in the Transactions and (vii) such other items that, individually Filings and Consents the failure of which to obtain or in the aggregate, have make has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The representations and warranties set forth in this Section 4.03(b) shall apply mutatis mutandis with respect to the Amended and Restated Agreement and, solely with respect to the Amended and Restated Agreement, are made as of the Execution Date and as of the Closing Date.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Offer, the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Sub under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Subsidiaryor Sub, (ii) any Contract to which Parent or any Parent Subsidiary Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Sub in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement Offer Documents and (B) such reports under, or other applicable requirements of, under Section 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Offer, the Merger and the other Transactions, (iiiii) the filing of the Articles of Merger with the Secretary of State of the State of NevadaOregon, (iviii) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (viiv) such filings as may be required in connection with the Taxes taxes described in Section 6.09 6.08 and (viiv) such other items (A) that may be required under the applicable Law of any foreign country, (B) required solely by reason of the participation of the Company (as opposed to any third party) in the Transactions, (C) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect or (D) as are set forth in the letter, dated as of the date of this Agreement, from Parent to the Company (the "Parent Disclosure Letter").

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Sub Merger Subsidiary of this Agreement do does not, and the consummation by Parent and Sub of the Merger and the other Transactions transactions contemplated hereby, including the Financing, and compliance by Parent and Sub Merger Subsidiary with the terms hereof will not, conflict with, or result in any violation violation, modification, termination or acceleration of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties properties, rights or assets of Parent Parent, Merger Subsidiary or any of its subsidiaries their Subsidiaries under, any provision of (i) the Parent Chartergoverning instruments of Parent, the Parent By-laws Merger Subsidiary or the charter or organizational documents any of any Parent Subsidiarytheir Subsidiaries, (ii) any Contract to which Parent Parent, Merger Subsidiary or any Parent Subsidiary of their Subsidiaries is a party or by which any of their respective properties properties, rights or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Applicable Law applicable to Parent Parent, Merger Subsidiary or any Parent Subsidiary of their Subsidiaries or their respective properties properties, rights or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, of or registration, declaration or filing with, or permit from, with any Governmental Entity is required to be obtained or made by Parent or with respect to Parent, Merger Subsidiary or any Parent Subsidiary of their Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsMerger or the other transactions contemplated hereby, including the Financing, other than (i) the filing of the Certificate of Merger in connection with the Merger in accordance with the DGCL, (ii) compliance with and filings under the HSR ActAct or any Foreign Merger Control Law, (iiiii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange Act, as Consents that may be required solely by reason of the participation of the Company (as opposed to any other third party) in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, transactions contemplated hereby and (iv) compliance with and such filings as may be required under applicable Environmental Lawsany other Consent, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by registration, declaration or filing the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items thatfailure of which to obtain or make has not had, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The Except as set forth in Section 4.03 of the letter dated as of the date of this Agreement, from Parent to the Company (the "Parent Disclosure Letter"), the execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Charter or Parent By-laws or the charter or organizational documents of any Parent Subsidiarylaws, (ii) any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.03(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective its properties or assets, other than, than in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would could not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Sub in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, if applicable, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaFlorida, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (viiii) such filings as may be required in connection with the Taxes taxes described in Section 6.09 and (viiiv) such other items that, individually or as are set forth in Section 4.03 of the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectDisclosure Letter.

No Conflicts; Consents. ‌ (a) The execution and delivery of this Agreement by ▇▇▇▇▇▇ and Merger Sub does not, and the performance by each of Parent and Merger Sub of this Agreement do not, its covenants and agreements hereunder and the consummation by Parent and Sub of the Merger and transactions contemplated hereby, including the other Transactions and compliance by Parent and Sub with the terms hereof Merger, will not, (i) subject to obtaining the Parent Shareholder Approval, conflict with, or result in any violation of any provision of, the Organizational Documents of Parent or Merger Sub, (ii) subject to obtaining the Consents set forth in Section 4.05(a)(ii) of the Parent Disclosure Letter (the “Parent Required Consents” and, together with the Company Required Consents, the “Required Consents”), conflict with, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any material obligation or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any a Lien upon any of the respective properties or assets of Parent or any of its subsidiaries underParent, any provision of (i) the Parent CharterSubsidiary or Merger Sub pursuant to, the Parent By-laws or the charter or organizational documents of any Parent Subsidiary, (ii) any Contract to which Parent or Parent, any Parent Subsidiary or Merger Sub is a party or by which any of their respective properties or assets is bound or any Permit applicable to the business of Parent, any Parent Subsidiary or Merger Sub or (iii) subject to obtaining the filings Parent Shareholder Approval and other matters the Consents referred to in Section 4.04(b4.05(b) and making the Filings referred to in Section 4.05(b), conflict with, or result in any violation of any provision of, any Judgment or Law Law, in each case, applicable to Parent or Parent, any Parent Subsidiary or Merger Sub or their respective properties or assets, other thanexcept for, in the case of the foregoing clauses (ii) and (iii) above), any such items thatmatter that would not have or would not be reasonably expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.Effect.‌ (b) No Consent ofof or from, or registration, declaration Filing made to or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by Parent or Parent, any Parent Subsidiary or any other Affiliate of Parent in connection with the execution, Parent’s and Merger Sub’s execution and delivery and performance of this Agreement or their performance of their covenants and agreements hereunder or the consummation of the Transactionstransactions contemplated hereby, other than including the Merger, except for the following:‌ (i) compliance (1) the filings with the SEC, in preliminary and filings under definitive form, of the HSR Act, Proxy Statement/Prospectus and (ii2) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or and such other applicable requirements ofcompliance with, the Exchange Act, or the Securities Act, and rules and regulations of the SEC promulgated thereunder, as may be required in connection with this AgreementAgreement or the Merger; (ii) compliance with, Filings under and the expiration or termination of any applicable waiting period under the HSR Act, and such other Consents or Filings as are required to be made or obtained under any other Antitrust Law;‌ (1) Filing with, and the Consent of, the Merger FERC under Section 203 of the FPA, (2) Filings with, and the other TransactionsConsent of, the NRC, (iii3) Filings with, and the Consent of, the KCC and (4) the Filings and Consents set forth in Section 4.05(b)(iii) of the Parent Disclosure Letter (the Consents and Filings set forth in Section 4.05(b)(ii) and this Section 4.05(b)(iii), collectively, the “Parent Required‌ Statutory Approvals” and, together with the Company Required Statutory Approvals, the “Required Statutory Approvals”); (iv) the Parent Required Consents; (v) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, Kansas and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; (ivvi) compliance with and such filings as may be required under (1) the rules and regulations of the NYSE and (2) applicable Environmental state securities, “blue sky” or takeover Laws and applicable foreign securities Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and ; (vii) Filings and Consents as are required to be made or obtained under state or federal property transfer Laws or Environmental Laws; and (viii) such other items thatFilings and Consents the failure of which to make or obtain would not have or would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Offer, the Merger and the other Recapitalization Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Chartercharter, the Parent Byby-laws or the charter or other organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Recapitalization Transactions, other than (i) if required by Law, compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement Offer Documents and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act as may be required in connection with this Agreement, the Offer, the Merger and the other Recapitalization Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 6.08, (v) filings required under, and compliance with other applicable requirements of, non-U.S. laws, as set forth in Section 3.05(b) of the Company Disclosure Letter, and (viivi) such other items that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Sub the Company of this Agreement and the Ancillary Agreements to which it is a party do not and will not, and the consummation by Parent and Sub of the Merger Transactions and the other Transactions transactions contemplated by such Ancillary Agreements and compliance by Parent and Sub with the terms hereof and thereof will not, (A) conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent the Company or any of its subsidiaries the Company Subsidiaries under, any provision of (i) the Parent Charter, Organizational Documents of the Parent By-laws or the charter or organizational documents of any Parent SubsidiaryCompany, (ii) any Contract to which Parent Company Permit or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound Company Specified Contract or (iii) subject to the filings and other matters referred to in Section 4.04(b)4.5(b) and Section 6.3(a) and, assuming the accuracy of Parent’s representations in Section 5.9, any Judgment Law or Law Privacy Obligations applicable to Parent or any Parent Subsidiary the Company, the Company Subsidiaries, or their respective properties or assets or, to the Knowledge of the Company, the Managed Professional Corporations or their respective properties or assets or (B) result in the creation or imposition of any Lien on any assets, business or properties of the Company, its Subsidiaries or, to the Knowledge of the Company, the Managed Professional Corporations, other than, in the case of clauses (iiA)(ii) and (iiiA)(iii) above and clause (B) above, any such items that, individually or in the aggregate, that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Company Material Adverse Effect. (b) No Consent consent, approval, license, permit, order, waiver or authorization (“Consent”) of, or registration, declaration declaration, notice or filing with, or permit from, any national, Federal, state, provincial, local or other government, domestic, foreign or supranational, or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, arbitral body (public or private), domestic or foreign (a “Governmental Entity Entity”), is required to be obtained or made by Parent or with respect to the Company, any Parent Company Subsidiary or, to the Knowledge of the Company, a Managed Professional Corporation in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the TransactionsTransactions or the other transactions contemplated by the Ancillary Agreements, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) a proxy statement relating to the Form S-4 adoption and approval of this Agreement and the Joint Transactions, including the Merger, by the Company’s stockholders at the Company Stockholders Meeting (the “Proxy Statement Statement”) and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act and the Securities Act as may be required in connection with this Agreement, Agreement or the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware Secretary, (iv) compliance with and such filings as may be required under applicable Environmental Lawsthe rules and regulations of the Nasdaq, and (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually that the failure of which to obtain or in the aggregate, have make has not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub of this Agreement do does not, and the consummation by Parent and Sub of the Merger and the other Transactions transactions contemplated hereby and compliance performance by each of Parent and Merger Sub with of the terms provisions hereof will not, conflict with, or result in any violation of or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancelation cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation require any consent, waiver or approval of any Lien upon any of the properties or assets of Parent or any of its subsidiaries underPerson pursuant to, any provision of (i) the Parent Charter, the Parent By-laws organizational or the charter or organizational governing documents of any Parent Subsidiaryor Merger Sub, (ii) any Contract to which Parent or any Parent Subsidiary Merger Sub is a party or by which Parent, Merger Sub or any of their respective properties or assets is bound may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or Merger Sub or by which Parent or Merger Sub or any Parent Subsidiary or of their respective properties or assetsassets may be bound, other thanexcept, in the case of clauses (ii) and (iii), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) aboveNo consent, approval, authorization, clearance, waiver, Permit or Order of or from, or registration, declaration, notice or filing made to or with any Governmental Entity, is required to be obtained or made by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than (i) (A) the filing of the Notification and Report Form under the HSR Act and the HSR Antitrust Clearance and (B) the making of any filing required under, and compliance with the other applicable requirements of, the antitrust, anti-monopoly and competition Laws set forth on Schedule 3.05(b) of the Company Disclosure Letter, (ii) (A) the submission of a draft and final joint voluntary notice relating to the transactions contemplated by this Agreement, including the Merger, to CFIUS and any other information that may be required or reasonably requested under the DPA and (B) the CFIUS Approval, (iii) such items thatfilings and reports as required pursuant to the applicable requirements of the Exchange Act and any other applicable state, federal or foreign securities, takeover and “blue sky” Laws, (iv) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, and (v) such other consents, approvals, authorizations, clearances, waivers, Permits, Orders, registrations, declarations, notices or filings the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions transactions expressly contemplated hereby and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by Parent or any of its subsidiaries with respect to Parent Subsidiary in connection with or any of its subsidiaries for the execution, delivery and performance of this Agreement or the consummation of the TransactionsMerger and the other transactions expressly contemplated hereby, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act as may be required in connection with this Agreement, the Merger Agreement and the other TransactionsMerger, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 6.09, (vi) those that may be required solely by reason of the Company's (as opposed to any third party's) participation in the Merger or that are unique to the industry in which the Company currently operates and (vii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect or as are set forth in the Parent Disclosure Letter.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Chartercharter, the Parent Byby-laws or the charter or other organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) any Contract contract, lease, license, indenture, note, bond, agreement or other instrument (each, a “Contract”) to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Merger and other Transactions, other than (i) compliance with and filings filings, if required, under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act as may be required in connection with this Agreement, the Merger Merger, and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaGeorgia, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 and (viivi) such other items that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance by each of Parent and Merger Sub of this Agreement do not, its covenants and agreements and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, (i) conflict with, or result in any violation of any provision of, the Organizational Documents of Parent or Merger Sub, (ii) subject to obtaining the Consents set forth in Section 4.03(a)(i) of the Parent Disclosure Letter (the “Parent Required Consents” and, together with the Company Required Consents, the “Required Consents”), conflict with, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any material obligation or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of under any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Subsidiary, (ii) any material Contract to which Parent or any Parent Subsidiary Merger Sub is a party or by which any of their respective properties or assets is bound or any material Permit applicable to the business of Parent and its Affiliates or (iii) subject to obtaining the filings and other matters Consents referred to in Section 4.04(b4.03(b) and making the Filings referred to in Section 4.03(b), conflict with, or result in any violation of any provision of, any Judgment or Law Law, in each case, applicable to Parent or any Parent Subsidiary Merger Sub or their respective properties or assets, other thanexcept for, in the case of the foregoing clauses (ii) and (iii) above), any such items thatmatter that would not have or would not be reasonably expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent ofof or from, or registration, declaration Filing made to or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by Parent or any Affiliate of Parent Subsidiary in connection with the execution, Parent’s and Merger Sub’s execution and delivery and performance of this Agreement or their performance of their covenants and agreements hereunder or the consummation of the TransactionsMerger, other than except for the following: (i) compliance with with, Filings under and filings the expiration of any applicable waiting period under the HSR Act, and such other Consents or Filings as are required to be made or obtained under any other Antitrust Law; (ii1) the filing with the SEC of (A) the Form S-4 Filings with, and the Joint Proxy Statement and (B) such reports under, or other applicable requirements Consent of, the Exchange ActFERC under Section 203 of the FPA, as may be required in connection (2) the CFIUS Approval, and Filings with this Agreementrespect thereto, (3) the Filings with, and the Consent of, the Merger NMPRC and (4) and the other TransactionsFilings and Consents set forth in Section 4.03(b)(ii) of the Parent Disclosure Letter (the Consents and Filings set forth in Section 4.03(b)(i) and this Section 4.03(b)(ii), collectively, the “Parent Required Statutory Approvals” and, together with the Company Required Statutory Approvals, the “Required Statutory Approvals”); (iii) the Parent Required Consents; (iv) the filing of the Articles of Merger with the Secretary Department of State of the State of Nevada, (iv) compliance Florida and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and such filings as may be required under applicable Environmental Laws, the Company are qualified to do business; (v) compliance with Filings and such filings Consents as may are required to be required made or obtained under applicable Gaming state or federal property transfer Laws (including those promulgated by the Nevada Gaming Authorities), or Environmental Laws; and (vi) such filings as may other Filings and Consents the failure of which to make or obtain would not have or would not reasonably be required in connection with the Taxes described in Section 6.09 and (vii) such other items thatexpected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) a. The execution and delivery hereof by each of Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, contravene, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation obligation, to a right to challenge the Transactions or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements result in the triggering of any person underpayments pursuant to, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Parent By-laws or the comparable charter or organizational documents of any Parent Subsidiary, (ii) any Contract indenture, credit agreement, mortgage, note, instrument of indebtedness or Benefit Plan to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.03(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) b. No Consent of, or registration, declaration or filing Filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement hereof or the consummation of the TransactionsTransactions or the ownership by Parent of the Surviving Corporation following the Closing, other than (i) compliance with and filings under the HSR ActRequired Antitrust Filings, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) such Filings and Consents as may be required under the rules and regulations of the NYSE, (iv) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental LawsDelaware, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 6.08 (Transfer Taxes), (vi) such Filings and Consents that may be required solely by reason of the Company’s (as opposed to any other third party’s) participation in the Transactions and (vii) such other items that, individually Filings and Consents the failure of which to obtain or in the aggregate, have make has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions transactions contemplated by this Agreement and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or and in the aggregate, have not had and would are not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its subsidiaries or affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsMerger and the other transactions 34 30 contemplated by this Agreement, other than (i) compliance with and filings under the HSR Act, (ii) if required, the receipt of a decision under Article 6(1)(b) or 8(2) of the EC Merger Regulation declaring the Merger compatible with the EC Common Market, (iii) any additional consents, approvals and filings under any foreign antitrust law, (iv) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports underwith, or other applicable requirements of, the SEC of such reports under the Exchange Act, Act as may be required in connection with this Agreement, the Merger and the other Transactionstransactions contemplated by this Agreement, (iiiv) the filing of the Articles of Merger with the Secretary of State of the State of NevadaMissouri, (ivvi) compliance with and such filings as may be required under applicable Environmental environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vivii) such filings as may be required in connection with the Taxes taxes described in Section 6.09 6.09, (viii) filings under any applicable state takeover Law and (viiix) such other items and Consents that, individually or and in the aggregate, have not had and would are not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Merger Sub of this Agreement each Transaction Agreement, do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Merger Sub under, any provision of (i) the Parent Chartercertificate of incorporation or bylaws, and the Parent By-laws certificate of incorporation or the charter or organizational documents bylaws of any Parent SubsidiaryMerger Sub, (ii) any material Contract to which Parent or any Parent Subsidiary Merger Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any material Judgment or material Law applicable to Parent or any Parent Subsidiary Merger Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No material Consent of, or registration, declaration or filing with, or permit from, with any Governmental Entity Authority is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Merger Sub in connection with the execution, delivery and performance of this any Transaction Agreement or the consummation of the Transactions, other than (i) (A) compliance with and filings under the HSR Act, and (B) compliance with any mandatory pre‑merger notification and approval requirements under any Foreign Regulatory Laws, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, as may be required in connection with this AgreementAgreement and the other Transaction Agreements, the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware, (iv) compliance with any Consents, registrations, declarations or filings required to be obtained or made as a result of the identity, nature, business or operations of Company or any of its Subsidiaries or Affiliates and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or the lapse of timetime or the giving of notice, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Charter or Parent By-laws or the charter or organizational documents of any Parent SubsidiarySubsidiaries, (ii) any Contract to which Parent or any of the Parent Subsidiary Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any Judgment or Law applicable to Parent or any Parent Subsidiary Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) any additional Consents and filings under any Antitrust Law or under the Investment Canada Act (Canada), (iii) the filing with the SEC of (A) the a Registration Statement on Form S-4 and (the Joint Proxy Statement "Form S-4") relating to the issuance of the Parent Common Stock in the Merger and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iiiiv) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental LawsDelaware, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities)Environmental Laws, (vi) such filings as may be required in connection with the Taxes described in Section 6.09 6.09, (vii) filings under any applicable state takeover Law and (viiviii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Parent and the Board of Directors of Parent (the "Parent Board") have taken all action necessary to (i) render the Parent Rights Agreement inapplicable to this Agreement, the Merger and the other Transactions and (ii) ensure that (A) neither Company nor any of its affiliates or associates is or will become an "Acquiring Person" (as defined in the Parent Rights Agreement) by reason of this Agreement, the Merger or any other Transaction, and (B) a "Distribution Date" or a "Share Acquisition Date" (as each such term is defined in the Parent Rights Agreement) shall not occur by reason of this Agreement, the Merger or any other Transaction.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Merger Merger, the Share Issuance, the Charter Amendment and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of payment or reimbursement or termination, cancelation cancelation, modification or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent, any Parent Subsidiary or any of its subsidiaries Parent Joint Venture under, any provision of the terms, conditions or provisions of (i) the Parent Charter, the Parent By-laws or the comparable charter or organizational documents of any Parent SubsidiarySubsidiary (subject to the approval, filing and effectiveness of the Charter Amendment), (ii) any Contract to which Parent, Parent Subsidiary or any Parent Subsidiary Joint Venture is a party or by which any of their respective properties or assets is bound or (iii) subject to the governmental filings and the obtaining of the Parent Shareholder Approval and other matters referred to in Section 4.04(b4.05(b), any Judgment or Law applicable to Parent, any Parent subsidiary or any Parent Subsidiary Joint Venture or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect (excluding for purposes of this Section 4.05(a) and the application of Section 7.03(a) hereto, clause (i)(G) of the definition of “Parent Material Adverse Effect”). (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent, Parent Subsidiary or any Parent Subsidiary Joint Venture in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of NevadaIllinois and the Charter Amendment with the Wisconsin Department of Financial Institutions, (iv) the filing of documents with various state securities authorities that may be required in connection with the Transactions, (v) such filings with and approvals of the NYSE to permit the shares of Parent Common Stock that are to be issued pursuant to Article II to be listed on the NYSE, (vi) notice to, and the consent and approval of, FERC under Section 203 of the Power Act, or an order under the Power Act disclaiming jurisdiction over the Transactions, (vii) to the extent required, or, in Parent’s sole discretion, advisable in response to an assertion of jurisdiction by the Public Service Commission of Wisconsin (the “PSCW”), the Michigan Public Service Commission (the “MPSC”) or the Minnesota Public Utilities Commission (“MPUC”), notice to and the approval of the PSCW, the MPSC and the MPUC and notice to and the approval of the ICC, (viii) the FCC Pre-Approvals (the items set forth above in clauses (vi) through (viii) collectively the “Parent Required Statutory Approvals”), (ix) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vix) such filings as may be required in connection with the Taxes described in Section 6.09 and (viixi) such other items (A) that may be required under the applicable Law of any foreign country, (B) required solely by reason of the participation of the Company (as opposed to any third party) in the Transactions or (C) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect (excluding for purposes of this Section 4.05(b) and the application of Section 7.03(a) hereto, clause (i)(G) of the definition of “Parent Material Adverse Effect”). (c) Parent and the Parent Board have taken all action necessary to (i) render the Parent Rights inapplicable to this Agreement, the Merger, the Share Issuance and the other Transactions and (ii) ensure that (A) neither the Company nor any of its affiliates or associates is or will become an “Acquiring Person” (as defined in the Parent Rights Agreement) by reason of this Agreement, the Merger, the Share Issuance or any other Transaction, and (B) assuming no material change in the current ownership of Company Common Stock prior to the Effective Time, a “Distribution Date” (as defined in the Parent Rights Agreement) shall not occur by reason of this Agreement, the Merger, the Share Issuance or any other Transaction.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement and each Transaction Agreement to which it is a party, do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Sub under, any provision of (i) the Parent CharterCharter (subject to the approval, filing and effectiveness of the Charter Amendment), the Parent By-laws or the comparable charter or organizational documents of any Parent SubsidiarySub, (ii) any Contract to which Parent or any Parent Subsidiary Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any Judgment or Law applicable to Parent or any Parent Subsidiary Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Sub in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which Parent or Sub is a party or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, if applicable to the Transaction Agreements or the Transactions, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, as may be required in connection with this AgreementAgreement and the other Transaction Agreements, the Merger and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of NevadaFlorida and the filing of the Charter Amendment with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable Environmental environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 6.07 and (viivi) such other items that, individually or required solely by reason of the participation of the Company (as opposed to any third party) in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectTransactions.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub the Company of this Agreement do does not, and the performance by it of its obligations hereunder and the consummation by Parent and Sub the Company of the Merger Merger, the Offer and the other Transactions and compliance transactions contemplated by Parent and Sub with the terms hereof this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation, any obligation to make any payment to any other Person or make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent the Company or any of its subsidiaries Company Subsidiary under, any provision of (i) the Parent Company Charter (in the case of the Company Charter, assuming the Parent By-laws accuracy of the representations and warranties set forth in Section 4.12), the Company Bylaws or the charter governing or organizational documents of any Parent Company Subsidiary, ; (ii) any Contract to which Parent the Company or any Parent Company Subsidiary is a party or by which any of their respective properties or assets is bound bound; or (iii) subject to the filings and other matters referred to in Section 4.04(b)5.05(b) and assuming the accuracy of the representations and warranties set forth in Section 4.12, any Judgment Order or Law Law, in each case, applicable to Parent the Company or any Parent Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatmatters that would not have, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect. (b) No Consent ofof or from, or registration, declaration declaration, notice or filing with, made to or permit from, with any Governmental Entity is required to be obtained or made by Parent or with respect to the Company or any Parent Company Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the TransactionsMerger, the Offer and the other transactions contemplated by this Agreement, other than (i) compliance with and filings under the HSR Act, (iiA) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement Schedule 14D-9, and (B) the filing with the SEC of such reports under, or and such other applicable requirements ofcompliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger Merger, the Offer and the other Transactions, transactions contemplated by this Agreement; (ii) (A) compliance with and filings under the HSR Act and (B) compliance with and filings under Part IX of the Canadian Competition Act; (iii) the filing of the Articles Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of the State of Nevada, other jurisdictions in which the Company and the Company Subsidiaries are qualified to do business; (iv) filings required under, and compliance with and such filings as may be required under other applicable Environmental Lawsrequirements of, the Exchange Act; (v) compliance with NASDAQ rules and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), regulations; and (vi) such filings as may be required in connection with the Taxes described in Section 6.09 other Consents and (vii) such other items thatfilings, which if not obtained or made would not have, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would are not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or Sub or any Parent Subsidiary of their subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsMerger, other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the Canadian Investment Regulations, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under the Exchange Act, as may be required in connection with this Agreement, the Merger Agreement and the other TransactionsMerger, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaOhio, (iv) compliance with and such filings as may be required under applicable Environmental environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 6.09, (vi) filings under any applicable state takeover Law and (vii) such other items thatas are set forth in the letter, dated as of the date of this Agreement, from Parent to the Company (the “Parent Disclosure Letter”) or the absence of which, individually or in the aggregate, have not had and would are not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent Parent, Merger Sub and Sub Merger LLC of this Agreement do not, and the consummation execution and delivery by Parent and Sub of the Merger Parent Ancillary Agreements and the consummation of the Mergers, the Share Issuance, the other Transactions and compliance by Parent with and Sub with performance of the terms hereof and thereof will not, conflict with, or not result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent or any right of termination, cancelation cancellation, acceleration or acceleration material modification of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person underright, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Parent By-laws By‑laws or the comparable charter or and organizational documents of any Parent Subsidiary, (ii) any material Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b5.04(b), any material Judgment or material Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect or materially impair the ability of Parent to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Transactions. (b) No Consent of, or registration, declaration or filing Filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or any of the Parent Ancillary Agreements, the performance hereof or thereof or the consummation of the Transactions, other than (i) compliance with and filings Filings under the HSR ActAct and any Filings required under other applicable Regulatory Laws, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act as may be required in connection with this Agreement, the Merger Mergers and the other Transactions, (iii) such Filings as are required by Nasdaq or under US state securities or “blue sky” Laws or securities Laws of jurisdictions other than the United States, (iv) the filing of the Articles of Merger with the Secretary Secretaries of State of the State States of Nevada, (iv) compliance with North Carolina and such filings as may be required under applicable Environmental LawsDelaware, (v) compliance with and such filings or approvals under all applicable Insurance Laws as may be required under applicable Gaming Laws set forth in Section 5.04(b) of the Parent Disclosure Letter (including those promulgated by the Nevada Gaming Authorities“Parent Insurance Approvals”), and (vi) such filings as may be required in connection with other Consents and Filings the Taxes described in Section 6.09 and (vii) such other items that, individually failure of which to obtain or in the aggregate, have make has not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse EffectEffect or materially impair the ability of Parent to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Transactions.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the performance of this Agreement and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof transactions contemplated hereby will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or other comparable organizational documents of Parent or any Parent Subsidiaryof its subsidiaries (other than the Company and its subsidiaries), (ii) any Contract to which Parent or any Parent Subsidiary of its subsidiaries (other than the Company and its subsidiaries) is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries (other than the Company and its subsidiaries) or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its subsidiaries (other than the Company and its subsidiaries) in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactionstransactions contemplated hereby, other than (i) compliance filings with or furnishings to the SEC pursuant to the Exchange Act and filings the Securities Act (including any reports required to be filed or furnished under the HSR Act▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇), (ii▇▇) the filing with and recordation of appropriate merger and similar documents as required by the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other TransactionsDGCL, (iii) the any registration, declaration or filing of the Articles of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as that may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 Law relating to insurance or other financial services businesses and (viiiv) where the failure to obtain such other items thatConsents or to make such registrations, declarations or filings or to obtain such permits, would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance by each of Parent and Merger Sub of its covenants and agreements under this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, (i) conflict with, or result in any violation of any provision of, the Organizational Documents of Parent or Merger Sub, (ii) conflict with, result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any material obligation or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Subsidiary, (ii) under any Contract to which Parent or any Parent Subsidiary Merger Sub is a party or by which any of their respective properties or assets is bound or any material Permit applicable to the businesses of Parent and its Subsidiaries, (iii) subject to obtaining the filings and other matters Consents referred to in Section 4.04(b)) and making the Filings referred to in Section 4.04(b) and any applicable waiting periods referred to therein have expired, conflict with, or result in any violation of any provision of, any Judgment or Law or (iv) result in the creation of any Lien (except Permitted Liens) upon any of the properties or assets of Parent or Merger Sub, in each case, applicable to Parent or any Parent Subsidiary Merger Sub or their respective properties or assets, other thanexcept for, in the case of the foregoing clauses (ii) and – (iii) aboveiv), any such items thatmatter that would not reasonably be expected to result in, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent ofof or from, or registration, declaration Filing made to or filing with, or permit from, any Governmental Entity Authority, is required to be obtained or made by Parent or any Subsidiary of Parent Subsidiary in connection with the execution, Parent’s and Merger Sub’s execution and delivery and performance of this Agreement and, in the case of Parent, their performance of their covenants and agreements under this Agreement, or the consummation of the TransactionsMerger, other than except for the following: (i) compliance with and filings under the HSR Act, (iiA) the filing with the SEC of the Proxy Statement in preliminary and definitive forms and any other Filing with the SEC in respect of the Merger required under applicable Law, including the Exchange Act or the Securities Act and (B) any Filing in respect of the Merger under applicable state “blue sky” or similar securities Laws; (ii) (A) the Form S-4 filing with the Department of Justice and the Joint Proxy Statement Federal Trade Commission of a Notification and Report Form pursuant to the HSR Act with respect to the Merger, (B) such reports underthe HSR Clearance, or other applicable requirements of, (C) the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, Antitrust Clearances; (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; (iv) compliance with applicable rules and such filings as may be required under regulations of the NYSE and any other applicable Environmental Laws, stock exchanges or marketplaces; (v) compliance the Filing with the French Ministre de l’Economie and such filings as may the French Foreign Investment Clearance required to be required made and received under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), French Foreign Investment Laws; and (vi) such filings as may other Filings and Consents the failure of which to make or obtain would not reasonably be required in connection with the Taxes described in Section 6.09 and (vii) such other items thatexpected to result in, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Merger Sub of this Agreement do Agreement, does not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation, or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated accelerated, or guaranteed rights or entitlements of any person under, or result in the creation of any Lien lien upon any of the properties or assets of Parent or any of its subsidiaries Merger Sub under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent SubsidiaryCharter Documents, (ii) Merger Sub Charter; (iii) any material Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective its properties or assets is bound bound, or (iiiiv) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any material Judgment or material Law applicable to Parent or any Parent Subsidiary Merger Sub or their respective its properties or assets, other than, in the case of clauses (ii) and (iiiiv) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration declaration, or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Merger Sub in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (iiA) the filing with the SEC of (A) the Form S-4 reports under Sections 13 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, 16 of the Exchange Act, (B) filings under state “blue sky” laws, as each may be required in connection with this Agreement, the Merger Agreement and the other Transactions, and (iiiC) the filing of the Articles Certificate of Merger with the Delaware Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectState.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Merger Sub of the Merger and the other Transactions transactions contemplated hereby and compliance by Parent and Merger Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or comparable organizational documents of any Parent Subsidiary, (ii) any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit Permit from, any Governmental Entity is required to be obtained or made by Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsMerger and the other transactions contemplated hereby, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such other reports under, or other applicable requirements of, the Securities Act and the Exchange Act, Act as may be required in connection with this Agreement, the Merger and the other Transactions, transactions contemplated hereby and (iiiii) the filing of the Articles Certificates of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectDelaware.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance by each of Parent and Merger Sub of its covenants and agreements under this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, (i) conflict with, or result in any violation of any provision of, the Organizational Documents of Parent or Merger Sub, (ii) conflict with, result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any material obligation or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Subsidiary, (ii) under any Contract to which Parent or any Parent Subsidiary Merger Sub is a party or by which any of their respective properties or assets is bound or any material Permit applicable to the businesses of Parent and its Subsidiaries, (iii) subject to obtaining the filings and other matters Consents referred to in Section 4.04(b)) and making the Filings referred to in Section 4.04(b) and any applicable waiting periods referred to therein have expired, conflict with, or result in any violation of any provision of, any Judgment or Law or (iv) result in the creation of any Lien (except Permitted Liens) upon any of the properties or assets of Parent or Merger Sub, in each case, applicable to Parent or any Parent Subsidiary Merger Sub or their respective properties or assets, other thanexcept for, in the case of the foregoing clauses (ii) and – (iii) aboveiv), any such items thatmatter that would not reasonably be expected to result in, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent ofof or from, or registration, declaration Filing made to or filing with, or permit from, any Governmental Entity Authority, is required to be obtained or made by Parent or any Subsidiary of Parent Subsidiary in connection with the execution, Parent’s and Merger Sub’s execution and delivery and performance of this Agreement and, in the case of Parent, their performance of their covenants and agreements under this Agreement, or the consummation of the TransactionsMerger, other than except for the following: (i) compliance with and filings under the HSR Act, (iiA) the filing with the SEC of the Proxy Statement in preliminary and definitive forms and any other Filing with the SEC in respect of the Merger required under applicable Law, including the Exchange Act or the Securities Act and (B) any Filing in respect of the Merger under applicable state “blue sky” or similar securities Laws; (ii) (A) the Form S-4 filing with the Department of Justice and the Joint Proxy Statement Federal Trade Commission of a Notification and Report Form pursuant to the HSR Act with respect to the Merger, (B) such reports underthe HSR Clearance, or other applicable requirements of, (C) the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, Antitrust Clearances; (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; 829649.04-LACSR01A - MSW (iv) compliance with applicable rules and such filings as may be required under regulations of the NYSE and any other applicable Environmental Laws, stock exchanges or marketplaces; (v) compliance the Filing with the French Ministre de l’Economie and such filings as may the French Foreign Investment Clearance required to be required made and received under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), French Foreign Investment Laws; and (vi) such filings as may other Filings and Consents the failure of which to make or obtain would not reasonably be required in connection with the Taxes described in Section 6.09 and (vii) such other items thatexpected to result in, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Sub of the Offer, the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Merger Sub under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Subsidiaryor Merger Sub, (ii) any Contract to which Parent or any Parent Subsidiary Merger Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR ActAct and any Foreign Merger Control Law, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement Offer Documents and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act as may be required in connection with this Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, Delaware and (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that(A) required solely by reason of the participation of the Company (as opposed to any third Person) in the Transactions or (B) that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Offer, the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Chartercharter, the Parent Byby-laws or the charter or other organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) any Contract contract, lease, license, indenture, note, bond, agreement or other instrument (each, a "Contract") to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings filings, if required, under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement Offer Documents and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act as may be required in connection with this Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaGeorgia, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 and (viivi) such other items that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Cap Rock Holding and Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Merger Exchange and the other Transactions to which it is a party and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Cap Rock Holding or Parent or any of its their subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Cap Rock Holding or Parent or any Parent Subsidiaryof their subsidiaries, (ii) any Contract to which Cap Rock Holding or Parent or any Parent Subsidiary of their subsidiaries is a party or by which any of their respective properties or assets is bound bound, other than the Credit Agreement among Cap Rock Holding, the several lenders from time to time parties thereto and Union Bank of California, N.A., dated as of December 18, 2006, or (iii) subject to the filings and other matters referred to in Section 4.04(b4.03(b), any Judgment or Law applicable to Cap Rock Holding or Parent or any Parent Subsidiary of their subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, Liens granted under the Financing and any such items that, individually or in the aggregate, have not had and would are not reasonably be expected likely to have a material adverse effect on Cap Rock Holding and Parent, taken together as a whole (a “Parent Material Adverse Effect”), on the ability of Cap Rock Holding or Parent to perform its obligations under this Agreement or on the ability of Cap Rock Holding or Parent to consummate the Exchange. (b) No Consent of, or registration, notice to, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Cap Rock Holding or Parent or any Parent Subsidiary of their subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under Section 13 of the Exchange Act, as may be required in connection with this Agreement, the Merger Exchange and the other Transactions, (iii) the filing of the Articles Certificate of Merger Exchange with the Secretary Department of State Labor and Economic Growth of the State of NevadaMichigan and any statement relating thereto that may be appropriate under Section 707 of the BCA, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 6.09, (vi) such registrations, filings and approvals as may be required to perfect or record security interests granted under the Financing, and (vii) such other items that, individually or required solely by reason of the participation of the Company (as opposed to any third party) in the aggregateTransactions. (c) As of the date of this Agreement, have not had and would not reasonably be expected to have a neither Parent Material Adverse Effectnor Cap Rock Holdings is an “interested shareholder” as defined in Section 778(2) of the BCA.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Merger Merger, the Share Issuance, the Charter Amendment and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of payment or reimbursement or termination, cancelation cancelation, modification or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent, any Parent Subsidiary or any of its subsidiaries Parent Joint Venture under, any provision of the terms, conditions or provisions of (i) the Parent Charter, the Parent By-laws or the comparable charter or organizational documents of any Parent SubsidiarySubsidiary (subject to the approval, filing and effectiveness of the Charter Amendment), (ii) any Contract to which Parent, Parent Subsidiary or any Parent Subsidiary Joint Venture is a party or by which any of their respective properties or assets is bound or (iii) subject to the governmental filings and the obtaining of the Parent Shareholder Approval and other matters referred to in Section 4.04(b4.05(b), any Judgment or Law applicable to Parent, any Parent subsidiary or any Parent Subsidiary Joint Venture or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect (excluding for purposes of this Section 4.05(a) and the application of Section 7.03(a) hereto, clause (i)(G) of the definition of “Parent Material Adverse Effect”). (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent, Parent Subsidiary or any Parent Subsidiary Joint Venture in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of NevadaIllinois and the Charter Amendment with the Wisconsin Department of Financial Institutions, (iv) the filing of documents with various state securities authorities that may be required in connection with the Transactions, (v) such filings with and approvals of the NYSE to permit the shares of Parent Common Stock that are to be issued pursuant to Article II to be listed on the NYSE, (vi) notice to, and the consent and approval of, FERC under Section 203 of the Power Act, or an order under the Power Act disclaiming jurisdiction over the Transactions, (vii) to the extent required, or, in Parent’s sole discretion, advisable in response to an assertion of jurisdiction by the Public Service Commission of Wisconsin (the “PSCW”), the Michigan Public Service Commission (the “MPSC”) or the Minnesota Public Utilities Commission (“MPUC”), notice to and the approval of the PSCW, the MPSC and the MPUC and notice to and the approval of the ICC, (viii) the FCC Pre-Approvals (the items set forth above in clauses (vi) through (viii) collectively the “Parent Required Statutory Approvals”), (ix) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vix) such filings as may be required in connection with the Taxes described in Section 6.09 and (viixi) such other items that, individually or in (A) that may be required under the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.applicable Law of any foreign country,

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, the execution and delivery of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the performance by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which it is, or is specified to be, a party and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof Transaction will not, (i) conflict withwith or violate any provision of charter or organizational or similar documents of Parent, Merger Sub or any of their respective subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by Section 5.03(b) below have been obtained, and all filings described therein have been made, conflict with or violate any Order or Law applicable to Parent, Merger Sub or any of their respective subsidiaries or by which any property or asset of Parent, Merger Sub or any of their respective subsidiaries is bound or affected or (iii) require any consent or other action by any Person under, result in any violation a breach of or constitute a default (or an event that with or without notice or lapse of timetime or both would become a default) under, give to others (immediately or with notice or lapse of time or both) under, or give rise to a any right of termination, cancelation amendment, acceleration or acceleration cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, result in the loss of any obligation right or benefit to loss which Parent, Merger Sub or any of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, their respective subsidiaries is entitled under or result (immediately or with notice or lapse of time or both) in the creation of any Lien upon on any property or asset of the properties or assets of Parent Parent, Merger Sub or any of its their respective subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Subsidiary, (ii) any Contract to which Parent Parent, Merger Sub or any Parent Subsidiary of their respective subsidiaries is a party or by which Parent, Merger Sub or any of their respective properties subsidiaries, or assets any property or asset of Parent, Merger Sub or any of their respective subsidiaries, is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b)affected, any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, except in the case of clauses (ii) and (iii) above, above for any such items conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No The execution and delivery by Parent and Merger Sub of this Agreement do not, the execution and delivery of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the performance by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which it is, or is specified to be, a party and the consummation of the Transaction will not, require any Consent of, or registration, declaration filing with or filing withnotification to, or permit fromregistration or qualification with, any Governmental Entity is required to be obtained or made by Parent or any Parent Subsidiary in connection with the executionEntity, delivery and performance of this Agreement or the consummation of the Transactions, other than except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary Department of State of the State of NevadaDelaware, (ivii) compliance with and such filings as may be required under applicable state property transfer laws or Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (viiii) such filings as may be required in connection with the Transfer Taxes described in Section 6.09 7.09, (iv) STB Approval, CTA Approval and TC Approval and (viiv) such other items (A) required solely by reason of the participation of the Company (as opposed to any third party) in the Transaction or (B) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or the lapse of timetime or the giving of notice, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person Person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent or any Parent Subsidiaryof its Subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would could not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) any additional Consents and filings under any foreign Antitrust Law, (iii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iiiiv) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental LawsDelaware, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities)Environmental Laws, (vi) such filings as may be required in connection with the Taxes described in Section 6.09 6.09, (vii) filings under any applicable state takeover Law, (viii) such of the foregoing as may be required on account of the participation of the Company and the Company Subsidiaries in the Transactions, including on account of foreign laws applicable to the foreign Subsidiaries of the Company and the foreign operations of the Company and the Company Subsidiaries, (ix) such of the foregoing as may be required in connection with the Financing and (viix) such other items that, individually or in the aggregate, have not had and would could not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement do Agreement, does not, and the consummation by Parent and Sub of the Merger and the other Transactions Transaction and compliance by Parent and Sub with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Subsidiaries under, any provision of (i) the Parent CharterParent’s certificate of incorporation or bylaws (or any of its Subsidiaries’ organizational documents), the Parent By-laws or the charter or organizational documents of any Parent Subsidiaryeach as amended to date, (ii) any material Contract to which Parent or any Parent Subsidiary of its Subsidiaries is a party or by which any of their respective its properties or assets is bound bound, or (iii) subject to the filings and other matters referred to in Section 4.04(b3.5(b), any material Judgment or Law material Legal Requirement applicable to Parent (or any Parent Subsidiary of its Subsidiaries) or their respective its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity Authority is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsTransaction, other than (i) compliance with and the filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described referred to in Section 6.09 and (vii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect3.5(b).

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Offer, the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Chartercharter, the Parent Byby-laws or the charter or other organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement Offer Documents and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act as may be required in connection with this Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 and (viivi) such other items that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Merger Sub of the Merger and the other Transactions and compliance by Parent and Merger Sub with the terms hereof will not, conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, consent, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Parent’s subsidiaries under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent, Merger Sub or any Parent Subsidiaryof Parent’s subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary of Parent’s subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of Parent’s subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, notice to, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of Parent’s subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the TransactionsMerger, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under Section 13 of the Exchange Act, Act as may be required in connection with this Agreement, the Merger Agreement and the other TransactionsMerger, (iii) the filing of the Articles Agreement of Merger with the Secretary of State of the State of NevadaCalifornia, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 6.09, (v) such filings as may be required under the rules and regulations of the New York Stock Exchange and (viivi) such other items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the consummation by the Parent and Merger Sub of the Offer, the Merger and the other Transactions and compliance by the Parent and the Merger Sub with the terms hereof will not, conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, consent, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Parent’s subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent, Merger Sub or any Parent Subsidiaryof Parent’s subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary of Parent’s subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of Parent’s subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of Parent’s subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement Offer Documents and (B) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 6.10, (v) such filings as may be required under the rules and regulations of the Nasdaq and (viivi) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The Except as set forth in Section 4.05(a) of the Parent Disclosure Schedule, the execution and delivery by each of the Parent and Sub the Parent Stockholders of this Agreement do Agreement, does not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of any of the Parent or any of its subsidiaries the Parent Stockholders under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent SubsidiaryBylaws, (ii) any material Contract to which any of the Parent, or Parent or any Parent Subsidiary Stockholders is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any material Judgment or material Law applicable to any of the Parent or any Parent Subsidiary Stockholders or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to any of the Parent or any Parent Subsidiary Stockholders in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than the (iA) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement a 14f-1 Notice and (B) such filing with the SEC of reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, and (C) filings under state “blue sky” laws, as may be required in connection with this Agreement, the Merger Agreement and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Merger Merger, the Share Issuance, the Charter Amendment and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of payment or reimbursement or termination, cancelation cancelation, modification or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent, any Parent Subsidiary or any of its subsidiaries Parent Joint Venture under, any provision of the terms, conditions or provisions of (i) the Parent Charter, the Parent By-laws or the comparable charter or organizational documents of any Parent SubsidiarySubsidiary (subject to the approval, filing and effectiveness of the Charter Amendment), (ii) any Contract to which Parent, Parent Subsidiary or any Parent Subsidiary Joint Venture is a party or by which any of their respective properties or assets is bound or (iii) subject to the governmental filings and the obtaining of the Parent Shareholder Approval and other matters referred to in Section 4.04(b4.05(b), any Judgment or Law applicable to Parent, any Parent subsidiary or any Parent Subsidiary Joint Venture or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect (excluding for purposes of this Section 4.05(a) and the application of Section 7.03(a) hereto, clause (i)(G) of the definition of "Parent Material Adverse Effect"). (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent, Parent Subsidiary or any Parent Subsidiary Joint Venture in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of NevadaIllinois and the Charter Amendment with the Wisconsin Department of Financial Institutions, (iv) the filing of documents with various state securities authorities that may be required in connection with the Transactions, (v) such filings with and approvals of the NYSE to permit the shares of Parent Common Stock that are to be issued pursuant to Article II to be listed on the NYSE, (vi) notice to, and the consent and approval of, FERC under Section 203 of the Power Act, or an order under the Power Act disclaiming jurisdiction over the Transactions, (vii) to the extent required, or, in Parent's sole discretion, advisable in response to an assertion of jurisdiction by the Public Service Commission of Wisconsin (the "PSCW"), the Michigan Public Service Commission (the "MPSC") or the Minnesota Public Utilities Commission ("MPUC"), notice to and the approval of the PSCW, the MPSC and the MPUC and notice to and the approval of the ICC, (viii) the FCC Pre-Approvals (the items set forth above in clauses (vi) through (viii) collectively the "Parent Required Statutory Approvals"), (ix) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vix) such filings as may be required in connection with the Taxes described in Section 6.09 and (viixi) such other items (A) that may be required under the applicable Law of any foreign country, (B) required solely by reason of the participation of the Company (as opposed to any third party) in the Transactions or (C) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect (excluding for purposes of this Section 4.05(b) and the application of Section 7.03(a) hereto, clause (i)(G) of the definition of "Parent Material Adverse Effect"). (c) Parent and the Parent Board have taken all action necessary to (i) render the Parent Rights inapplicable to this Agreement, the Merger, the Share Issuance and the other Transactions and (ii) ensure that (A) neither the Company nor any of its affiliates or associates is or will become an "Acquiring Person" (as defined in the Parent Rights Agreement) by reason of this Agreement, the Merger, the Share Issuance or any other Transaction, and (B) assuming no material change in the current ownership of Company Common Stock prior to the Effective Time, a "Distribution Date" (as defined in the Parent Rights Agreement) shall not occur by reason of this Agreement, the Merger, the Share Issuance or any other Transaction.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Sub of this each Transaction Agreement to which it is a party, do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Sub under, any provision of (i) the Parent Charter, the Parent By-laws articles of incorporation or the bylaws (or comparable charter or organizational documents documents) of any Parent Subsidiary, or Sub, (ii) any Contract to which Parent or any Parent Subsidiary Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary Sub or their respective properties or assets, other than, than in the case of clauses (ii) and or (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Sub in connection with the execution, delivery and performance of this any Transaction Agreement or the consummation of the Transactions, other than (i) (A) compliance with and filings under the HSR Act, and (B) compliance with any mandatory pre-merger notification and approval requirements under any Foreign Antitrust Laws, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, as may be required in connection with this AgreementAgreement and the other Transaction Agreements, the Merger and the other Transactions, (iii) the filing of the Articles Charter Amendment and the Certificates of Merger with the Secretary of State of the State of NevadaGeorgia or the State of Delaware, as applicable, and (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Sub of this Agreement each Transaction Agreement, do not, and the consummation by Parent and Sub of the Merger Offer, the Merger, the Share Issuance and the other Transactions and compliance by Parent and Sub with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Sub under, any provision of (i) the Parent Charter, the Parent By-laws Bylaws, and the certificate of incorporation or the charter or organizational documents bylaws of any Parent SubsidiarySub, (ii) any material Contract to which Parent or any Parent Subsidiary Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any material Judgment or material Law applicable to Parent or any Parent Subsidiary Sub or their respective properties or assets, other than, in the case of clauses clause (ii) any Contract that is not material to Parent and its subsidiaries taken as a whole, or in the case of clause (iii) above, any such items that, individually or in the aggregate, have not had and would could not reasonably be expected to have a Parent Material Adverse Effect. (b) No material Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Sub in connection with the execution, delivery and performance of this any Transaction Agreement or the consummation of the Transactions, other than (i) (A) compliance with and filings under the HSR Act, and (B) compliance with any mandatory pre-merger notification and approval requirements under any Foreign Antitrust Laws, (ii) the filing with the SEC of (A) the Offer Documents, the Merger Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, as may be required in connection with this AgreementAgreement and the other Transaction Agreements, the Offer, the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware, and (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually or in the aggregate, have not had and would could not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Sub of the Offer, the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries and Merger Sub under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or and organizational documents of any Parent Subsidiaryand Merger Sub, (ii) any Contract to which Parent or any Parent Subsidiary Merger Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b6.4(b), any Judgment or Law applicable to Parent or any Parent Subsidiary Merger Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effectprevent, materially delay or materially impair Parent’s or Merger Sub’s ability to perform its obligations hereunder or the consummation of the Offer, the Merger or the other Transactions. (b) No Consent of, or registration, declaration or filing with, or permit from, from any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Merger Sub in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than than: (i) (A) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 Act and the Joint Proxy Statement termination of the waiting period required thereunder, and (B) filings and receipt, termination or expiration, as applicable, of such reports under, other approvals or waiting periods required under any other applicable requirements of, Antitrust Laws; (ii) filings under and compliance with the Securities Act and Exchange Act, Act as may be required in connection with this Agreementby the Offer, the Merger and the other Transactions, ; (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and Merger Sub are qualified to do business; (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and 8.11; and (viiv) such other items that, individually or in the aggregate, have are not had having and would not reasonably be expected to have a Parent Material Adverse Effectprevent, materially delay or materially impair Parent’s or Merger Sub’s ability to perform its obligations hereunder or the consummation of the Offer, the Merger or the other Transactions.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Offer, the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Chartercharter, the Parent Byby-laws or the charter or other organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) if required, compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement Offer Documents and (B) such reports under, or other applicable requirements of, under the Exchange Act, Act as may be required in connection with this Agreement, the Offer, the Merger and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of NevadaFlorida, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 6.09, (v) compliance with and filings under the laws of certain foreign jurisdictions, in each case if and to the extent required, and (viiv) such other items that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The Except as set forth in the Parent Disclosure Letter, the execution and delivery by each of the Parent and Sub of this Agreement do and the Investors’ Rights Agreement, and the Acquisition Subsidiary of this Agreement, does not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent or any of its subsidiaries the Acquisition Subsidiary under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent SubsidiaryConstituent Instruments, (ii) the Acquisition Subsidiary Constituent Instruments, (iii) any material Contract to which the Parent or any Parent the Acquisition Subsidiary is a party or by which any of either of their respective properties or assets is bound or (iiiiv) subject to the filings and other matters referred to in Section 4.04(b3.06(b), any material Judgment or Law material law applicable to the Parent or any Parent Subsidiary or their respective its properties or assets, other than, in the case of clauses (ii), (iii) and (iiiiv) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity governmental entity is required to be obtained or made by or with respect to the Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than the (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of reports under Sections 13 and 15 of the Securities Exchange Act of 1934, as amended (Athe “Exchange Act”), (ii) the Form S-4 and the Joint Proxy Statement filings under state “blue sky” laws and (Biii) such reports under, or other applicable requirements of, filings with the Exchange ActSecretary of State of the States of Colorado and Delaware, as each may be required in connection with this Agreement, the Merger Agreement and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof by Parent and Merger Sub will not, result in any loss, suspension, limitation or impairment of any right of Parent or any of its subsidiaries to own or use any assets required for the conduct of their respective businesses as presently conducted, or conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation, first offer, first refusal, modification or acceleration of any right, obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, or require any consent under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) any Authorization of Parent or any of its subsidiaries or any Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of them or any of their respective properties or assets is are bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration declaration, notice or filing with, with or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR ActAntitrust Approvals, (ii) the Consents of, and filings with, the state and territorial insurance departments and federal, state and territorial departments of health and other Consents and filings required under the applicable Health Care Laws or Insurance Laws as set forth in Section 4.04(b) of the Parent Disclosure Letter (collectively, the “Specified Parent Regulatory Approvals” and, together with the Specified Company Regulatory Approvals, the “Specified Regulatory Approvals”), (iii) the Specified Company Regulatory Approvals (assuming the accuracy of the representations and warranties made in Section 3.05(b) and the completeness of Section 3.05(b) of the Company Disclosure Letter), (iv) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, and filings under the Exchange Act, Act as may be required in connection with this Agreement, the Merger and the other Transactions, (iiiv) the filing of the Articles PR Certificate of Merger with the Secretary of State of the Commonwealth of Puerto Rico and the DE Certificate of Merger with the Secretary of State of the State of Nevada, (iv) compliance with Delaware and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required under the rules and regulations of NYSE in connection with this Agreement, the Taxes described in Section 6.09 Merger and (vii) such the other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectTransactions.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or the lapse of timetime or the giving of notice, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Charter or Parent By-laws or the charter or organizational documents of any Parent SubsidiarySubsidiaries, (ii) any Contract to which Parent or any of the Parent Subsidiary Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any Judgment or Law applicable to Parent or any Parent Subsidiary Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) any additional consents and filings under any Antitrust Law or under the Investment Canada Act (Canada), (iii) the filing with the SEC of (A) the a Registration Statement on Form S-4 and (the Joint Proxy Statement "Form S-4") relating to the issuance of the Parent Common Stock in the Merger and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iiiiv) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental LawsDelaware, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities)Environmental Laws, (vi) such filings as may be required in connection with the Taxes described in Section 6.09 6.09, (vii) filings under any applicable state takeover Law and (viiviii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Parent and the Board of Directors of Parent (the "Parent Board") have taken all action necessary to (i) render the Parent Rights Agreement inapplicable to this Agreement, the Merger and the other Transactions and (ii) ensure that (A) neither Company nor any of its affiliates or associates is or will become an "Acquiring Person" (as defined in the Parent Rights Agreement) by reason of this Agreement, the Merger or any other Transaction, and

No Conflicts; Consents. (a) The execution and delivery by each of IOS, Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Sub each of them of the Merger and transactions contemplated hereby, including the other Transactions Merger, and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of payment (other than the Merger Consideration), reimbursement, termination, cancelation cancellation, modification or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent IOS or any of its subsidiaries Purchaser Subsidiary, under, any provision of (i) the Parent IOS Charter, the Parent IOS By-laws Laws or the charter or organizational documents of any Parent Subsidiaryof IOS's subsidiaries, including Parent, (ii) any Contract to which Parent IOS or any Parent Subsidiary of its subsidiaries, including Parent, is a party 21 or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(bSECTION 4.05(b), any Judgment or Law existing on the date hereof applicable to Parent IOS or any Parent Subsidiary of its subsidiaries, including Parent, or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Purchaser Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, from any Governmental Entity is required to be obtained or made by Parent or with respect to IOS or any Parent Purchaser Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactionstransactions contemplated hereby, including the Merger, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under Section 13 of the Exchange Act, Act as may be required in connection with this Agreement, the Merger Agreement and the other Transactionstransactions contemplated hereby, including the Merger, (iiiii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware and, if applicable, appropriate documents with the relevant authorities of other states in which the Company is qualified to transact business, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (viiii) such filings as may be required in connection with the Taxes taxes described in Section 6.09 SECTION 6.08, (iv) such filings as may be required under any applicable state takeover Law, (v) such filings as may be required under state securities or "blue sky" Laws and (viivi) such other items (A) required solely by reason of the participation of the Company (as opposed to any third party) in the Merger or (B) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Purchaser Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub F▇▇▇▇▇▇▇ Party of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent any F▇▇▇▇▇▇▇ Party or any of its their respective subsidiaries under, any provision of (i) the F▇▇▇▇▇▇▇ Parent Charter, the Parent ByFME AG Charter, the FME Charter, certificate of incorporation or by-laws of Sub or the charter or organizational documents of any Parent Subsidiarysubsidiary of FME other than Sub, (ii) any Contract to which Parent any F▇▇▇▇▇▇▇ Party or any Parent Subsidiary of their respective subsidiaries is a party or by which any of their respective properties or assets is bound bound, or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent any F▇▇▇▇▇▇▇ Party or any Parent Subsidiary of their respective subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent F▇▇▇▇▇▇▇ Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by Parent or with respect to any F▇▇▇▇▇▇▇ Party or any Parent Subsidiary of their respective subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 6.09, (vi) such of the foregoing as may be required in connection with the Financing (as defined in Section 4.07(a)) and (vii) such other items that(A) required solely by reason of the participation of Rome (as opposed to any third party) in the Transactions or (B) the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent F▇▇▇▇▇▇▇ Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or the lapse of timetime or the giving of notice, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) any additional consents and filings under any foreign Antitrust Law (including, if applicable, the Competition Act (Canada)) or under the Investment Canada Act (Canada), (iii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iiiiv) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental LawsDelaware, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities)Environmental Laws, (vi) such filings as may be required in connection with the Taxes described in Section 6.09 6.09, (vii) filings under any applicable state takeover Law, (viii) such of the foregoing as may be required in connection with the Debt Financing and (viiix) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do does not, and the consummation performance by each of Parent and Merger Sub of the Merger its obligations hereunder and the other consummation of the Transactions and compliance by Parent and Sub with the terms hereof will not, (i) conflict with, or result in any violation of any provision of, the Parent Charter, the Parent By-laws or the comparable charter or organizational documents of any Parent Subsidiary (assuming that the Parent Stockholder Approval is obtained); (ii) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation, any obligation to make an offer to purchase or to redeem any Indebtedness or capital stock or any loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Subsidiary, (ii) any Contract (other than a Parent Plan) to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Parent Permit or (iii) conflict with, or result in any violation of any provision of, subject to the filings and other matters referred to in Section 4.04(b3.5(b), any Judgment Law or Law Order, in each case, applicable to Parent or any Parent Subsidiary or their respective properties or assetsassets (assuming that the Parent Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any such items matters that, individually or in the aggregate, have not had had, and would not reasonably be expected to have have, a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any of a Governmental Entity Authority is required with respect to be obtained or made by Parent or any Parent Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (iii)(A) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and in definitive form, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the issuance by Parent of the Merger Consideration, in which the Joint Proxy Statement will be included as a prospectus (the “Form S-4”) and (C) the filing with the SEC of such reports and other filings under, or and such other applicable requirements of, compliance with the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, Agreement or the Merger Transactions; (ii) compliance with and filings under the HSR Act or Regulatory Laws of other Transactions, applicable jurisdictions; (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, Delaware; (iv) compliance with and such Consents, registrations, declarations, notices or filings as may are required to be required made or obtained under applicable Environmental Laws, the securities or “blue sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock as Merger Consideration; (v) compliance such filings with and such filings approvals of the NYSE as may are required to permit the consummation of the Merger and the listing of the shares of Parent Class A Common Stock to be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), issued as Merger Consideration; and (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items matters that, individually or in the aggregate, have not had had, and would not reasonably be expected to have have, a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Sub of this Agreement and each Transaction Agreement to which it is a party, do not, and the consummation by Parent and Sub of the Merger and the other Transactions Transaction and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, Charter (subject to obtaining the Parent By-laws Stockholder Approval prior to Closing) or the charter or organizational documents of any Parent SubsidiaryBylaws, (ii) any Parent Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective its properties or assets, other than, in the case of clauses (ii) and (iii) above, than any such items that, individually or in the aggregate, have not had and would could not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent Except as set forth in Section 4.05(b) of the Parent Disclosure Letter, no consent, approval, license, Permit, order or authorization of, or registration, declaration declaration, notice or filing with, or permit from, any Governmental Entity Authority or third party is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which Parent is a party or the consummation of the TransactionsTransaction, other than (i) the filing of the Proxy Statement with the SEC, (ii) the Parent Stockholder Approval, (iii) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactionsif applicable, (iiiiv) the filing of the Articles Certificate of Merger and the Amended Parent Charter with the Delaware Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental LawsState, (v) compliance filings required, if any, under the blue sky Laws of any jurisdiction in connection with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities)Transaction, (vi) such filings as may be required in connection with notices to the Taxes described in Section 6.09 Trustee under the terms of the Trust Account Agreement, and (vii) where the failure to obtain such other items thatconsent, approval, license, Permit, order, authorization or to make such filings or notifications would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, or prevent consummation of the Transaction or otherwise prevent the parties hereto from performing their obligations under this Agreement.

No Conflicts; Consents. (a) The execution and delivery of this Agreement by Parent and Purchaser does not, and the performance by each of Parent and Sub Purchaser of its covenants and agreements under this Agreement do not, and the consummation by Parent and Sub of the Offer or the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, (i) conflict with, or result in any violation of any provision of, the Organizational Documents of Parent or Purchaser, (ii) conflict with, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any material obligation or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Subsidiary, (ii) under any Contract to which Parent or any Parent Subsidiary Purchaser is a party or by which any of their respective properties or assets is bound or any material Permit applicable to the businesses of Parent and its Subsidiaries or (iii) subject to obtaining the filings and other matters Consents referred to in Section 4.04(b)5.03(b) and making the Filings referred to in Section 5.03(b) and any applicable waiting periods referred to therein have expired, conflict with, or result in any violation of any provision of, any Judgment or Law Law, in each case, applicable to Parent or any Parent Subsidiary Purchaser or their respective properties or assets, other thanexcept for, in the case of the foregoing clauses (ii) and (iii) above), any such items thatmatter that would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent ofof or from, or registration, declaration Filing made to or filing with, or permit from, any Governmental Entity Authority, is required to be obtained or made by Parent or any Subsidiary of Parent Subsidiary in connection with the execution, Parent’s and Purchaser’s execution and delivery and performance of this Agreement and, in the case of Parent, their performance of their covenants and agreements under this Agreement, or the consummation of the TransactionsOffer or the Merger, other than except for the following: (i) compliance with and filings under the HSR Act, (iiA) the filing with the SEC of the Schedule TO and any other Filing with the SEC in respect of the Offer or the Merger required under applicable Law, including the Exchange Act or the Securities Act and (B) any Filing in respect of the Offer or the Merger under applicable state “blue sky” or similar securities Laws; (ii) (A) the Form S-4 filing with the Department of Justice and the Joint Proxy Statement Federal Trade Commission of a Notification and Report Form pursuant to the HSR Act with respect to the Offer and the Merger, (B) such reports under, the HSR Clearance and (C) any other Consents or other applicable requirements of, the Exchange Act, as may Filings that are required to be required obtained or made under any Antitrust Law in connection with this Agreement, the Merger and Offer or the other Transactions, Merger; (iii) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, Insurance Filings; and (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items thatFilings and Consents the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or the lapse of timetime or the giving of notice, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Charter or Parent By-laws or the charter or organizational documents of any Parent SubsidiarySubsidiaries, (ii) any Contract to which Parent or any of the Parent Subsidiary Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any Judgment or Law applicable to Parent or any Parent Subsidiary Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) any additional consents and filings under any Antitrust Law or under the Investment Canada Act (Canada), (iii) the filing with the SEC of (A) the a Registration Statement on Form S-4 and (the Joint Proxy Statement "Form S-4") relating to the issuance of the Parent Common Stock in the Merger and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iiiiv) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental LawsDelaware, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities)Environmental Laws, (vi) such filings as may be required in connection with the Taxes described in Section 6.09 6.09, (vii) filings under any applicable state takeover Law and (viiviii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Parent and the Board of Directors of Parent (the "Parent Board") have taken all action necessary to (i) render the Parent Rights Agreement inapplicable to this Agreement, the Merger and the other Transactions and (ii) ensure that (A) neither Company nor any of its affiliates or associates is or will become an "Acquiring Person" (as defined in the Parent Rights Agreement) by reason of this Agreement, the Merger or any other Transaction, and (B) a

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement Agreement, do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or the lapse of timetime or the giving of notice, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Charter or Parent By-laws or the charter or organizational documents of any Parent SubsidiarySubsidiaries, (ii) any Contract to which Parent or any of the Parent Subsidiary Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any Judgment or Law applicable to Parent or any Parent Subsidiary Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, (ii) any additional Consents and filings under any Antitrust Law or under the Investment Canada Act (Canada), (iii) the filing with the SEC of (A) the a Registration Statement on Form S-4 and (the Joint Proxy Statement "FORM S-4") relating to the issuance of the Parent Common Stock in the Merger and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iiiiv) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental LawsDelaware, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities)Environmental Laws, (vi) such filings as may be required in connection with the Taxes described in Section 6.09 6.09, (vii) filings under any applicable state takeover Law and (viiviii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Parent and the Board of Directors of Parent (the "PARENT BOARD") have taken all action necessary to (i) render the Parent Rights Agreement inapplicable to this Agreement, the Merger and the other Transactions and (ii) ensure that (A) neither Company nor any of its affiliates or associates is or will become an "ACQUIRING PERSON" (as defined in the Parent Rights Agreement) by reason of this Agreement, the Merger or any other Transaction, and (B) a "DISTRIBUTION DATE" or a "SHARE ACQUISITION DATE" (as each such term is defined in the Parent Rights Agreement) shall not occur by reason of this Agreement, the Merger or any other Transaction.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do does not, and the consummation performance by each of Parent and Merger Sub of the Merger its obligations hereunder and the other consummation of the Transactions and compliance by Parent and Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation, any obligation to make an offer to purchase or to redeem any Indebtedness or capital stock or any loss of a material benefit benefit, require a consent or waiver under, require the payment of a penalty or to increased, additional, accelerated or guaranteed rights or entitlements of any person change in control payment under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Merger Sub under, any provision of (i) the Parent Charter, the Parent By-laws or the charter governing or organizational documents of any Parent Subsidiary, or Merger Sub; (ii) any Contract to which either Parent or any Parent Subsidiary Merger Sub is a party or by which any of their respective properties or assets is bound bound; or (iii) subject to the assuming that all filings and other matters referred to in Section 4.04(b)3.03(b) have been obtained, any Judgment or Law Law, in each case, applicable to Parent or any Parent Subsidiary Merger Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent ofPermit or Consents of or from, or registration, declaration declaration, notice or filing with, made to or permit from, with any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Merger Sub in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Transactions, other than (i) (A) compliance with and filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports underother Consents, registrations, declarations, notices or other applicable requirements offilings as are required to be made or obtained under any foreign antitrust, the Exchange Actcompetition, as may be required in connection with this Agreementmerger control, the Merger and the other Transactionstrade regulation or similar Laws, (iiiii) the filing of the Articles of Merger with the Minnesota Secretary of State State, and appropriate documents with the relevant authorities of the State other jurisdictions in which Parent and the Company are qualified to do business, (iii) complying with any applicable requirements of Nevadathe Exchange Act, (iv) compliance any filings with and such filings the SEC as may be required under applicable Environmental Lawsby Parent or Merger Sub in connection with this Agreement and the Transactions, (v) compliance with and such any filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), rules and regulations of NASDAQ or NYSE and (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this each Transaction Agreement to which it is a party, do not, and the consummation by Parent and Sub of the Offer, the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person Person under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Parent or any of its subsidiaries underSub, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Subsidiaryor Sub, (ii) any material Contract to which Parent or any Parent Subsidiary Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b)the following sentence, any Judgment Order or Applicable Law applicable to Parent or any Parent Subsidiary Sub or their respective properties or assets, other than, in the case of clauses CLAUSES (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would could not reasonably be expected to have a Parent Material Adverse Effect. (b) . No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary Sub in connection with the execution, delivery and performance of this any Transaction Agreement to which Parent or Sub is a party or the consummation of the Transactions, other than (iA) compliance with and filings under the HSR Act, (iiB) the filing with the SEC of (Ax) the Form S-4 and the Joint Proxy Statement Offer Documents and (By) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, as may be required in connection with this AgreementAgreement and the other Transaction Agreements, the Offer, the Merger and the other Transactions, (iiiC) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (viD) such filings as may be required in connection with the Taxes taxes described in Section 6.09 SECTION 7.08, (E) Consents, registrations, declarations or filings required to be made solely by reason of the Company's participation in the Transactions and (viiF) such other items that, individually or as are set forth in SECTION 5.06 of the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectDisclosure Letter.

No Conflicts; Consents. (a) The execution and delivery hereof by each of Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, contravene, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation obligation, to a right to challenge the Transactions or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements result in the triggering of any person underpayments pursuant to, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Parent By-laws or the comparable charter or organizational documents of any Parent Subsidiary, (ii) any Contract indenture, credit agreement, mortgage, note, instrument of indebtedness or Benefit Plan to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.03(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. The representations and warranties set forth in this Section 4.03(a) shall apply mutatis mutandis with respect to the Second Amended and Restated Agreement and, solely with respect to the Second Amended and Restated Agreement, are made as of the Execution Date and as of the Closing Date. (b) No Consent of, or registration, declaration or filing Filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement hereof or the consummation of the TransactionsTransactions or the ownership by Parent of the Surviving Corporation following the Closing, other than (i) compliance with and filings under the HSR ActRequired Antitrust Filings, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Second Amended and Restated Agreement, the Merger and the other Transactions, (iii) such Filings and Consents as may be required under the rules and regulations of the NYSE, (iv) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental LawsDelaware, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes taxes described in Section 6.09 6.08 (Transfer Taxes), (vi) such Filings and Consents that may be required solely by reason of the Company’s (as opposed to any other third party’s) participation in the Transactions and (vii) such other items that, individually Filings and Consents the failure of which to obtain or in the aggregate, have make has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The representations and warranties set forth in this Section 4.03(b) shall apply mutatis mutandis with respect to the Second Amended and Restated Agreement and, solely with respect to the Second Amended and Restated Agreement, are made as of the Execution Date and as of the Closing Date.

No Conflicts; Consents. (a) The execution and delivery by each of the Parent and Sub of this Agreement do Agreement, does not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent or any of its subsidiaries under, any provision of (i) the Parent Charter, the Charter or Parent By-laws or the charter or organizational documents of any Parent SubsidiaryBylaws, (ii) any material Contract to which the Parent or any Parent Subsidiary is a party or by which any of their respective its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any material Judgment or material Law applicable to the Parent or any Parent Subsidiary or their respective its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than the (iA) compliance filing with and the SEC of a Current Report on Form 8-K disclosing the Transactions contemplated hereby, including all required exhibits thereto; (B) filings under state “blue sky” laws, as each may be required in connection with this Agreement and the HSR Act, Transactions; (iiC) the submission of the planned reverse split and the name change of the Parent to FINRA; (D) the filing with the SEC of (A) Schedule 14f-1 regarding the Form S-4 and change in the Joint Proxy Statement Parent’s Board of Directors contemplated by this Agreement; and (BE) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Articles of Merger filings with the Nevada Secretary of State of the State of Nevada, (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectState.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof by Parent and Merger Sub will not, result in any loss, suspension, limitation or impairment of any right of Parent or any of its subsidiaries to own or use any assets required for the conduct of their respective businesses as presently conducted, or conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation, first offer, first refusal, modification or acceleration of any right, obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, or require any consent under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of Parent or any Parent Subsidiaryof its subsidiaries, (ii) any Authorization of Parent or any of its subsidiaries or any Contract to which Parent or any Parent Subsidiary of its subsidiaries is a party or by which any of them or any of their respective properties or assets is are bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration declaration, notice or filing with, with or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Parent or any Parent Subsidiary of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, Section 721 and any other Required Regulatory Approvals, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, and filings under the Exchange Act, Act as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Nevada, Delaware and (iv) compliance with and such filings as may be required under applicable Environmental Laws, (v) compliance with the rules and such filings as may be required under applicable Gaming Laws (including those promulgated by regulations of Nasdaq or the Nevada Gaming Authorities), (vi) such filings as may be required New York Stock Exchange in connection with this Agreement, the Taxes described in Section 6.09 Merger and (vii) such the other items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectTransactions.

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement hereof do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof will not, contravene, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation obligation, to a right to challenge the Transactions or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries Parent Subsidiary under, any provision of (i) the Parent Charter, the Parent By-laws or the comparable charter or organizational documents of any Parent Subsidiary, (ii) any Contract or Benefit Plan to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) aboveof this Section 4.04(a), any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing material Filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement hereof or the consummation of the TransactionsTransactions or the ownership by Parent of the Surviving Corporation following the Closing, other than (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Form S-4 and the Joint Proxy Statement and Statement, (B) the S-4 Registration Statement, and (C) such reports under, or other applicable requirements of, Filings under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Voting Agreement, the Merger and the other Transactions, (ii) such Filings and Consents as may be required under the rules and regulations of the NYSE, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of the State of NevadaDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with such Filings and such filings as may be required under applicable Environmental Laws, (v) compliance with and such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), (vi) such filings Consents as may be required in connection with the Taxes described in Section 6.09 6.08 (Certain Tax and Structure Matters), (v) such Filings and Consents as may be required solely by reason of the Company’s (as opposed to any other third party’s) participation in the Transactions, and (viivi) such other items thatFilings and Consents the failure of which to obtain or make, individually or in the aggregate, have has not had had, and would not reasonably be expected to have have, a Parent Material Adverse Effect.