Common use of Permits; Compliance with Laws Clause in Contracts

Permits; Compliance with Laws. (a) Section 4.9(a) of the Seller Disclosure Letter sets forth a list of all material permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary to conduct the business and operations at the Property as currently conducted by Seller (the “Seller Permits”), each of which is in full force and effect as of the date of this Agreement. (b) To Seller’s knowledge, each of Seller’s directors, officers and employees hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary for their conduct of the business and operations conducted at the Property as currently conducted by Seller, each of which is in full force and effect, and there has occurred no material default, revocation or suspension under any such permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of any Governmental Entities. (c) The business conducted by Seller at the Property is being conducted in compliance in all material respects with all applicable Laws of any Governmental Entity (including any Gaming Laws). Except as set forth in Section 4.9(c) of the Seller Disclosure Letter, Seller has not received a written notice of or been charged with any material violation of any Laws in connection with the business conducted by Seller at the Property within the past three (3) years. Except as set forth in Section 4.9(c) of the Seller Disclosure Letter, neither Seller nor any of its Affiliates has received a written notice of any investigation or review by any Governmental Entity with respect to Seller or the Property within the past three (3) years, and, to the knowledge of Seller, no Governmental Entity has indicated any intention to conduct any such investigation or review (other than any routine review in the Ordinary Course of Business) within the past three (3) years. Notwithstanding anything contained in this Section 4.9, the representations contained in this Section 4.9 do not concern intellectual property matters, environmental matters, labor matters, employee benefits or Taxes, all of which are the subject of representations in Sections 4.5, 4.8, 4.10, 4.11 and 4.15, respectively.

Permits; Compliance with Laws. (a) Section 4.9(a) of the Seller Disclosure Letter sets Except as set forth a list of all material permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary to conduct the business and operations at the Property as currently conducted by Seller (the “Seller Permits”on Schedule 4.11(a), each of which is in full force and effect as of the date of this Agreement. (b) To Seller’s knowledge, each of Seller’s directors, officers and employees hold Company has at all material permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary for their conduct of the business and operations conducted at the Property as currently conducted by Seller, each of which is in full force and effect, and there has occurred no material default, revocation or suspension under any such permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of any Governmental Entities. (c) The business conducted by Seller at the Property is being conducted times been in compliance in all material respects with all applicable Laws and Orders, and the Company possesses and the Company is and has at all times been in compliance in all material respects with, all licenses, permits, registrations, certificates of occupancy, approvals, authorizations, qualifications, consents and certificates from any Governmental Entity Authority which are required under applicable Law with respect to the operation of its business as currently conducted (including any Gaming Lawscollectively, “Permits”). Each Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c), in Section 4.9(c) of the Seller Disclosure Letter, Seller has not received a written notice of or been charged with any material violation of any Laws in connection with the business conducted by Seller at the Property within the past three (3) years. Except as set forth in Section 4.9(c) of the Seller Disclosure Letter, neither Seller nor any of its Affiliates has received a written notice of any investigation or review by any Governmental Entity with respect to Seller or the Property within the past three (3) years, andneither the Company nor the Sellers have received any written notice from any Person alleging any noncompliance with any applicable Law, Order or Permit by the Company. Each Permit is valid and in full force and effect, and none of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the knowledge right or authorization of Sellerthe Company) as a result of the consummation of the transactions contemplated herein. Neither the Company, no Governmental Entity Sellers, nor, To Sellers’ Knowledge, any of their respective directors, officers, executives, representatives, agents or employees, (a) has indicated used or is currenlty using any intention Company funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to conduct political activity, (b) has used or is currently using any such investigation Company funds for any direct or review indirect unlawful payments to any foreign or domestic government officials or employees applicable to Sellers or the Company, (c) has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, as amended or any similar law under any jurisdiction, (d) has established or maintained, or is maintaining, any unlawful fund of Company monies or other than properties, (e) has made any routine review in the Ordinary Course bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of Businessany nature or (f) within the past three (3) years. Notwithstanding anything contained in this Section 4.9, the representations contained in this Section 4.9 do not concern intellectual property matters, environmental matters, labor matters, employee benefits has violated any anti-boycott provisions of any applicable Law or Taxes, all of which are the subject of representations in Sections 4.5, 4.8, 4.10, 4.11 other applicable Law relating to exports and 4.15, respectivelyembargos.

Permits; Compliance with Laws. (a) Section 4.9(a) of the Seller Disclosure Letter sets forth a list of all material permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary to conduct the business and operations at the Property as currently conducted by Each Seller (with respect to the “Seller Permits”), each of which is in full force and effect as of the date of this Agreement. (bBusiness) To Seller’s knowledge, each of Seller’s directors, officers and employees hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary for their conduct of the business and operations conducted at the Property as currently conducted by Seller, each of which is in full force and effectis, and there has occurred no material defaultbeen since January 1, revocation or suspension under any such permits2022, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of any Governmental Entities. (c) The business conducted by Seller at the Property is being conducted in compliance in all material respects with all Laws or Orders, applicable Laws to such Seller. Each Seller holds all licenses, permits, Healthcare Permits, certificates, approvals and authorizations from Governmental Bodies necessary for the lawful conduct of any Governmental Entity the Business (including any Gaming Lawscollectively, “Permits”). Except as set forth would not, individually or in Section 4.9(cthe aggregate, reasonably be expected to be material to the Business, (i) each Healthcare Permit is valid, subsisting and in full force and effect and (ii) the Business as currently conducted is not in violation of, nor are the Sellers in default or violation under, any Healthcare Permit. (b) To the Knowledge of the Seller Disclosure LetterSellers since January 1, Seller 2022, no event has not received occurred which, with notice or the lapse of time or both, would constitute a written notice of default or been charged with any material violation of any Laws in connection with material terms, condition or provision of any Healthcare Permits. There are no actions pending or, to the business conducted by Seller at the Property within the past three (3) years. Except as set forth in Section 4.9(c) Knowledge of the Seller Disclosure LetterSellers, neither Seller nor any of its Affiliates has received a written notice threatened, that seek the revocation, cancellation or adverse modification of any investigation Healthcare Permit. To the Knowledge of the Sellers, each director, officer, employee, agent and independent contractor of the Sellers possesses all Permits necessary for the lawful conduct of his or review by any Governmental Entity with respect to her duties and obligations in the operation of the Business. (c) Each Seller or the Property within the past three (3) yearsand each of their respective directors, officers and employees acting in such capacity and, to the knowledge Knowledge of SellerSellers, no each of its and their other agents acting on its or their behalf, is, and has been since January 1, 2022, in compliance in all material respects with the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder. (d) Since January 1, 2022, none of the Sellers, nor to the Knowledge of Sellers, any Affiliate of Sellers, has received written notice from any Governmental Entity has indicated Body claiming or alleging that any intention of the Sellers are not in compliance with any applicable Law or Order applicable to conduct any such investigation of them, or review (other than the operation of their respective businesses, in any routine review material respect, in each case except as would not, individually or in the Ordinary Course of aggregate, reasonably be expected to be material to the Business) within the past three (3) years. Notwithstanding anything contained in this Section 4.9, the representations contained in this Section 4.9 do not concern intellectual property mattersAcquired Assets and the Assumed Liabilities, environmental matters, labor matters, employee benefits or Taxes, all of which are the subject of representations in Sections 4.5, 4.8, 4.10, 4.11 and 4.15, respectivelytaken as a whole.

Permits; Compliance with Laws. (a) Section 4.9(a) of the Seller Disclosure Letter sets forth a list of The Company and its Subsidiaries have in effect all material certificates, permits, licenses, franchises, approvals, concessions, qualifications, registrations, findings certifications and similar authorizations from any Governmental Entity (collectively, "Permits"), including all Permits under the Federal Food, Drug, and Cosmetic Act of suitability1938, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities as amended (including authorizations under Gaming Lawsthe rules and regulations promulgated thereunder, the "FDCA"), and the regulations of the Federal Food and Drug Administration (the "FDA") promulgated thereunder, that are necessary for them to conduct the business own, lease or operate their properties and operations at the Property assets and to carry on their businesses in all material respects as currently conducted conducted. The execution and delivery of this Agreement by Seller (the “Seller Permits”)Company does not, each of which is in full force and effect as the consummation of the date Offer, the Merger and the other transactions contemplated by the Transaction Agreements and compliance with the terms thereof could not reasonably be expected to, cause the revocation or cancellation of this Agreement. (b) To Seller’s knowledge, each of Seller’s directors, officers and employees hold all any material permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary for their conduct Permit. Each of the business Company and operations conducted at the Property as currently conducted by Seller, each of which is in full force and effectits Subsidiaries is, and there since January 1, 2005 has occurred no material defaultbeen, revocation or suspension under any such permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of any Governmental Entities. (c) The business conducted by Seller at the Property is being conducted in compliance in all material respects with all applicable Laws and Judgments. Neither the Company nor any of its Subsidiaries has received any Governmental Entity (including any Gaming Laws). Except as set forth in Section 4.9(c) of the Seller Disclosure Letter, Seller has not received a written notice of or been charged with any material violation of any Laws in connection with the business conducted by Seller at the Property within communication during the past three (3) yearsyears from any person that alleges that the Company or any of its Subsidiaries is not in compliance in all material respects with, or is subject to any material liability under, any Permit, Law or Judgment or relating to the revocation or modification of any material Permit. Except as set forth in Section 4.9(c) of Neither the Seller Disclosure Letter, neither Seller Company nor any of its Affiliates Subsidiaries has received a any written notice of that any investigation or review by any Governmental Entity is pending with respect to Seller the Company or any of its Subsidiaries or any of the Property within properties, assets or operations of the past three (3) years, and, to the knowledge Company or any of Seller, no Governmental Entity has indicated any intention to conduct its Subsidiaries or that any such investigation or review (other than any routine review in the Ordinary Course of Business) within the past three (3) years. Notwithstanding anything contained in this Section 4.9, the representations contained in this Section 4.9 do not concern intellectual property matters, environmental matters, labor matters, employee benefits or Taxes, all of which are the subject of representations in Sections 4.5, 4.8, 4.10, 4.11 and 4.15, respectivelyis contemplated.

Permits; Compliance with Laws. (a) Section 4.9(a) of the Seller Disclosure Letter sets forth a list of Each Company has all material permitsauthorizations, registrationsapprovals, findings of suitabilityorders, consents, licenses, variancescertificates, exemptionspermits, certificates of occupancy, orders registrations and approvals of all qualifications from each Governmental Entities (including authorizations under Gaming Laws) Entity necessary to permit the ownership of property and the conduct the of business and operations at the Property as currently presently conducted by Seller such Company (collectively, the “Seller Permits”), each of which is and all such Permits are valid and in full force and effect as effect. Section 2.10(a) of the date Disclosure Schedule contains a complete and accurate list of this Agreementeach Permit. (b) To Seller’s knowledge, each of Seller’s directors, officers and employees hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary for their conduct of the business and operations conducted at the Property as currently conducted by Seller, each of which is in full force and effect, and there has occurred no material default, revocation or suspension under any such permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of any Governmental Entities. (c) The business conducted by Seller at the Property is being conducted in compliance in all material respects with all applicable Laws of any Governmental Entity (including any Gaming Laws). Except as set forth in Section 4.9(c2.10 (b) of the Seller Disclosure LetterSchedule: (i) each Company is in material compliance with the Permits held by it and all applicable statutes, Seller ordinances, Orders, rules and regulations promulgated by any Governmental Entity which apply to the conduct of such Company’s business; (ii) no Company is subject to any Order with respect to any aspect of its business, affairs, properties or assets, and has not not, as of the date hereof, received any written or, to the Knowledge of the Company, oral notice or other communication of any actual, alleged, possible or potential violation of, or failure to comply with, any Applicable Law from any Governmental Entity or the institution of any civil, criminal or administrative action, suit, proceeding or investigation from any Governmental Entity, with respect to any aspect of the business, affairs, properties or assets of such Company; and (iii) to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) would reasonably be expected to constitute or result in a written notice material violation by any Company or any officer, director, manager or employee of any Company of, or been charged with a failure of any Company or any officer, director, manager or employee of any Company to comply, in any material violation of respect, with, any Laws in connection with the business conducted by Seller at the Property within the past three Applicable Law. (3c) years. Except as set forth in Section 4.9(c2.10 (c) of the Seller Disclosure LetterSchedule, neither Seller nor any of its Affiliates has received a written notice of any investigation or review by any Governmental Entity with respect to Seller or the Property within the past three (3) yearsCompanies have not, and, to the knowledge Knowledge of Sellerthe Company, no officer, director or manager of any Company acting on such Company’s behalf has, (i) received any rebates, payments, commissions, promotional allowances or any other economic benefits from any customer or supplier of any Company or (ii) given or agreed to give any money, gift, bribe, kickback or similar benefit to any customer or supplier of any Company, any official or employee of any Governmental Entity has indicated Entity, or any intention to conduct political party or candidate for office, in each case, which would constitute a violation of any such investigation anticorruption, anti-bribery or review (other than similar Laws by any routine review in the Ordinary Course of Business) within the past three (3) years. Notwithstanding anything contained in this Section 4.9, the representations contained in this Section 4.9 do not concern intellectual property matters, environmental matters, labor matters, employee benefits or Taxes, all of which are the subject of representations in Sections 4.5, 4.8, 4.10, 4.11 and 4.15, respectivelyCompany.

Permits; Compliance with Laws. (a) Section 4.9(a) of the Seller Disclosure Letter sets forth a list The Company and Company Subsidiaries are in possession of all material permits, registrations, findings of suitabilityfranchises, grants, authorizations, licenses, variancespermits, exemptionsconsents, certificates certificates, approvals, other regulatory authorizations and orders of occupancyany Governmental Authority necessary for them to own, orders lease and approvals of all Governmental Entities operate their properties or to carry on their business as it is now being conducted (including authorizations under Gaming Laws) necessary to conduct the business and operations at the Property as currently conducted by Seller (collectively, the “Seller Permits”), each of which is in full force ) and effect as of the date of this Agreement. (b) To Seller’s knowledge, each of Seller’s directors, officers all such Permits are valid and employees hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary for their conduct of the business and operations conducted at the Property as currently conducted by Seller, each of which is in full force and effect, and there except where the failure to obtain, maintain or possess, or the suspension or cancellation of, any of the Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) None of the Company or any Company Subsidiary is in violation of any Laws or Permits applicable to the Company or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is bound, and, to the Knowledge of the Company, no event has occurred no material which would constitute (i) a breach or default under, or would cause a revocation, or termination of any Permits applicable to the Company or any Company Subsidiary or (ii) a violation of any Laws applicable to the Company or any Company Subsidiary, except, in each case, for any such violation, breach, default, revocation or suspension under any such permitstermination which would not, registrationsindividually or in the aggregate, findings of suitability, licenses, variances, exemptions, orders and approvals of any Governmental Entities. (c) The business conducted by Seller at the Property is being conducted in compliance in all material respects with all applicable Laws of any Governmental Entity (including any Gaming Laws)reasonably be expected to have a Material Adverse Effect. Except as set forth disclosed in Section 4.9(c) 4.13 of the Seller Company Disclosure LetterSchedule with respect to tax audits, Seller the Company has not received a written notice of or been charged with any material violation advised of any Laws in connection with the business conducted by Seller at the Property within the past three (3) years. Except as set forth in Section 4.9(c) of the Seller Disclosure Letter, neither Seller nor any of its Affiliates has received a written notice of any pending investigation or review inquiry by any Governmental Entity Authority with respect to Seller the Company or the Property within the past three (3) years, any Company Subsidiary and, to the knowledge of Sellerthe Company, no Governmental Entity has indicated such investigation or inquiry is threatened, in each case, with respect to any intention alleged or claimed violation of Law applicable to conduct the Company or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is bound or affected, except, in each case, for any such investigation or review (other than any routine review inquiry which would not, individually or in the Ordinary Course of Business) within the past three (3) years. Notwithstanding anything contained in this Section 4.9aggregate, the representations contained in this Section 4.9 do not concern intellectual property matters, environmental matters, labor matters, employee benefits or Taxes, all of which are the subject of representations in Sections 4.5, 4.8, 4.10, 4.11 and 4.15, respectivelyreasonably be expected to have a Material Adverse Effect.

Permits; Compliance with Laws. Except as set forth on Schedule 3.09: (a) Section 4.9(a) Each of the Seller Disclosure Letter sets forth a list of Company and its Subsidiaries holds and is in compliance, in all material respects, with all permits, certificates, licenses, approvals, registrations, findings of suitabilityconsents, licensesaccreditations, varianceswaivers, exemptions, certificates of occupancy, orders rights and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary that are material to conduct the business Company and operations at the Property its Subsidiaries taken as currently conducted by Seller a whole (the “Seller Permits”), each ) required by it in connection with the conduct and operation of which is its business and the ownership of its assets under all applicable Laws and Orders. All of the Permits are valid and in full force and effect as and, none of the date Permits are reasonably expected to be terminated as a result of, or in connection with, the consummation of this Agreementthe Transactions. Neither the Company nor its Subsidiaries are in material default under any such Permit and no condition exists that, with the giving of notice or lapse of time or both, would constitute a material default under such Permit, and there is no Proceeding pending or to the knowledge of the Company, threatened, that would result in the termination, revocation, suspension or the imposition of a material restriction on any such Permit or the imposition of any sanction for violation or material fine or penalty of any such Permit. (b) To SellerThe Company and its Subsidiaries are, and have been since April 1, 2013 in compliance, in all material respects, with all applicable Laws and Orders, and with all Company policies with respect to personal data, data privacy, system privacy or security, that are, in each case, material to the Company and its Subsidiaries taken as a whole. Since April 1, 2013 neither the Company nor any of its Subsidiaries has received any written notice of any action, suit, claim, investigation or proceeding against it alleging any failure to comply with any such Laws or Orders, or of any material breaches or violations of the Company’s and its Subsidiaries’ data or systems. No investigation by any Government Body with respect to the Company or any of its Subsidiaries is pending or, to the Company’s knowledge, each of Seller’s directors, officers and employees hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary for their conduct of the business and operations conducted at the Property as currently conducted by Seller, each of which is in full force and effectthreatened, and there since April 1, 2013 neither the Company nor any of its Subsidiaries has occurred no material default, revocation or suspension under received any written notice of any such permitsinvestigation, registrationsexcept, findings of suitabilityin each case, licensesfor any such investigation that, variancesif adversely determined, exemptions, orders would not be material to the Company and approvals of any Governmental Entitiesits Subsidiaries taken as a whole. (c) Neither the Company nor any of its Subsidiaries nor any of their officers nor, any of the, directors, employees or, to the knowledge of the Company, agents acting on behalf of the Company or its Subsidiaries have since April 1, 2013 violated, or are in violation of, in any material respect, any provision of any of the U.S. Foreign Corrupt Practices Act of 1977, the USA Patriot Act of 2001, and the USA Patriot Improvement and Reauthorization Act of 2006, each as amended, or any similar Law in any other jurisdiction in which the Company operates. (d) Since April 1, 2013 neither the Company nor its Subsidiaries has at any time engaged in the sale, purchase, import, export, re-export or transfer of products or services, either directly or indirectly, to or from (i) any Sanctioned Territories, or (ii) any Restricted Parties. Since such time, neither the Company nor its Subsidiaries has been a party to or beneficiary of, or had any interest in, any franchise, license, management or other contract with any Person, either public or private, in the Sanctioned Territories or with any Restricted Parties, or been a party to any investment, deposit, loan, borrowing or credit arrangement or involved in any other financial dealings, directly or indirectly, with any Person, either public or private, in the Sanctioned Territories or who is a Restricted Party. None of the Company, its Subsidiaries, or any present directors, officers, or employees, nor Sellers are Restricted Parties. (e) The business conducted by Seller Company and each of its Subsidiaries, are and have at the Property is being conducted all times been since April 1, 2013 in compliance in all material respects with all applicable Laws concerning the exportation and re-exportation by the Company and its Subsidiaries of its products, technology, technical data, services and related know-how, along with any Governmental Entity (products, technology, technical data, services and related know-how that the Company and its Subsidiaries re-sells, including any Gaming Laws). Except as set forth in Section 4.9(c) those administered by, without limitation, the United States Department of Commerce, including the Export Administration Regulations, the United States Department of the Seller Disclosure LetterTreasury and the United States Department of State. The Company and its Subsidiaries are and have been in material compliance with all applicable Laws administered by the Bureau of Customs and Border Protection in the United States Department of Homeland Security. The Company and its Subsidiaries, Seller has not received a written notice are and have been since January 1, 2015, in compliance in all material respects with United States and international economic and trade sanctions, including those administered by the Office of or been charged with any material violation of any Laws in connection with the business conducted by Seller at the Property Foreign Assets Control within the past three (3) years. Except as set forth in Section 4.9(c) United States Department of the Seller Disclosure Letter, neither Seller nor any of its Affiliates has received a written notice of any investigation or review by any Governmental Entity with respect to Seller or the Property within the past three (3) years, and, to the knowledge of Seller, no Governmental Entity has indicated any intention to conduct any such investigation or review (other than any routine review in the Ordinary Course of Business) within the past three (3) years. Notwithstanding anything contained in this Section 4.9, the representations contained in this Section 4.9 do not concern intellectual property matters, environmental matters, labor matters, employee benefits or Taxes, all of which are the subject of representations in Sections 4.5, 4.8, 4.10, 4.11 and 4.15, respectivelyTreasury.

Permits; Compliance with Laws. (a) Section 4.9(a) Seller and, to Seller’s knowledge, each of the Seller Disclosure Letter sets forth a list of its directors, officers, Persons performing management functions similar to officers hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including all authorizations under Gaming Laws) ), necessary to conduct the business and operations conducted at the Property as currently conducted by Seller (the “Seller Permits”)Property, each of which is in full force and effect as in all material respects (the “Seller Permits”) and, to Seller’s knowledge, no event has occurred which permits, or upon the giving of the date notice or passage of this Agreement. (b) To time or both, would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Seller Permit that currently is in effect. Seller, and to Seller’s knowledge, each of Seller’s its directors, officers officers, key employees and employees hold all material permitsPersons performing management functions similar to officers, registrationsin each case whose position is related to the Property, findings of suitability, licenses, variances, exemptions, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary for their conduct of the business and operations conducted at the Property as currently conducted by Seller, each of which is in full force and effect, and there has occurred no material default, revocation or suspension under any such permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of any Governmental Entities. (c) The business conducted by Seller at the Property is being conducted are in compliance in all material respects with all applicable Laws of any Governmental Entity (including any Gaming Laws). Except as set forth in Section 4.9(c) the terms of the Seller Disclosure LetterPermits. To Seller’s knowledge, Seller has not received a written notice of or been charged with any material violation of any Laws in connection with the business businesses conducted by Seller at the Property within the past three are not being conducted in material violation of any applicable Law of any Governmental Entity (3) yearsincluding, without limitation, any Gaming Laws). Except as set forth in Section 4.9(c) of the Seller Disclosure Letter, neither Seller nor any of its Affiliates has not received a written notice of any material investigation or review by any Governmental Entity with respect to Seller or the Property within the past three (3) yearsthat is pending, and, to the knowledge of the Seller, no material investigation or review is threatened, nor has any Governmental Entity has indicated any intention to conduct the same. (b) Neither Seller nor, to Seller’s knowledge, any such investigation of its directors, officers, key employees or review (other than Persons performing management functions similar to officers, in each case whose position is related to the Property, has received any routine review written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the Ordinary Course of Business) within the past three (3) yearsyears under, or relating to any violation or possible violation of any Gaming Laws related to actions or inactions at the Property which did or would be reasonably likely to result in fines or penalties of $50,000 or more. Notwithstanding anything contained To Seller’s knowledge, there are no facts, which if known to the Gaming Authorities will or would be reasonably likely to result in this Section 4.9the revocation, the representations contained in this Section 4.9 do not concern intellectual property matters, environmental matters, labor matters, employee benefits limitation or Taxes, all suspension of which are the subject of representations in Sections 4.5, 4.8, 4.10, 4.11 and 4.15, respectivelyany Gaming Approval.

Permits; Compliance with Laws. (a) Section 4.9(a) Each of the Seller Disclosure Letter sets forth a list of Company and its Subsidiaries has all material permitsauthorizations, registrationsapprovals, findings of suitabilityorders, consents, licenses, variancescertificates, exemptionspermits, certificates of occupancy, orders registrations and approvals of all qualifications from each Governmental Entities (including authorizations under Gaming Laws) Entity necessary to permit the ownership of property and the conduct the of business and operations at the Property as currently presently conducted by Seller the Company and each of its Subsidiaries, as applicable, except where the failure to obtain or maintain such an authorization, approval, order, consent, license, certificate, permit, registration or qualification would not reasonably be expected to have a Company Material Adverse Effect (collectively, the “Seller Permits”), each of which is in full force and effect as of the date of this Agreement. (b) To Seller’s knowledgeExcept (x) as set forth on Schedule 3.11(b) and (y) for matters which would not reasonably be expected to have a Company Material Adverse Effect: (i) Each of the Company and its Subsidiaries is in compliance with all statutes, each of Seller’s directorsordinances, officers orders, laws, rules and employees hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of all regulations promulgated by any Governmental Entities (including authorizations under Gaming Laws) necessary for their Entity which apply to the conduct of the business and operations conducted at the Property as currently presently conducted by Seller, the Company and each of which its Subsidiaries, as applicable; and (ii) None of the Company or any of its Subsidiaries, is in full force and effectsubject to any judgment, and there has occurred no material defaultconsent decree, revocation or suspension under administrative order with respect to any such permitsaspect of its business, registrationsaffairs, findings properties or assets, nor, as of suitabilitythe date hereof, licenses, variances, exemptions, orders and approvals received any notice of the institution against the Company or any of its Subsidiaries or of any civil, criminal or administrative Action from any Governmental EntitiesEntity, with respect to any aspect of the business, affairs, properties or assets of the Company or any of its Subsidiaries. (c) The business conducted by Seller at Without limiting the Property is being conducted in compliance in all material respects with all applicable Laws of any Governmental Entity (including any Gaming Laws). Except as set forth in Section 4.9(c) generality of the Seller Disclosure Letterforegoing, Seller has not received a written notice of or been charged with any material violation of any Laws in connection with the business conducted by Seller at the Property within the past three (3) years. Except as set forth in Section 4.9(c) none of the Seller Disclosure LetterCompany, neither Seller nor any of its Affiliates has received a written notice of any investigation Subsidiaries, or review by any Governmental Entity with respect to Seller or the Property within the past three (3) years, and, to the knowledge Company’s knowledge, any director, employee, officer or agent of Sellerthe Company or any of its Subsidiaries has: (i) used any funds for any unlawful contributions, no Governmental Entity gifts, entertainment or other unlawful payments relating to political activity; or (ii) made any unlawful payment to any governmental official or employee or any political party or campaign or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended. (d) The Company’s board of directors has indicated not authorized or directed any intention to internal investigation that is currently being conducted by the Company or any of its Subsidiaries or any third party at the request of the Company or any of its Subsidiaries concerning any material illegal activity, fraudulent or deceptive conduct any such investigation or review (other than any routine review in the Ordinary Course of Business) within the past three (3) years. Notwithstanding anything contained in this Section 4.9, the representations contained in this Section 4.9 do not concern intellectual property matters, environmental matters, labor matters, employee benefits misfeasance or Taxes, all of which are the subject of representations in Sections 4.5, 4.8, 4.10, 4.11 and 4.15, respectivelymalfeasance issues.

Permits; Compliance with Laws. (a) Section 4.9(a) The Company and, to Seller’s knowledge, each of the Seller Disclosure Letter sets forth a list of Company’s senior officers and key employees holds all material permits, registrations, findings of suitability, licenses, temporary licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including all authorizations under Gaming Laws) ), necessary to conduct (and in the case of senior officers and key employees, necessary to permit such Persons to participate in) the business and operations at the Property as currently conducted by Seller (at the “Seller Permits”)Property, each of which is in full force and effect in all material respects (the “Company Permits”) and, to Seller’s knowledge, no event has occurred which permits, or upon the giving of notice or passage of time or both, would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Company Permit that currently is in effect. Except as set forth in Section 4.12(a)(1) of the date of this Agreement. (b) To Seller Disclosure Letter, the Company and, to Seller’s knowledge, each of Sellerthe Company’s directorsofficers, officers and employees hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary for their conduct of the business and operations conducted at the Property as currently conducted by Seller, each of which is in full force and effectPersons performing management functions similar to officers, and there has occurred no material default, revocation or suspension under any such permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of any Governmental Entities. (c) The business conducted by Seller at the Property is being conducted other key employees are in compliance in all material respects with all the terms of the Company Permits, including, without limitation, each of the conditions that are applicable Laws and binding on the Company contained in the Gaming License. Except as set forth in Section 4.12(a)(1) of the Seller Disclosure Letter, to Seller’s knowledge, the businesses conducted by the Company are not being conducted in violation of any applicable Law of any Governmental Entity (including any Gaming Laws). Except as set forth in Section 4.9(c4.12(a)(2) of the Seller Disclosure Letter, Seller the Company has not received a written notice of or been charged with any material violation of any Laws in connection with the business conducted by Seller at the Property within the past three (3) years. Except as set forth in Section 4.9(c) of the Seller Disclosure Letter, neither Seller nor any of its Affiliates has received a written notice of any investigation or review by any Governmental Entity with respect to Seller the Company or the Property within the past three (3) years, andthat is pending, to the knowledge of SellerSeller no such investigation or review is threatened, no nor to the knowledge of Seller has any Governmental Entity has indicated any intention to conduct any the same. To Seller’s knowledge, each such investigation or review (other than any routine review Company Permit can be renewed in the Ordinary Course ordinary course of Business) within business by the past three (3) yearsCompany and any applications for the renewal of such Company Permits which are due prior to the Closing Date will be timely made or filed by the Company prior to the Closing Date. Notwithstanding anything contained in this Section 4.94.12(a), the representations contained in this Section 4.9 4.12(a) do not concern intellectual property matters, environmental matters, labor matters, employee benefits or Taxes, all of which are the subject of the representations in Sections 4.54.11, 4.8, 4.10, 4.11 4.14 and 4.154.16, respectively. (b) Neither the Company nor, to Seller’s knowledge, any of the Company’s officers, key employees or Persons performing management functions similar to officers has received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the past two (2) years under, or relating to any violation of, any Gaming Laws related to actions or inactions at the Property which did, or would be reasonably expected to, result in fines or penalties of $50,000 or more (individually or when considered together with one or more other demands, notices, complaints, court orders, administrative orders or violations arising out a similar or related fact pattern, act or omission). To the knowledge of Seller, there are no facts, which if known to the regulators under the Gaming Laws, will or would reasonably be expected to give rise to any inquiry or investigation, or result in any revocation, limitation or suspension of any Company Permit, under any Gaming Laws. Neither the Company nor any senior officer or key employee of the Company has suffered a suspension or revocation of any Company Permit held under the Gaming Laws. (c) A true and complete copy of the Gaming License issued to the Company by the Louisiana Riverboat Gaming Commission to conduct gaming operations in the State of Louisiana was previously delivered to Buyer and is attached hereto as Exhibit B.

Permits; Compliance with Laws. (a) Section 4.9(a) of Except for such matters as would not interfere in any material respect with the Seller Disclosure Letter sets forth a list of all material permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary to conduct the business and operations at the Property as currently conducted by Seller (the “Seller Permits”), each of which is in full force and effect as of the date of this Agreement. (b) To Seller’s knowledge, each of Seller’s directors, officers and employees hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary for their conduct of the business of the Companies and operations conducted at their respective Subsidiaries, (i) the Property as currently conducted Companies and their Subsidiaries hold all licenses, franchises, permits and authorization issued by Selleror obtained from a Governmental Body necessary for the lawful conduct of their respective businesses (each, each of which is a “Permit”), (ii) all Permits are in full force and effect, (iii) no Permit will become null or void, or subject to annulment, cancellation or other termination rights in consequence of, or on or in connection with the Closing of the Transaction, (iv) the Companies and there has occurred no material defaulttheir Subsidiaries and their properties and assets are, revocation or suspension under any such permitsand at all times since January 1, registrations2015 have been, findings of suitability, licenses, variances, exemptions, orders and approvals of any Governmental Entities. (c) The business conducted by Seller at the Property is being conducted in compliance in all material respects with all applicable Laws of any Governmental Entity Laws, including Export/Import Control Laws, and (including any Gaming Laws). Except as set forth in Section 4.9(cv) none of the Seller Disclosure LetterCompanies or their Subsidiaries has, Seller has not since January 1, 2015, received a any written notice of or been charged with alleging any material violation of under any Laws in connection with the business conducted by Seller at the Property within the past three applicable Law. (3a) years. Except as set forth in Section 4.9(c) Since January 1, 2015, none of the Seller Disclosure LetterCompanies, neither Seller nor their Subsidiaries or any of its Affiliates has received a written notice of any investigation or review by any Governmental Entity with respect to Seller or the Property within the past three (3) yearstheir directors, andofficers, agents, distributors, employees or, to the knowledge Knowledge of Sellerthe Companies, no Governmental Entity any other Person associated with the Companies or their Subsidiaries or acting on their behalf has indicated been in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any intention rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to conduct the Companies or their Subsidiaries in any such investigation or review jurisdiction. (other than any routine review in the Ordinary Course of Businessb) within the past three (3) years. Notwithstanding anything contained in this Section 4.9, the representations contained in this Section 4.9 The Companies and their Subsidiaries do not concern intellectual property mattershave, environmental mattersand to the Knowledge of the Companies, labor mattershave never had any Contracts or other business dealings with any Person with whom the Companies or their Subsidiaries were, employee benefits at the time of such Contract or Taxesbusiness dealings, all restricted from doing business with under the regulations of which are the subject Office of representations in Sections 4.5, 4.8, 4.10, 4.11 and 4.15, respectivelyForeign Asset Control of the Department of Treasury of the United States of America.

Permits; Compliance with Laws. (a) Section 4.9(aThe Company is, and has at all times in the past three (3) years been, in compliance in all material respects with (i) all Laws that are applicable to the Company or to the conduct of the Seller Disclosure Letter sets forth a list of Company’s business or operations and (ii) all material permits, Permits. The Company possesses all registrations, findings of suitability, licenses, variancesclearances, approvals, franchises, certificates, exemptions, certificates of occupancyauthorizations, orders consents and approvals of permits issued by, and have made all declarations and filings with, the appropriate Governmental Entities (including authorizations Authorities or regulatory agencies as may be necessary under Gaming Laws) necessary applicable Laws to own its properties, develop and commercialize the Company Products and otherwise conduct the its business and operations at the Property as currently conducted by Seller (collectively, the “Seller Permits”). Except as would not reasonably be expected to be material to the Company, each of which is in full force and effect as of the date hereof, the Company has not received any written notice or other written communication regarding any actual or possible violation of this Agreementor failure to comply with any Permit or any Law applicable to the Company or to the conduct of the Company’s business or operations. (b) To Seller’s knowledge, each of Seller’s directors, officers and employees hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals Copies of all Governmental Entities (including authorizations under Gaming Laws) necessary for their conduct Permits have been made available to Buyer. All such Permits have been validly issued or obtained, are, and after the consummation of the business and operations conducted at the Property as currently conducted transactions contemplated by Sellerthis Agreement will be, each of which is in full force and effect, and there has occurred no material default, revocation or suspension under any such permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of any Governmental Entities. (c) The business conducted by Seller at the Property is being conducted in compliance in all material respects with all applicable Laws of any Governmental Entity (including any Gaming Laws). Except as set forth in Section 4.9(c) of the Seller Disclosure Letter, Seller has not received a written notice of or been charged with any material violation of any Laws in connection with the business conducted by Seller at the Property within the past three (3) years. Except as set forth in Section 4.9(c) of the Seller Disclosure Letter, neither Seller nor any of its Affiliates has received a written notice of any investigation or review by any Governmental Entity with respect to Seller or the Property within the past three (3) years, and, to the knowledge of Sellerthe Company, no Governmental Entity event has indicated any intention occurred which allows, or after notice or lapse of time would reasonably be expected to conduct allow, revocation, termination or material impairment of any such investigation Permit. All applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for or review (other than submitted in connection with any routine review in and all requests for a Permit, when submitted to the Ordinary Course applicable Governmental Authority were true, complete and correct as of Business) within the past three (3) years. Notwithstanding anything contained in this Section 4.9date of submission, the representations contained in this Section 4.9 do not concern intellectual property mattersand/or any required updates, environmental matterschanges, labor matterscorrections or modifications to such applications, employee benefits notifications, submissions, information, claims, reports and/or statistics have been submitted to such Governmental Authority or Taxes, all of which are the subject of representations in Sections 4.5, 4.8, 4.10, 4.11 and 4.15, respectivelyregulatory agencies.