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 Subject to the receipt of the Purchaser Parent Shareholder Approval, the execution, delivery and delivery performance by each of Purchaser Parent and Sub Purchaser of this Agreement do notand each Ancillary Implementing Agreement by Purchaser Parent, Purchaser or a Purchaser Designated Affiliate party to such Ancillary Implementing Agreement, and the consummation by Parent and Sub of the Merger transactions contemplated hereby and thereby by Purchaser Parent, Purchaser and such Purchaser Designated Affiliate, do not and will not (a) violate any provision of the other Transactions and compliance by articles of association or equivalent organizational documents of Purchaser Parent, Purchaser or any of their Affiliates, (b) subject to obtaining the consents set forth in Section 5.4 of the Purchaser Parent and Sub with Disclosure Letter, result in a violation of, or require the terms hereof will notconsent of any Person pursuant to, or conflict with, or result in any violation of or constitute a 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 breach or termination, cancellation or acceleration (whether with or without the giving of notice or the lapse of time or both) of any Lien upon right or obligation of (or to the loss of any benefit of) Purchaser Parent, Purchaser or any of their Affiliates under any Purchaser Material Contract or Purchaser Real Property Lease, or result in the imposition of a Lien on any assets, properties or assets of Parent rights, other than Purchaser Permitted Liens, relating to the Purchaser Business or owned, used or held by Purchaser or any of its subsidiaries underSubsidiaries, or (c) assuming compliance with the matters set forth in Sections 4.5 and 5.5, violate or result in a breach of or constitute a default under any provision of (i) the Parent CharterLaw, the Parent By-laws Governmental Authorization or the charter or organizational documents other restriction of any Parent Subsidiary, (ii) any Contract Governmental Authority to which Parent Purchaser Parent, Purchaser or any Parent Subsidiary is a party or by which any of their respective properties or assets Affiliates is bound or (iii) subject subject, except, with respect 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 (iib) and (iii) abovec), any such items thatas would not, individually or in the aggregate, have not had and would not be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent ofprevent Purchaser Parent, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by Parent Purchaser or any Parent Subsidiary in connection with Purchaser Designated Affiliate from consummating the execution, delivery and performance of this Agreement or Closing prior to 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 EffectOutside Date.

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(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, 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 applicable requirements of Foreign Antitrust Laws, (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 the Exchange 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 the rules and such filings as may be required under applicable Gaming Laws (including those promulgated by regulations of any national security exchange on which securities of Parent or the Nevada Gaming Authorities), Company are listed and (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 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 by each of Parent and Sub Entity of this Agreement and the performance by them of their obligations hereunder do not, and the consummation by Parent and Sub of the Merger Reincorporation Merger, the Share Exchange and the other Transactions and compliance by Parent and Sub with the terms hereof and thereof will notnot (i) conflict with, or result in any violation of any provision of, the organizational documents of any Parent Entity, (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 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 Entities 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 Entity is a party or by which any of their respective properties or assets is bound (other than any material Contracts to which the Company or any Company Subsidiary is a party or by which any of their respective assets is bound) 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(b6.05(b), any Judgment or Law applicable to the Parent or any Parent Subsidiary Entities 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 (it being agreed that for purposes of this Section 6.05(a), effects resulting from or arising in connection with the execution, delivery or performance of this Agreement, as set forth in clause (iv) of the definition of the term “Material Adverse Effect”, will not be excluded in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur). (b) No Consent ofof or from, or registration, declaration declaration, notice or filing with, with or permit from, made to any Governmental Entity or the expiry of any related waiting period is required to be obtained or made by or with respect to the Parent or any Parent Subsidiary Entities in connection with the execution, delivery and performance by the Parent Entities of this Agreement or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, the Competition Act and any other mandatory or appropriate merger control filings and notifications in respect of the Transactions, (ii) the filing with the SEC of (A) a registration statement on Form F-1/F-4 relating to the registration under the Securities Act of the (x) BEPC Class A Shares and Parent LP Units to be issued as consideration in the Share Exchange and the (y) BEPC Class A Shares, and the Parent LP Units issuable upon the exchange of such Class A Shares, to be issued in connection with the BEPC Distribution (the “Form F-1/F-4”) and declaration of effectiveness of the Form S-4 and the Joint Proxy Statement and F-1/F-4, (B) such reports undera registration statement on Form F-3, or other applicable requirements of, relating to the Exchange Act, as registration under the Securities Act of Parent LP Units that may be issued by the Parent or delivered by BEPC to satisfy any exchange, redemption or purchase of BEPC Class A Shares (the “Form F-3”) and declaration of effectiveness of the Form F-3 and (C) such other reports required in connection with this Agreementthe Transactions under, and such other compliance with, the Merger Exchange Act and the other TransactionsSecurities Act and the rules and regulations thereunder, (iii) any filings required under the Canadian Securities Laws, (iv) any filings required under the rules and regulations of the NYSE or the Toronto Stock Exchange (the “TSX”) and the approvals of the NYSE and TSX to authorize the listing, (v) the filing of the Articles certificate of Merger with the Secretary of State of the State of Nevada, (iv) compliance with exchange and such filings other appropriate documents 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)NYBCL, (vi) such filings as may be required actions taken in connection with the Taxes described in Section 6.09 BEPC Distribution and (vii) such other items thatthat the failure of which to obtain or make, 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 6.05(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”, will not be excluded in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur).

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 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 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 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 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. (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 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 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 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 ActAct and any other Antitrust Law, (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 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 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. 4.5.1. Except as set forth in Section 4.5.1 of the IESI-BFC Disclosure Letter (a) The execution together with the matters set forth in Section 4.5.2 of the IESI-BFC Disclosure Letter, the “IESI-BFC Consents”), the execution, delivery and delivery performance by each of Parent and Sub the IESI-BFC Entities 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 the IESI-BFC Entities will not, conflict with, with or result in any violation or breach of or default under (with or without notice or lapse of time, or both) or require the consent of any Person under, or give rise to a right of payment or reimbursement, or termination, cancelation cancellation, modification or acceleration of any obligation or to loss of a any 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 a Lien upon any of the properties property or assets of Parent or any of its subsidiaries underthe IESI-BFC Entities under any of the terms, any provision conditions or provisions of (i) the Parent Chartercharter, the Parent Byby-laws or the charter or other organizational documents of any Parent Subsidiaryof the IESI-BFC Entities, (ii) any Contract Contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument, whether written or oral, to which Parent any of the IESI-BFC Entities or any Parent Subsidiary is a party or by which any of their respective properties property or assets is bound bound, or (iii) subject to other than the filings and other matters referred to in Section 4.04(b)4.5.2, any Judgment Law or Law Order applicable to Parent any of the IESI-BFC Entities or any Parent Subsidiary or of their respective properties property 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 not reasonably be expected to have a Parent Material Adverse EffectEffect and that would not reasonably be expected to prevent or adversely affect in any material respect the completion of the Transactions or compliance by any of the IESI-BFC Entities with the terms of this Agreement. (b) No Consent 4.5.2. Except as set forth in Section 4.5.2 of the IESI-BFC Disclosure Letter, no consent, approval, license, permit, Order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity Authority is required to be obtained or made by Parent or any Parent Subsidiary the IESI-BFC Entities in connection with the execution, delivery and performance of this Agreement by the IESI-BFC Entities or the consummation of the TransactionsMerger and the other Transactions in compliance with the terms hereof by the IESI-BFC Entities, other than (i) compliance with and filings under the HSR Act and the Competition Act, and (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 Merger, except where 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 thatfailure to obtain or make such, individually or in the aggregate, have has not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect and would not reasonably be expected to prevent or adversely affect in any material respect the completion of the Transactions or compliance by any of the IESI-BFC Entities with the terms of this Agreement.

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 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 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) conflict with, or result in any violation of any provision of, the Organizational Documents of Parent or the Organizational Documents of 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 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 any of their respective properties or assets is are bound or any Permit applicable to the business of Parent 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 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 that, individually or in the aggregate, have matter that has not had and would not reasonably be expected to have have, individually or in the aggregate, 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 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 Transactionstransactions contemplated hereby, other than including the Merger, except for the following: (i) compliance with with, Filings under and filings the expiration or termination of any applicable waiting period under the HSR ActAct (the “HSR Approval”), and such other Consents or Filings as are required to be obtained or made under any other Antitrust Law and are set forth on Section 4.03(b)(i) of the Parent Disclosure Letter (the “Antitrust 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, 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 Minnesota 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 appropriate documents in connection with the Taxes described Merger with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; (1) Filings with, and the Consent of, the FERC under Section 203 of the FPA, (2) Filings with, and the Consent of, the U.S. Federal Communications Commission, and (3) Filings with, and the Consents of, the MPUC and the PSCW (the “State Approvals”); (iv) Filings with, and the Consent of, CFIUS (the Consents and Filings set forth in Section 6.09 4.03(b)(i), Section 4.03(b)(iii) and this Section 4.03(b)(iv), collectively, the “Parent Required Approvals” and, together with the Company Required Approvals, the “Required Approvals”); (viiv) such other items thatthe Parent Required Consents, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.as applicable; and

No Conflicts; Consents. (a) The execution and delivery by each of Parent and Sub of this Agreement do by Parent and Merger Sub does not, and the consummation performance by Parent and Merger Sub of the Merger their respective obligations hereunder and the other Transactions and compliance by Parent and Sub with consummation of the terms hereof transactions contemplated hereby will not, (i) conflict with, or result in any violation of any provision of, the Parent Charter, the Parent Bylaws or the comparable charter or organizational documents of Merger Sub, (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, or give rise to 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 Subsidiaries under, or require any consent or approval 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 of its Subsidiaries is a party or by which any of their respective properties or assets is bound 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(b4.3(b), any Judgment or Law Law, in each case, 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 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 The execution and delivery of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement will not, require any Consent of, or registration, declaration or filing or registration with, or permit fromnotification to, 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 (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 except for applicable requirements of, of the Exchange Act, as may be required in connection with this Agreementthe Securities Act, “blue sky” laws, the Merger HSR Act and any applicable foreign competition laws, filing and recordation of appropriate merger documents as required by the MGCL and the other Transactions, (iii) the filing rules of the Articles of Merger with the Secretary of State of the State of NevadaNASDAQ or other stock exchange, (iv) compliance with if applicable, and except where failure to obtain such filings as may Consents, or to make such filings, registrations or notifications, would not have, and would not reasonably 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 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 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 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 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 default, facility early amortization event or target amortization event (in any case, with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation cancellation, amortization or acceleration of any obligation, any obligation to make an offer to purchase or to redeem any Indebtedness or share capital 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 Charter, the Parent By-laws Company Articles or the comparable charter 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 or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.04(b4.05(b), any Judgment or Law Law, in each case, applicable to Parent the Company or any Parent Company Subsidiary or their respective properties or assets, 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 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 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 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 Agreement and the other Transactions, ; (ii) compliance with the NYSE and NASDAQ rules and regulations; and (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 matters that, 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 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 None of the execution and ----------------------- delivery 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 transactions contemplated by this Agreement and compliance by Parent and Sub with the terms hereof will not, (i) conflict with, with the certificate of incorporation or by-laws of Parent or Sub or (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 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, Sub under any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Subsidiaryof, (iiA) 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 (iiiB) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Applicable Law applicable to Parent or any Parent Subsidiary Sub or their respective properties or assets, other than, in the case of clauses (iiA) and (iiiB) aboveof this sentence, 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 subsidiary of Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactionstransactions contemplated by this Agreement, other than (i) compliance with and filings under the HSR Act, (ii) expiration or earlier termination of the waiting period under Part IX of the Competition Act (Canada) (the "Competition Act") --------------- and/or receipt of an advance ruling certificate ("ARC") pursuant to the --- Competition Act or, in the alternative of an ARC, a no-action letter from the Commissioner of Competition, (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, as may be required in connection with this Agreement, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, (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 Consents the failure of which to be required under applicable Gaming Laws (including those promulgated by obtained or made would not, individually or in the Nevada Gaming Authorities)aggregate, reasonably be expected to have a Parent Material Adverse Effect, (vi) such filings as may be required in connection with the Transfer Taxes described in Section 6.09 and (vii) such other items (A) required solely by reason of the participation of the Company (as opposed to any third party) in the transactions contemplated by this Agreement 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, 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 execution execution, delivery and delivery performance by Seller (and, if applicable, the Designated Seller Subsidiary) of each Transaction Agreement to which it is or will be party, the consummation of Parent and Sub of this Agreement do not, the Transactions and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub Seller (and, if applicable, the Designated Seller Subsidiary) with the terms hereof thereof will not, 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 (other than any Permitted Liens arising pursuant to the Transaction Agreements) upon any of the properties or assets of Parent or any of its subsidiaries Seller (or, if applicable, the Designated Seller Subsidiary) under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or organizational documents of any Parent Seller (or, if applicable, the Designated Seller Subsidiary, ) or (ii) assuming that the Consents referred to in Section 2.03(b) and Section 3.04(b) are obtained prior to the Closing Date and the registrations, declarations and filings referred to in Section 2.03(b) and Section 3.04(b) are made prior to the Closing Date, (A) any Material Contract or other Contract, in each case to which Parent Seller (or any Parent Subsidiary the Designated Seller Subsidiary) is a party or by which any of their respective Seller’s (or the Designated Seller Subsidiary’s) properties or assets is bound or (iiiB) subject to the filings and other matters referred to in Section 4.04(b)any judgment, ruling, order or decree (a “Judgment”) or any Judgment federal, state, local, foreign or Law supranational statute, law, common law, directive, ordinance, order, rule or regulation enacted, adopted, issued or promulgated by any Governmental Entity (a “Law”) applicable to Parent Seller (or, if applicable, the Designated Seller Subsidiary) or any Parent Subsidiary or either of their respective properties or assets, other than, in the case of clauses clause (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 on the ability of Seller to consummate the Transactions (a “Seller Material Adverse Effect”) and have not and would not reasonably be expected to be material to the Business. (b) No Consent consent, waiver, approval, license, permit, order or authorization (a “Consent”) of, or registration, declaration or filing withwith or notice to, any federal, state, local or foreign government, or permit fromany court or other judicial or arbitral body of competent jurisdiction, administrative agency, commission or other governmental or quasi-governmental authority or instrumentality, domestic or foreign, or any political or other subdivision or branch of any of the foregoing (a “Governmental Entity Entity”) or third party is required to be obtained or made by Parent or any Parent Subsidiary with respect to Seller (or, if applicable, the Designated Seller Subsidiary) in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Agreements or the consummation of the Transactions, other than (i) compliance with and filings under the HSR ActRequired 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, the Exchange Act, as those that may be required to be made or obtained by Purchaser solely by reason of Purchaser’s or any of its Affiliates’ (as opposed to any other third Person’s) participation in connection with this Agreement, the Merger Transactions and the other Transactions, (iii) those the filing failure 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 thatwhich to obtain or make, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Seller Material Adverse EffectEffect and have not and would not reasonably be expected to be material to the Business.

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 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 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 Merger Sub of this Agreement do does not, and the consummation by of the Merger, the issuance of shares of Parent and Sub of Common Stock in connection with 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 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 (ii)(A) the Parent Charter, Charter Documents or (B) the Parent By-laws or the comparable charter or organizational documents of any Parent SubsidiarySubsidiary of Parent, (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(b4.5(b), any Judgment or material Law applicable to Parent or any Parent Subsidiary of its Subsidiaries or their respective properties or assets, assets other than, in the case of clauses (i)(B), (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 EffectEffect on Parent. (b) No Consent Other than with respect to procedures under the Israeli Companies Law, the execution and delivery of this Agreement by Parent and Merger Sub does not and the consummation of the transactions contemplated hereby do not, and the performance of this Agreement and the transactions contemplated hereby by Parent and Merger Sub shall not, require any consent, approval, authorization or permit of, or registration, declaration filing with or filing with, or permit fromnotification to, any Governmental Entity is required to be obtained or made by Parent or any Parent Subsidiary in connection with the executionthird party, delivery and performance of this Agreement or the consummation of the Transactions, other than except (i) compliance with and filings under for applicable requirements, if any, of the HSR Securities 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 AgreementBlue Sky Laws, Israeli Securities Law, the Merger HSR Act, the requirements of any Governmental Entity under applicable competition, antitrust or non-United States investment Laws, the approval of the Investment Center, the approval of the OCS, the required approvals of this Agreement by Parent stockholders pursuant to the DGCL, the rules and the other Transactionsregulations of Nasdaq, (iii) the filing of the Articles of Merger Certificate Amendment with the Secretary of State of the State of Nevada, (iv) compliance Delaware in accordance with Section 242 of the DGCL and such filings other filings, notices, permits, authorizations, consents or approvals as may be required under applicable Environmental Lawsby reason of the status of Parent, Merger Sub or their Affiliates, and (vii) compliance with and where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities)or notifications, (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (vii) such other items thatwould not, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. (c) The revenues of Parent and its Subsidiaries in Israel in each of the 2009 and 2010 fiscal years were less than NIS 10 million. To the Knowledge of Parent, the share of Parent and its Subsidiaries in the production, sales, marketing or acquisitions in Israel of any particular asset do not represent a market share of more than fifty percent (50%) in any market. To the Knowledge of Parent, the consolidated market share of Parent as a result of the consummation of the Merger will not exceed fifty (50%) in the production, sales, marketing or acquisitions in Israel of any particular asset in any market.

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 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 Current Report on Form 8-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, ; (iiiC) the filing listing of the Articles Parent Conversion Shares with The NASDAQ Capital Market pursuant to a Listing of Merger Additional Shares Application with The NASDAQ Stock Market LLC (“NASDAQ Listing Approval”) and (D) the Secretary of State approval of the State Parent’s stockholders pursuant to Rule 5635 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“Parent Stockholder 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 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 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 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 Parent and Merger Sub of this Agreement do does not, and the consummation performance by Parent and Merger Sub of the Merger their respective obligations hereunder and the other consummation of the Transactions and compliance by Parent and Sub with the terms hereof will not, violate, conflict with, or result in a breach of any violation provision of or the loss of any material benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit amendment under, give rise to an obligation to make an offer to purchase or to increasedredeem any Indebtedness or capital stock, additionalvoting securities or other equity interests under, accelerated or guaranteed rights or entitlements of any person underaccelerate the performance required by, 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 Bylaws, the Merger Sub Charter or the charter or organizational documents of any Parent SubsidiaryMerger Sub Bylaws as currently in effect, (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(b3.05(b), any Judgment judgment, order or Law decree of a Governmental Entity (“Judgment”) or statute, law (including common law), ordinance, rule or regulation, including the rules and regulations of the NYSE (“Law”), in each case 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 matters that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No consent, waiver or Permit (“Consent”) of or from, or registration, declaration, notice or filing made to or with, any federal, national, state, provincial or local, 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”), 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 by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Merger and the other Transactions, other than (i) (A) the filing with the SEC of the Joint Proxy Statement in definitive form, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act of 1933 (the “Securities Act”), of the registration statement on Form S-4 in connection with the issuance by Parent of the Stock 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 items reports and other filings under, and such other compliance with, the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act, as may be required in connection with this Agreement and the Transactions, (ii) compliance with and filings and the expiration or early termination of the applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”), (iii) the filing of the Articles of Merger with, and the issuance of a certificate of merger by, the SCC and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” Laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents of or from, or registrations, declarations, notices or filings to or with the NYSE as are required to permit the consummation of the Merger and the listing of the shares of Parent Common Stock to be issued as Stock Consideration and (vi) such other 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 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 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 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) The Except as set forth in Section 4.05(a) of the Parent Disclosure Schedule, the execution and delivery by each of Parent and Sub the Selling Parties 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 Parent or any of its subsidiaries the Intra-Asia Companies or the Selling Stockholders under, any provision of (i) the Parent Charter, the Parent ByBylaws, Intra-laws Asia Subsidiaries Organizational Documents, or the charter or organizational documents of any Parent Subsidiary, Selling Stockholders Organizational Documents (ii) any material Contract to which Parent or any Parent Subsidiary of the Intra-Asia Companies and/or the Selling 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 Parent any of the Intra-Asia Companies or any Parent Subsidiary the Selling 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 Parent or with respect to any Parent Subsidiary of the Intra-Asia Companies or Selling 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 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 the Organizational Documents of 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 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 any of their respective properties or assets is bound or any Permit applicable to the business of Parent 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 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 Transactionstransactions contemplated hereby, other than including the Merger, except for the following: (i) compliance with with, Filings under and filings the expiration or termination of any applicable waiting period under the HSR Act, ; (ii) the filing with the SEC of (A) the Form S-4 Filings with, and the Joint Proxy Statement and Consent of, the FERC under Section 203 of the FPA, (B) such reports underFilings with, or other applicable requirements and the Consent of, the Exchange ActGovernmental Entities set forth in Section 4.03(b)(ii)(B) of the Parent Disclosure Letter, as may be required (C) the Filings and Consents set forth in connection with Section 4.03(b)(ii)(C) of the Parent Disclosure Letter and (D) the Additional Approvals (the Consents and Filings set forth in Section 4.03(b)(i) and this AgreementSection 4.03(b)(ii), collectively, the Merger and “Parent Required Approvals” and, together with the other TransactionsCompany Required Approvals, the “Required Approvals”); (iii) the filing of the Articles of Merger with the Secretary of State of the State of NevadaParent Required Consents, as applicable; (iv) compliance with Filings and such filings Consents as may are required to be required made or obtained under applicable state or federal property transfer Laws or Environmental Laws, Laws as set forth in Section 4.03(b)(iv) of the Parent Disclosure Letter; 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 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 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 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 and Merger Sub of this Agreement do does not, and the consummation performance by Parent and Merger Sub of the Merger their respective obligations hereunder and the other consummation of the Transactions and compliance by Parent and Sub with the terms hereof will not, violate, conflict with, or result in a breach of any violation provision of or the loss of any material benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit amendment under, give rise to an obligation to make an offer to purchase or to increasedredeem any Indebtedness or capital stock, additionalvoting securities or other equity interests under, accelerated or guaranteed rights or entitlements of any person underaccelerate the performance required by, 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 Bylaws, the Merger Sub Charter or the charter or organizational documents of any Parent SubsidiaryMerger Sub Bylaws as currently in effect, (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(b3.05(b), any Judgment judgment, order or Law decree of a Governmental Entity ("Judgment") or statute, law (including common law), ordinance, rule or regulation, including the rules and regulations of the NYSE ("Law"), in each case 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 matters that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No consent, waiver or Permit ("Consent") of or from, or registration, declaration, notice or filing made to or with, any federal, national, state, provincial or local, 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"), 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 by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Merger and the other Transactions, other than (i) (A) the filing with the SEC of the Joint Proxy Statement in definitive form, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act of 1933 (the "Securities Act"), of the registration statement on Form S-4 in connection with the issuance by Parent of the Stock 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 items reports and other filings under, and such other compliance with, the Securities Exchange Act of 1934 (the "Exchange Act") and the Securities Act, as may be required in connection with this Agreement and the Transactions, (ii) compliance with and filings and the expiration or early termination of the applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇"), (▇▇▇) the filing of the Articles of Merger with, and the issuance of a certificate of merger by, the SCC and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or "blue sky" Laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents of or from, or registrations, declarations, notices or filings to or with the NYSE as are required to permit the consummation of the Merger and the listing of the shares of Parent Common Stock to be issued as Stock Consideration and (vi) such other 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 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 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 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 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 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 Assuming the delivery or receipt, as applicable, by Seller of the Consents set forth in Section 3.03(a) of the Disclosure Schedule, the execution and delivery by each of Parent and Sub Selling Entity of this Agreement do not, and each of the Other Transaction Documents to which it is specified to be a party and the consummation by Parent each Selling Entity and Sub the Company of the Merger transactions contemplated hereby and thereby and the performance by each Selling Entity and the Company of their respective other Transactions obligations hereunder and compliance by Parent and Sub with the terms hereof thereunder do not or will not, as applicable, conflict with, or result in any (i) violation of or default by such Selling Entity or any of its applicable subsidiaries, (with or without notice or lapse of time, or bothii) under, or give rise to a right of termination, cancelation cancellation or acceleration of any right or obligation of such Selling Entity or to any of its applicable subsidiaries, (iii) loss of a material any benefit under, of such Selling Entity or to increased, additional, accelerated any of its applicable subsidiaries or guaranteed rights or entitlements of any person under, or result in the (iv) creation of any Lien (other than any Permitted Lien) upon any property or asset of the properties or assets of Parent such Selling Entity or any of its applicable subsidiaries under, or under any provision of of, (iA) the Parent Charter, the Parent By-laws or the charter or organizational documents of such Selling Entity or any Parent Subsidiaryof its applicable subsidiaries, (iiB) any material Contract to which Parent of such Selling Entity or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound its applicable subsidiaries or (iiiC) any Injunction or, subject to the filings Authorizations and other matters referred to Filings described in Section 4.04(b3.03(b), any Judgment or Law applicable to Parent or any Parent Subsidiary or their respective properties or assetsLaw, other than, in the case of each of clauses (iiA) (with respect to organizational documents of the subsidiaries of Seller (other than the Company or the other Selling Entities)), (B) and (iii) aboveC), any such items thatviolation, default, termination, cancellation, acceleration, loss of benefit or creation of a Lien that (x) would not reasonably be expected to, individually or in the aggregate, have not had result in a Company Material Adverse Effect and (y) would not reasonably be expected to have a Parent Material Adverse Effectprevent or materially delay the consummation of the Acquisition. (b) No Consent of, Authorization or registration, declaration or filing with, or permit from, any Governmental Entity Filing is required to be obtained or made by Parent or any Parent Subsidiary with respect to each Selling Entity in connection with the execution, execution and delivery and performance of this Agreement or the Other Transaction Documents to which it is specified to be a party, the consummation of the Transactionstransactions contemplated hereby or thereby or the compliance by such Selling Entity with the terms and conditions hereof and thereof, other than (i) compliance with and filings under as may be required by the HSR ActAct or the notification to the NSIA, (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 solely by reason of Purchaser’s or any of its Affiliates’ participation in connection with this Agreement, the Merger and transactions contemplated by any of the other TransactionsTransaction Documents, (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 by the rules or regulations of any applicable Environmental Lawssecurities exchange or listing authority and (iv) such Authorizations or Filings, the absence of which, or the failure of which to be made, (vx) compliance with and such filings as may would not reasonably 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 thatexpected to, individually or in the aggregate, have not had result in a Company Material Adverse Effect and (y) would not reasonably be expected to have a Parent Material Adverse Effectprevent or materially delay the consummation of the Acquisition.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Sub of this Agreement do notand the Ancillary Documents to which it is a party, and the consummation by Parent and Sub of the Merger transactions contemplated hereby and thereby, including the Merger, do not and will, with or without the giving of notice or the lapse of time or both, not: (i) conflict with, or result in any violation or breach of, or default under (whether upon lapse of time or the occurrence of any act or event or otherwise), any provision of the Articles of Incorporation or Bylaws of Parent (together, “Parent Charter Documents”), subject only to the receipt of the Parent Shareholder Approval, or of the charter, bylaws or other Transactions and compliance by organizational documents of any Subsidiary of Parent; (ii) except as set forth in Section 5.5(a) of the Parent and Sub with the terms hereof will notDisclosure Schedules, conflict with, or result in any violation or breach of, or constitute (whether upon lapse of time or the occurrence of any act or event or otherwise) a default (with or without notice or lapse of time, or both) under, result or give rise to a right of termination, cancelation modification, cancellation or acceleration of any obligation or to loss of any material benefit) under, require the payment of a material benefit penalty under, constitute a change in control under, or to increasedrequire a consent, additionalnotice, accelerated waiver or guaranteed rights other action by any Person under the terms conditions or entitlements provisions 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 of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound or to which any of their respective properties and assets are subject (including any Parent Material Contract) or any Permit affecting the properties, assets is bound (including the Parent Vessels) or business of Parent or its Subsidiaries; (iii) subject to to, in the filings case of the issuance of the Aggregate Stock Consideration, obtaining Parent Shareholder Approval and other matters referred to compliance with the filing and notice requirements set forth in clauses (i) through (iv) of Section 4.04(b5.5(b), conflict with or result in a violation or breach of any Judgment provision of any Law or Law Order applicable to Parent or any Parent Subsidiary of its Subsidiaries or any of its or their respective property or assets; or (iv) result in the creation or imposition of any Lien on any properties or assetsassets of Parent or its Subsidiaries, other thanexcept, in the case of clauses the foregoing clause (ii) and clause (iiiiv) abovefor any violations, any such items thatbreaches, defaults, terminations, cancellations, accelerations or losses that are not, and would not reasonably be expected to be, individually or in the aggregate, have not had material to Parent and would not reasonably be expected to have its Subsidiaries, taken as a Parent Material Adverse Effectwhole. (b) No Consent ofconsent, or registrationApproval, Permit, Order, declaration or filing with, or permit fromnotice to, any Governmental Entity Authority or any stock market or stock exchange on which shares of Parent’s capital stock are admitted for trading is required by or with respect to be obtained or made by Parent or any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or and the Ancillary Documents and the consummation of the Transactionstransactions contemplated hereby and thereby, other than except (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 for such filings as may be required under applicable Environmental Competition Laws, (vii) compliance with for the filing and the recordation of the A&R Governing Documents, appropriate merger or other documents as required by the BCA and by the relevant authorities of other jurisdictions in which Parent is qualified to do business (including the Articles of Mergers), (iii) as set forth in Section 5.5(b) of the Parent Disclosure Schedules, (iv) for such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable Gaming Laws (including those promulgated by federal and state securities laws and the Nevada Gaming Authorities)securities laws of any non-U.S. country, (vi) such filings as may be required in connection with the Taxes described in Section 6.09 and (viiv) for such other items thatconsents, Approvals, Permits, Orders, declarations, filings or notices for which the failure to obtain or make which are not and would not reasonably be expected to be, individually or in the aggregate, have not had material to Parent and would not reasonably be expected its Subsidiaries, taken as a whole, except with respect to have a Parent Material Adverse Effectdelay in the consummation of the transactions contemplated hereby.

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 cancelation, amendment, 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 (other than Liens arising as a result of the Debt Financing) 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 material Parent Permit or 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(b5.4(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 Act, (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 of Merger with the Secretary of State of the State of NevadaNevada and appropriate documents with the relevant authorities of the other jurisdictions in which Parent or Merger Sub is qualified to do business, (iv) compliance with and such filings as may be required the applicable requirements under applicable Environmental Lawsthe NISPOM, (v) compliance with and such filings as may be required the applicable requirements under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities)ITAR, (vi) such filings as may be required in connection compliance with the Taxes described in Section 6.09 applicable requirements of FAR 52.215-19 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 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 covenants, agreements and other obligations hereunder and the consummation 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 Merger Sub under, any provision of 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 any of 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 filings and other matters referred to in Section 4.04(b)5.3(b) any Order, any Judgment Law or Law Permit, 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 that, individually or in the aggregate, matters that have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Consent ofConsents of or from, or registration, declaration declaration, notice or filing with, made to 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, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other Transactions, other than (i) compliance with and filings under the HSR Act, rules and regulations of the Tokyo Stock Exchange and the Nagoya Stock Exchange; (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, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (vthe “HSR Act”); (iii) compliance with and such filings as may be required under applicable Gaming Regulatory Laws (including those promulgated by in the Nevada Gaming Authorities), (vi) such filings as may be required in connection with the Taxes described in Section 6.09 Republic of Korea and Turkey; and (viiiv) such other items that, individually or in the aggregate, matters that 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 Purchaser of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation by Parent and Sub Purchaser of the Merger transactions contemplated to be consummated by it by this Agreement and the other Transactions and compliance by Parent and Sub with the terms hereof such Ancillary Agreements 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 (other than Liens arising from acts of Seller or its affiliates) upon any of the properties or assets of Parent or any of its subsidiaries Transferred Assets under, any provision of (i) the Parent Charter, the Parent By-laws or the charter or their respective organizational documents of any Parent Subsidiarydocuments, (ii) any Contract to which Parent Purchaser (that relates to the WVS-I Business), WVS-I or any Parent WVS-I Subsidiary is a party or by which any of their respective properties or assets is bound party, or (iii) subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Applicable Law applicable that, as of the Closing Date, will apply with respect to Parent WVS-I or any Parent WVS-I 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 could not reasonably be expected to have a Parent WVS-I Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity (other than any Governmental Entity located in a jurisdiction in which the operations of the WVS-I Business are immaterial) is required to be obtained or made by Parent or with respect to Purchaser (or, as of the Closing Date, WVS-I or any Parent Subsidiary WVS-I Subsidiary) in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it is a party or the consummation of the Transactions, other than (i) (A) compliance with and filings under the HSR ActAct and the EC Merger Regulation, (B) the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder, and any other rules, regulations, practices and policies promulgated by the Federal Communications Commission, (C) laws, rules, regulations, practices and orders of any state public service commissions, foreign telecommunications regulatory agencies or similar state or foreign regulatory bodies, (D) those that may be required solely by reason of Seller's (as opposed to any other third party's) participation in the Transactions and the other transactions contemplated by this Agreement and by the Ancillary Agreements, (E) compliance with and such filings as may be required under Applicable Laws (other than Applicable Laws of any jurisdiction in which the operations of the WVS-I Business are immaterial) and (F) such filings as may be required in connection with the taxes described in Section 9.01, (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, filings under the Exchange Act, as may be required in connection with this Agreement, the Merger Ancillary Agreements and the other Transactions, Transactions and (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 other items that may be required under the applicable Environmental Laws, (v) compliance with rules and such filings as may be required under regulations of the stock exchanges on which the common stock of Purchaser is listed or the applicable Gaming Laws (including those promulgated by law of 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 EffectNetherlands.

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 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, 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 contemplated hereby and thereby 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 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 notice to, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the 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 or notifications under (A) the HSR ActAct and other applicable U.S. and non-U.S. competition Laws, (B) Exon-▇▇▇▇▇▇, and (C) the NISPOM, (ii) approval of the Defense Security Service of a plan to enter into an agreement to mitigate FOCI, (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, under the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactionstransactions contemplated hereby, (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 taxes described in Section 6.09 6.11, (vi) such other items that may be required solely 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 be obtained or made, 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 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 Parent Subsidiary under, any provision 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 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 Applicable Law applicable to Parent or any Parent Subsidiary or their respective properties or assets, other thanassets except, in the case of clauses (ii) and (iii) above, for any such items that, individually or in the aggregate, have has 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, 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 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, (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 NevadaLouisiana 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 in connection with transfers of property 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 required solely by reason of the participation of the Company (as opposed to any third party) in the aggregateTransactions. (c) Parent and the Parent Board have taken all action necessary to (i) render the Parent Rights inapplicable to this Agreement and the other Transaction Agreements, have the Merger 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 any Transaction Agreement, the Merger or any other Transaction, and (B) assuming no material change in the current ownership of Company Capital Stock prior to the Effective Time, a "Distribution Date" (as defined in the Parent Rights Agreement) shall not had and would not reasonably be expected to have a Parent Material Adverse Effectoccur by reason of any Transaction Agreement, the Merger or any other Transaction.

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 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 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 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 (A) the Form S-4 and the Joint 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) such reports under, or other applicable requirements of, the Exchange Act, as may be required any Filing in connection with this Agreement, respect of the Merger and under applicable state “blue sky” or similar securities Laws; (ii) 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 OTC and any other applicable Environmental Laws, stock exchanges or marketplaces; 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 thatFilings and Consents the failure of which to make or obtain 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.

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 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 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 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 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 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 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 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 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 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 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 by each of Parent and Merger Sub of this Agreement and the Ancillary Agreements to which it is a party, do 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, 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 Ancillary Agreement to which Parent or Merger Sub is a party 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) the Form S-4 and the Joint 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 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 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 Merger Sub of this Agreement do and by Parent of the Voting Agreement does not, and the consummation by Parent and Sub of any 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 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 (ii)(A) the Parent Charter, Charter Documents or (B) the Parent By-laws or the comparable charter or organizational documents of any Parent SubsidiarySubsidiary of Parent, (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 bound, or (iii) subject to the filings and other matters referred to in Section 4.04(b4.5(b), any Judgment or material Law applicable to Parent or any Parent Subsidiary of its Subsidiaries or their respective properties or assets, assets other than, in the case of clauses (i)(B), (ii) and or (iii) above, any such items that, individually or in the aggregate, that have not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. (b) No Consent The execution and delivery of this Agreement by Parent and Merger Sub and the Voting Agreement by Parent does not and the consummation of the Transactions do not, and the performance of this Agreement, the Voting Agreement and the Transactions by Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or registration, declaration filing with or filing with, or permit fromnotification to, any Governmental Entity is required to be obtained or made by Parent or any Parent Subsidiary in connection with the executionthird party, delivery and performance of this Agreement or the consummation of the Transactions, other than except (i) compliance with and filings under for applicable requirements, if any, of the HSR Securities 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, Blue Sky Laws, the Gaming Requirements, the requirements of any Governmental Entity under applicable Antitrust Laws, the rules and regulations of the NYSE, the filing of the appropriate merger documents as required by the DGCL and such other filings, notices, permits, authorizations, consents or approvals as may be required in connection with this Agreement, the Merger and the other Transactions, (iii) the filing by reason of the Articles status of Parent, Merger with Sub or their Affiliates, and (ii) where the Secretary of State of the State of Nevadafailure to obtain such consents, (iv) compliance with and approvals, authorizations or permits, or to make such filings as may be required under applicable Environmental Lawsor notifications, (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 EffectEffect on Parent.

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 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 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) compliance with and filings under 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 ofof Foreign Antitrust Laws, (iii) compliance with and filings under the 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 of Merger with the Secretary Department of State of the State Commonwealth of Nevada, (iv) compliance Pennsylvania in accordance with the provisions of the PBCL 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 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 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 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 (including 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(b4.03(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 conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that, individually or in the aggregate, have not had and would not reasonably be expected impair in any material respect the ability of Parent to have perform its obligations under this Agreement or prevent or materially impede or delay the consummation of the Merger or the other Transactions (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 by Parent and Sub, as applicable, or the consummation by Parent and Sub of the Transactions, other than (i) compliance with the filing of a premerger notification and filings report form by Parent and Sub under the HSR ActAct or any other applicable competition, merger control, antitrust or similar Law, (ii) the filing filings 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 Agreementthe 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 and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable Environmental Laws, including ISRA, and (v) compliance with such other items, Consents, registrations, declarations and such filings as (A) that may be required under the applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities)Law of any foreign country, (viB) such filings required solely by reason of the participation of the Company or the Principal Company Stockholder (as may opposed to any third party) in the Transactions or (C) that the failure of which to be required in connection with the Taxes described in Section 6.09 and (vii) such other items thatobtained or made, 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 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 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 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.