Common use of Permits; Compliance with Laws Clause in Contracts

Permits; Compliance with Laws. The Seller holds all permits, licenses and approvals of all Governmental Entities (including all authorizations under Gaming Laws, Liquor Laws, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard) (collectively “Permits”), necessary to conduct the Casino Business in the manner in which it is currently conducted, except for such Permits, the failure of which to hold, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of which Permit is in full force and effect in all material respects, and, to the Seller’s Knowledge and except as set forth on Schedule 5.15, no event has occurred that 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 Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect. To the Seller’s Knowledge and except as set forth on Schedule 5.15, the Seller is in compliance with the terms of the Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. To the Seller’s Knowledge, and except as set forth in Schedule 5.15, the businesses conducted by the Seller are not being conducted in violation of any applicable Law of any Governmental Entity (including any Gaming Laws), except for possible violations which, individually or in the aggregate, do not and would not be reasonably likely to have a Material Adverse Effect. To the Seller’s knowledge and except as set forth on Schedule 5.15, the Seller has not received a notice of any investigation or review by any Governmental Entity with respect to the Seller or the Casino Business that is pending, and, to the Knowledge of the Seller, no investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

Permits; Compliance with Laws. The Seller holds all permits(a) Except as would not, licenses and approvals of all Governmental Entities (including all authorizations under Gaming Laws, Liquor Laws, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard) (collectively “Permits”), necessary to conduct the Casino Business in the manner in which it is currently conducted, except for such Permits, the failure of which to hold, or would not reasonably be expected to haveto, individually or in the aggregate, have a Company Material Adverse Effect, (i) each of which Permit the Company and each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each such entity to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), (ii) all such Company Permits are in full force and effect in all material respectseffect, and(iii) no default or violation has occurred under any such Company Permit and no notice of a default or violation has been received from any Governmental Authority and (iv) neither the Company nor any Company Subsidiary has received any written, or to the Seller’s Knowledge knowledge of the Company, other notification from any Governmental Authority threatening to revoke, suspend or cancel any such Company Permit. (b) Each of the Company and except as set forth on Schedule 5.15each Company Subsidiary is, no event and at all times since July 1, 2004, has occurred that permitsbeen, or upon the giving of notice or passage of time or both, would permit revocation, non-renewal, modification, suspension, limitation or termination of any Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect. To the Seller’s Knowledge and except as set forth on Schedule 5.15, the Seller is in compliance with all Company Permits and all Laws applicable to such entity or by which any property or asset of such entity is bound or affected, and has not received any written, or to the terms knowledge of the PermitsCompany, other notice of any violation of any such Law, except for such failures to comply which as would not, or would not reasonably be expected to, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. (c) The Company and the Company Subsidiaries are in compliance with all statutory and regulatory requirements under the Arms Export Control Act (22 U.S.C. 2778), the International Traffic in Arms Regulations (22 C.F.R. ss. To 120 et seq.), the Seller’s KnowledgeExport Administration Regulations (15 C.F.R. ss. 730 et seq.) and associated executive orders, and except as set forth in Schedule 5.15the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, the businesses conducted by the Seller are not being conducted in violation of any applicable Law of any Governmental Entity (including any Gaming “Export Control Laws”), except for possible violations whichany failure to be in compliance that would not, or would not reasonably be expected to, individually or in the aggregate, do not and would not be reasonably likely to have a Company Material Adverse Effect. To Neither the Seller’s knowledge and except as set forth on Schedule 5.15, Company nor any of the Seller Company Subsidiaries has not received a notice of any investigation or review by any Governmental Entity with respect to the Seller or the Casino Business that is pending, andwritten or, to the Knowledge knowledge of the Seller, no investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the sameCompany, other than those communication since July 1, 2002 that alleges that the outcome of which Company or a Company Subsidiary is not, or may not be, in compliance with, or has, or may have, any Liability under, the Export Control Laws, except for any actual or possible failure to be in compliance or Liability that would not, or would not reasonably be expected to, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. (d) Neither the Company, nor any Company Subsidiaries, nor any of their Affiliates or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended, or any other similar applicable foreign, Federal or state law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign laws and regulations, except in the case of clauses (i), (ii) or (iii) above, would not, or would not reasonably be expected to, individually or in the aggregate have a Company Material Adverse Effect. (e) The Company has made all certifications and statements required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Company’s filings pursuant to the Exchange Act. The Company has established and maintains disclosure controls and procedures (as defined in Rule 1315 under the Exchange Act) as required by Rule 1315 of the Exchange Act. (f) The Company has designed a system of internal accounting control sufficient to comply, in all material respects, with all legal and accounting requirements applicable to the Company. The Company and the Company Subsidiaries have disclosed, based on their most recent evaluation of internal controls, to the Company’s and Company Subsidiaries’ outside auditors and the audit committee of the board of directors of the Company and Company Subsidiaries (A) all significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 1315(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s and Company Subsidiaries’ ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or the Company Subsidiaries’ internal controls over financial reporting. Since July 1, 2004, the Company has not received written or, to the knowledge of the Company, other complaints, allegations, assertions or claims regarding the accounting practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any such complaints, allegations, assertions or claims that the Company has engaged in questionable accounting or auditing practices.

Permits; Compliance with Laws. (a) The Seller holds Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, licenses registrations, listings, certificates, variances, exemptions, approvals, orders, registrations and approvals clearances of all any Governmental Entities Entity (including all authorizations under Gaming Lawseach, Liquor Lawsa “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard) (collectively “Company Permits”), necessary to conduct the Casino Business and all such Company Permits are in the manner in which it is currently conductedfull force and effect, except for such Permits, where the failure of which to holdpossess, would not reasonably or the failure to be expected to have, individually or in the aggregate, a Material Adverse Effect, each of which Permit is in full force and effect in all material respectsof, and, to the Seller’s Knowledge and except as set forth on Schedule 5.15, no event has occurred that 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 Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect. To the Seller’s Knowledge and except as set forth on Schedule 5.15, the Seller is in compliance with the terms of the Permits, except for such failures to comply which Company Permits would not, individually or in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse Effect. To the Seller’s Knowledge. (b) Since September 30, and except as set forth in Schedule 5.152014, the Company and each of the Company Subsidiaries have been in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses conducted by the Seller are not being conducted in violation of any applicable Law of any Governmental Entity (including any Gaming Laws)and activities, except for possible violations whichsuch non-compliance that would not, individually or in the aggregate, do not and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. To the Seller’s knowledge and except as set forth on Schedule 5.15of the Company, the Seller has not received a notice of any no investigation or review by any Governmental Entity with respect to the Seller Company or the Casino Business that any Company Subsidiary is pending, and, to the Knowledge of the Seller, no investigation pending or review is threatened, nor has any Governmental Entity indicated any intention to conduct except for such investigations the same, other than those the outcome outcomes of which would not, individually or in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse Effect. (c) Since September 30, 2014, to the knowledge of the Company, neither the Company nor any Company Subsidiaries has received any notice or other material communication from the United States Food and Drug Administration (“FDA”), or any other Governmental Entity having jurisdiction over the Company or any Company Subsidiary, in each case, alleging a violation of any Laws applicable to the design, development, testing, manufacture, packaging, handling, distribution, marketing or sale of its products or services, including any failure to maintain systems and programs adequate to ensure compliance with any Laws related to product quality, including the FDA’s current good manufacturing practice requirements for medical devices, as set forth in the Quality System Regulation at 21 C.F.R. Part 820, except where such violation would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since September 30, 2014, the Company and each of the Company Subsidiaries has made each required filing with the FDA or Governmental Entity having jurisdiction over the manufacture, sale or distribution of Company products, and each such filing is valid and in full force and effect, except where the failure to have made such a filing, or to maintain such filing as valid and in full force and effect, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) Neither the Company nor any Company Subsidiary, is debarred, or to the knowledge of the Company, is under threat of debarment, under the Federal Food, Drug, and Cosmetic Act or other Laws enforced by any Government Entity, or use in any capacity the services of any person or entity so debarred, except where such debarment (or threat thereof) would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is excluded, or, to the knowledge of the Company, is under threat of exclusion, from participation in healthcare programs by the Office of Inspector General of the U.S. Department Health and Human Services or a similar agency or official, or use in any capacity the services of any person or entity who has been so excluded, except where such exclusion (or threat thereof) would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (e) The Company and each of the Company Subsidiaries, and their respective officers, directors, and employees and, to the knowledge of the Company, their respective agents and third-party representatives are, and since September 30, 2014 have been, in compliance in all respects with all Sanctions Laws and Ex-Im Laws, except as would not, individually or in the aggregate, reasonably be expected to adversely affect in any material respect the Company and the Company Subsidiaries (taken together as a whole). (f) Neither the Company nor any Company Subsidiary, nor any of their respective officers, directors or employees, nor, to the knowledge of the Company, any of their respective agents or third-party representatives (i) has made, authorized, solicited or received any bribe, unlawful rebate, payoff, influence payment, or kickback, (ii) has established or maintained, or is maintaining, any unlawful fund of corporate monies or properties, (iii) has used or is using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other unlawful expenses, (iv) has violated or is violating in any respect the Anti-Corruption Laws, (v) has, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any governmental official (within the meaning of the FCPA) or any other person in order to obtain an improper advantage, induce the recipient to violate a lawful duty, or for any other improper purpose, except as would not, individually or in the aggregate, reasonably be expected to adversely affect in any material respect the Company and the Company Subsidiaries (taken together as a whole). (g) Since September 30, 2014, neither the Company nor any Company Subsidiary is, or has been, the subject of any Proceedings by any Governmental Entity regarding any violation or alleged violation under any Anti-Corruption Laws, Sanctions Laws, or Ex-Im Laws, and, to the knowledge of the Company, no such investigation, inquiry or Proceedings are pending or have been threatened, except as would not, individually or in the aggregate, reasonably be expected to adversely affect in any material respect the Company and the Company Subsidiaries (taken together as a whole). (h) This Section 3.05 does not relate to employee benefit matters, which are the subject of Section 3.12; Tax matters, which are the subject of Section 3.14; Environmental Permits and compliance with Environmental Laws, which are the subject of Section 3.16; or intellectual property matters, which are the subject of Section 3.17.

Permits; Compliance with Laws. (i) The Seller holds Company, its Subsidiaries or the management companies for the Company Properties own and/or possess all franchises, grants, easements, consents, certifications, clearances, permits, licenses (including liquor licenses), variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Entities necessary for it to own, lease and operate the Company Properties and assets and to carry on its business as it is now being conducted (including all authorizations under Gaming Laws, Liquor Laws, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard) (collectively “Permits”), necessary to conduct the Casino Business in the manner in which it is currently conducted, except for such Permits, where the failure of which to hold, have such Permits would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company, each of which Permit is in full force and effect in all material respects, its Subsidiaries and, to the Seller’s Knowledge and except as set forth on Schedule 5.15, no event has occurred that permits, or upon of the giving of notice or passage of time or both, would permit revocation, non-renewal, modification, suspension, limitation or termination of any Permit that currently is in effectCompany, the loss of whichmanagement companies referred to above is, either individually or in the aggregateand since January 1, would be reasonably likely to have a Material Adverse Effect. To the Seller’s Knowledge and except as set forth on Schedule 5.152009, the Seller is has been, in compliance in all material respects with the terms of the Permits. All such Permits are in full force and effect. None of the Company or any of its Subsidiaries has received notice that any suspension, modification or revocation of any of the Permits is pending or, to the Knowledge of the Company, threatened nor, to the Knowledge of the Company, do grounds exist for any such action except for such suspensions, modifications or revocations as would not have a Company Material Adverse Effect. (ii) Except as disclosed in the Company SEC Documents filed at least two Business Days prior to the date of this Agreement, neither the Company nor any of the Company’s Subsidiaries has violated or failed to comply with any Permit or any Applicable Law of any Governmental Entity applicable to its business, properties or operations, except for such violations and failures to comply which that would not, individually or in the aggregate, reasonably be reasonably likely expected to have result in a Company Material Adverse Effect. To the Seller’s Knowledge, and except . (iii) Except as set forth in Schedule 5.15, the businesses conducted by the Seller are not being conducted in violation of any applicable Law of any Governmental Entity (including any Gaming Laws), except for possible violations which, individually or in the aggregate, do not and would not be reasonably likely to have a Material Adverse Effect. To the Seller’s knowledge and except as set forth on Schedule 5.15, the Seller has not received a notice of any investigation or review by any Governmental Entity with respect to the Seller or the Casino Business that is pending, and, to the Knowledge of the Seller, no investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor any director, officer, agent or employee of the Company or any of its Subsidiaries, has (A) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (B) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, or (C) taken any action, directly or indirectly, that would constitute a violation in any material respect by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA.

Permits; Compliance with Laws. The Seller holds Company is in possession of (i) all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, licenses easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of all any Governmental Entities (including all authorizations under Gaming Laws, Liquor Laws, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard) Entity (collectively “Permits”)) necessary for the Company to own, necessary lease and operate its properties or to conduct produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements from all Governmental Entities having jurisdiction over such facility or facilities that are required to operate the Casino Business facility or facilities in the manner in which it or they are currently operated (collectively, the “Company Permits”), and no suspension or cancellation of any of the Company Permits is currently conductedpending or, to the Knowledge of the Company, threatened. The Company is not in conflict with, or in default or violation of, except for such Permits, the failure of which to hold, as would not reasonably be expected to havegive rise, individually or in the aggregate, to a Company Material Adverse Effect, each of which Permit is in full force and effect in all material respects, and, (i) any Law applicable to the Seller’s Knowledge and except as set forth on Schedule 5.15, no event has occurred that permits, Company or upon the giving of notice by which any property or passage of time or both, would permit revocation, non-renewal, modification, suspension, limitation or termination of any Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect. To the Seller’s Knowledge and except as set forth on Schedule 5.15, the Seller is in compliance with the terms asset of the Company is bound or affected or (ii) any Company Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. To the Seller’s Knowledge, and except as set forth in Schedule 5.15, the businesses conducted by the Seller are not being conducted in violation of any applicable Law of any Governmental Entity (including any Gaming Laws), except for possible violations which, individually or in the aggregate, do not and would not be reasonably likely to have a Material Adverse Effect. To the Seller’s knowledge and except as set forth on Schedule 5.15, the Seller The Company has not received a notice from any regulatory authority that enforces the statutory or regulatory provisions of any investigation pending or review by any Governmental Entity with respect to the Seller threatened investigations or the Casino Business that is pendingsurveys, andand no such investigations or surveys are pending or, to the Knowledge of the SellerCompany, threatened or imminent. There are no investigation actions, proceedings, investigations or review is threatenedsurveys pending or, nor to the Knowledge of the Company, threatened against the Company that could reasonably be expected to result in (i) the loss or revocation of a Company Permit or (ii) the suspension or cancellation of any other Company Permit. Except as set forth in Section 4.06 of the Company Disclosure Schedule, the Company has not received from any Governmental Entity indicated any intention notification with respect to conduct the samepossible conflicts, other than those the outcome defaults or violations of which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse EffectLaws.

Permits; Compliance with Laws. The Seller holds all permits(a) Except as would not, licenses and approvals of all Governmental Entities (including all authorizations under Gaming Laws, Liquor Laws, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard) (collectively “Permits”), necessary to conduct the Casino Business in the manner in which it is currently conducted, except for such Permits, the failure of which to hold, or would not reasonably be expected to haveto, individually or in the aggregate, have a Company Material Adverse Effect, (i) each of which Permit the Company and each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each such entity to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), (ii) all such Company Permits are in full force and effect in all material respectseffect, and(iii) no default or violation has occurred under any such Company Permit and no notice of a default or violation has been received from any Governmental Authority and (iv) neither the Company nor any Company Subsidiary has received any written, or to the Seller’s Knowledge knowledge of the Company, other notification from any Governmental Authority threatening to revoke, suspend or cancel any such Company Permit. (b) Each of the Company and except as set forth on Schedule 5.15each Company Subsidiary is, no event and at all times since July 1, 2004, has occurred that permitsbeen, or upon the giving of notice or passage of time or both, would permit revocation, non-renewal, modification, suspension, limitation or termination of any Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect. To the Seller’s Knowledge and except as set forth on Schedule 5.15, the Seller is in compliance with all Company Permits and all Laws applicable to such entity or by which any property or asset of such entity is bound or affected, and has not received any written, or to the terms knowledge of the PermitsCompany, other notice of any violation of any such Law, except for such failures to comply which as would not, or would not reasonably be expected to, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. (c) The Company and the Company Subsidiaries are in compliance with all statutory and regulatory requirements under the Arms Export Control Act (22 U.S.C. 2778), the International Traffic in Arms Regulations (22 C.F.R. ss. To 120 et seq.), the Seller’s KnowledgeExport Administration Regulations (15 C.F.R. ss. 730 et seq.) and associated executive orders, and except as set forth in Schedule 5.15the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, the businesses conducted by the Seller are not being conducted in violation of any applicable Law of any Governmental Entity (including any Gaming “Export Control Laws”), except for possible violations whichany failure to be in compliance that would not, or would not reasonably be expected to, individually or in the aggregate, do not and would not be reasonably likely to have a Company Material Adverse Effect. To Neither the Seller’s knowledge and except as set forth on Schedule 5.15, Company nor any of the Seller Company Subsidiaries has not received a notice of any investigation or review by any Governmental Entity with respect to the Seller or the Casino Business that is pending, andwritten or, to the Knowledge knowledge of the Seller, no investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the sameCompany, other than those communication since July 1, 2002 that alleges that the outcome of which Company or a Company Subsidiary is not, or may not be, in compliance with, or has, or may have, any Liability under, the Export Control Laws, except for any actual or possible failure to be in compliance or Liability that would not, or would not reasonably be expected to, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. (d) Neither the Company, nor any Company Subsidiaries, nor any of their Affiliates or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended, or any other similar applicable foreign, Federal or state law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign laws and regulations, except in the case of clauses (i), (ii) or (iii) above, would not, or would not reasonably be expected to, individually or in the aggregate have a Company Material Adverse Effect. (e) The Company has made all certifications and statements required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Company’s filings pursuant to the Exchange Act. The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 of the Exchange Act. (f) The Company has designed a system of internal accounting control sufficient to comply, in all material respects, with all legal and accounting requirements applicable to the Company. The Company and the Company Subsidiaries have disclosed, based on their most recent evaluation of internal controls, to the Company’s and Company Subsidiaries’ outside auditors and the audit committee of the board of directors of the Company and Company Subsidiaries (A) all significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s and Company Subsidiaries’ ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or the Company Subsidiaries’ internal controls over financial reporting. Since July 1, 2004, the Company has not received written or, to the knowledge of the Company, other complaints, allegations, assertions or claims regarding the accounting practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any such complaints, allegations, assertions or claims that the Company has engaged in questionable accounting or auditing practices.

Permits; Compliance with Laws. (a) The Seller holds Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, licenses certificates, franchises, variances, exemptions, approvals, orders, registrations and approvals clearances of all any Governmental Entities Entity (including all authorizations under Gaming Lawseach, Liquor Lawsa “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard) (collectively “Company Permits”), necessary to conduct the Casino Business and all such Company Permits are in the manner in which it is currently conductedfull force and effect, except for such Permits, where the failure of which to holdpossess, would not reasonably or the failure to be expected to have, individually or in the aggregate, a Material Adverse Effect, each of which Permit is in full force and effect in all material respectsof, and, to the Seller’s Knowledge and except as set forth on Schedule 5.15, no event has occurred that 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 Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect. To the Seller’s Knowledge and except as set forth on Schedule 5.15, the Seller is in compliance with the terms of the Permits, except for such failures to comply which Company Permits would not, individually or in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse Effect. To the Seller’s Knowledge. (b) Since October 4, and except as set forth in Schedule 5.152011, the businesses conducted by Company and each of the Seller are not being conducted Company Subsidiaries has been in violation of any compliance with all Permits and Laws applicable Law of any Governmental Entity (including any Gaming Laws)to the Company, the Company Subsidiaries and their respective businesses, activities, properties and assets, except for possible violations whichsuch non-compliance that has not had, and would not, individually or in the aggregate, do not and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. To the Seller’s knowledge and except as set forth on Schedule 5.15of the Company, the Seller has not received a notice of any no investigation or review by any Governmental Entity with respect to the Seller Company or the Casino Business that any Company Subsidiary is pending, and, to the Knowledge of the Seller, no investigation or review is threatened, nor has any Governmental Entity indicated to the Company or any Company Subsidiary an intention to conduct any such investigation, except for such investigations the same, other than those the outcome outcomes of which would not, individually or in the aggregate, reasonably be reasonably likely expected to (x) have a Company Material Adverse EffectEffect or (y) prevent, materially impede or materially delay the ability of the Company to consummate the Transactions.

Permits; Compliance with Laws. (a) The Seller holds Company and its Subsidiaries are in possession of all material licenses, permits, licenses approvals, registrations, franchises, grants, easements, variances, exceptions, Consents and approvals of all Governmental Entities certificates necessary for the Company and its Subsidiaries to own, lease or operate their properties and assets and to carry on their business as it is now being conducted (including all authorizations under Gaming Laws, Liquor Laws, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard) (collectively “Company Permits”), necessary to conduct the Casino Business in the manner in which it is currently conducted, except for such Permits, the failure of which to hold, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of which Permit is and all Company Permits are in full force and effect in all material respects, and, to the Seller’s Knowledge and except as set forth on Schedule 5.15, no event has occurred that permits, suspension or upon the giving of notice or passage of time or both, would permit revocation, non-renewal, modification, suspension, limitation or termination cancellation of any Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect. To the Seller’s Knowledge and except as set forth on Schedule 5.15, the Seller is in compliance with the terms of the Permits, except for such failures to comply which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. To the Seller’s Knowledge, and except as set forth in Schedule 5.15, the businesses conducted by the Seller are not being conducted in violation of any applicable Law of any Governmental Entity (including any Gaming Laws), except for possible violations which, individually or in the aggregate, do not and would not be reasonably likely to have a Material Adverse Effect. To the Seller’s knowledge and except as set forth on Schedule 5.15, the Seller has not received a notice of any investigation or review by any Governmental Entity with respect to the Seller or the Casino Business that Company Permits is pending, andpending or, to the Knowledge of the SellerCompany, no investigation or review is threatened, nor has except where the failure to be in possession of or be in full force and effect, or the suspension or cancellation of, any Governmental Entity indicated any intention to conduct of the same, other than those the outcome of which Company Permits would not, individually or in the aggregate, be reasonably likely to not have a Company Material Adverse Effect. (b) Since January 1, 2020, none of the Company or any of its Subsidiaries is in default or violation of any Law applicable to the Company or any of its Subsidiaries, except for any such defaults or violations that would not have a Company Material Adverse Effect. Except as has not had a Company Material Adverse Effect, since January 1, 2020, neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority alleging any conflict with or breach of any Law or any such Company Permit. (c) Except as would not have a Company Material Adverse Effect, to the Knowledge of the Company, the businesses of each of the Company and each of its Subsidiaries are being, and since January 1, 2020, have been, conducted in material compliance with the U.S. Foreign Corrupt Practices Act 1977 and other similar applicable anti-bribery laws, rules or regulations in other jurisdictions (together, the “Anti-Bribery Laws”). Except as would not have a Company Material Adverse Effect, there are no internal investigations or, to the Knowledge of the Company, prior or pending governmental or other regulatory investigations or proceedings, in each case, regarding any action or any allegation of any action described above in this Section 4.5(c). Without limiting the generality of the foregoing, the Company, its Subsidiaries and each of their respective officers, directors, employees, agents, distributors and other persons acting for or on behalf of the Company or any of its Subsidiaries have not, to the Knowledge of the Company, directly or indirectly taken any act in furtherance of any payment, gift, bribe, rebate, loan, payoff, kickback or any other transfer of value (or offer, promise or authorization thereof) to any Person, including any Governmental Authority, for the purpose of: (i) improperly influencing or inducing such Person to do or omit to do any act or to make any decision in an official capacity or in violation of a lawful duty; (ii) inducing such person to influence improperly his, her or its employer, public or private, or any Governmental Authority, to affect an act or decision of such employer or Governmental Authority, including to assist any person in obtaining or retaining business; or (iii) securing any improper advantage (including, for example, to obtain a Tax rate lower than allowed by applicable Law).

Permits; Compliance with Laws. (a) The Seller holds Company and each Company Subsidiary is in possession of all franchises, authorizations, licenses, permits, licenses certificates, variances, exemptions, approvals, orders, registrations and approvals clearances of all any Governmental Entities Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets (including all authorizations under Gaming Lawsthe Company Real Property), Liquor Laws, and to carry on and operate its businesses as currently conducted (including giving effect to the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast GuardManagement Agreement Documents) (collectively the “Company Permits”), necessary to conduct the Casino Business and all such Company Permits are in the manner full force and effect, in which it is currently conducted, each case except for such Permits, where the failure of which to hold, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of which Permit is failure to be in full force and effect in all material respectsof, and, to the Seller’s Knowledge and except as set forth on Schedule 5.15, no event has occurred that 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 Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect. To the Seller’s Knowledge and except as set forth on Schedule 5.15, the Seller is in compliance with the terms of the Permits, except for such failures to comply which Company Permits would not, individually or in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse Effect. To the Seller’s Knowledge, and except as set forth in Schedule 5.15, the businesses conducted by the Seller are not being conducted in violation No suspension or cancellation of any applicable Law of any Governmental Entity (including any Gaming Laws), except for possible violations which, individually or in the aggregate, do not and would not be reasonably likely to have a Material Adverse Effect. To the Seller’s knowledge and except as set forth on Schedule 5.15, the Seller has not received a notice of any investigation or review by any Governmental Entity with respect to the Seller or the Casino Business that Company Permits is pending, andpending or, to the Knowledge knowledge of the SellerCompany, threatened in writing and no investigation such suspension or review is threatenedcancellation will result from the transactions contemplated by this Agreement, nor has any Governmental Entity indicated any intention to conduct the same, other than those the outcome of which except as would not, individually or in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse Effect. (b) The Company and each of the Company Subsidiaries is in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities, except for such noncompliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company, no investigation by any Governmental Entity with respect to the Company or any Company Subsidiary is pending, except for such investigations the outcomes of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer or employee of the Company or any Company Subsidiary, has (i) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other person, or (iii) taken any action, directly or indirectly, that would constitute a violation in any material respect by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA.

Permits; Compliance with Laws. The Seller holds (a) Each of the Group Companies is in possession of all franchises, grants, authorizations, licenses, permits, licenses easements, variances, exceptions, consents, certificates, approvals and approvals orders of all any Governmental Entities Authority necessary for each of the Group Companies to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted, including to the extent required Practice Permits for Medical Institutions (including all authorizations under Gaming Laws, Liquor Laws, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard) (collectively “Permits”医疗机构执业许可证), necessary to conduct the Casino Business in the manner in which it is currently conductedRadiation Safety Licenses (辐射安全许可证) and Permits for Radiological Diagnosis and Treatment (放射诊疗许可证), except for any such Permitsfranchises, the failure of which to holdgrants, would not reasonably be expected to haveauthorizations, individually or in the aggregatelicenses, a Material Adverse Effect, each of which Permit is in full force and effect in all material respects, and, to the Seller’s Knowledge and except as set forth on Schedule 5.15, no event has occurred that permits, or upon easements, variances, exceptions, consents, certificates, approvals and orders the giving absence of notice or passage of time or both, would permit revocation, non-renewal, modification, suspension, limitation or termination of any Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect. To the Seller’s Knowledge and except as set forth on Schedule 5.15, the Seller is in compliance with the terms of the Permits, except for such failures to comply which would not, individually or in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse EffectEffect (the “Material Company Permits”). To As of the Seller’s Knowledgedate of this Agreement, all Material Company Permits are effective and except as set forth passed their respective annual inspection in Schedule 5.15, the businesses conducted by the Seller are not being conducted in violation accordance with applicable Laws and no suspension or cancellation of any applicable Law of any Governmental Entity (including any Gaming Laws)the Material Company Permits is pending or, except for possible violations whichto the knowledge of the Company, threatened. Except as would not, individually or in the aggregate, do not and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. To , all approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the SellerPeople’s knowledge and except as set forth on Schedule 5.15, Republic of China (“PRC”) that are required to be obtained or made in respect of each Group Company incorporated in the Seller has not received a notice of any investigation or review by any Governmental Entity PRC with respect to its capital structure and operations as now being conducted, including, but not limited to, if so material, registrations with the Seller State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the Ministry of Human Resources and Social Security, the Ministry of Environmental Protection and the State Administration of Tax, the National Health and Family Planning Commission (formerly the Ministry of Health), and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws. Each of the Group Companies is in compliance with the applicable terms of the Material Company Permits except where the failure to so comply would not, individually or in the Casino Business that aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no Group Company is pendingin default, and, breach or violation of any Law applicable to it (including (A) any Laws applicable to its business and (B) any Laws related to the Knowledge protection of the Sellerpersonal data), no investigation or review by which any of its properties or assets is threatened, nor bound. No Group Company has received any written notice or communication from any Governmental Entity indicated Authority or stock exchange of any intention to conduct the samenon-compliance with any applicable Laws that has not been cured, other than those except for such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse Effect. (c) In the past three (3) years, no Group Company, nor, to the knowledge of the Company, Company Representative (in the course of its actions for, or on behalf of, a Group Company) has (i) made or given any bribe, rebate, payoff, influence payment, kickback or any other type of payment, that would violate any applicable Anticorruption Laws, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value to a Government Official: (i) for the purpose of: (A) improperly influencing any act or decision of such Government Official in their official capacity; (B) improperly inducing a Government Official to do or omit to do any act in violation of their lawful duty; (C) securing any improper advantage; or (D) inducing a Government Official to influence or affect any act or decision of any Governmental Authority, in each case, in order to assist a Group Company or any Company Representative in obtaining or retaining business for or with, or in directing business to, a Group Company or any Company Representative; or (ii) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. No Group Company or, to the knowledge of the Company, any Company Representative has received any written notice, request or citation for any actual or potential noncompliance with any of the foregoing in this Section 3.06(d). The Group Companies have implemented policies and procedures designed to ensure that each Group Company and the employees and other intermediaries of the Group Companies comply with the U.S. Foreign Corrupt Practices Act of 1977 and all other applicable anti-corruption laws. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company has complied with the registration or reporting requirements of SAFE Circular 7, SAFE Circular 37, SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations including without limitation the registration of its Share Incentive Plans with the Governmental Authorities in the PRC. (f) No Group Company, nor, to the knowledge of the Company, any director, officer, employee, representative, agent or Affiliate of any Group Company acting on behalf of any Group Company (each, a “Company Representative”), (i) is subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department; or (ii) has violated, or operated not in compliance with, any applicable export restrictions, anti-boycott regulations, or embargo regulations.

Permits; Compliance with Laws. (a) The Seller holds Company and the Company Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, licenses easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of all any Governmental Entities Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (including all authorizations under Gaming Lawsi) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, Liquor Laws, the Merchant Marine Act of 1920 and the Shipping Act of 1916 and Certificates of Inspection issued by the U.S. Coast Guard) (collectively “Permits”), necessary to conduct the Casino Business except in the manner in which it is currently conductedcase of clauses (i) and (ii) for any such conflicts, except for such Permits, the failure of which to hold, would defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of which Permit is in full force and effect in all material respects, and, to the Seller’s Knowledge and except as set forth on Schedule 5.15, no event has occurred that 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 Permit that currently is in effect, the loss of which, either individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect. To the Seller’s Knowledge and except as set forth on Schedule 5.15, the Seller is in compliance with the terms Section 4.06(a) of the PermitsCompany Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit, except for any such failures Company Permit where such suspension or cancellation could not reasonably be expected to comply which would nothave, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. To the Seller’s Knowledge, and except Except as set forth in Schedule 5.15Section 4.06(a) of the Company Disclosure Schedule, since June 30, 1996, neither the businesses conducted by the Seller are not being conducted in violation of Company nor any applicable Law of Company Subsidiary has received from any Governmental Entity (including any Gaming written notification with respect to possible conflicts, defaults or violations of Laws), except for written notices relating to possible conflicts, defaults or violations whichthat could not reasonably be expected to have, individually or in the aggregate, do not a Company Material Adverse Effect. (b) Except as disclosed on Section 4.06(b) of the Company Disclosure Schedule, since June 30, 1996, there have been no written notices, citations or decisions by any governmental or regulatory body that any product produced, manufactured or marketed at any time by the Company or any of the Company Subsidiaries (the "COMPANY PRODUCTS"), other than a Company Third Party Product (as defined below), is defective or fails to meet any applicable standards promulgated by any such governmental or regulatory body, and no officer of the Company or any of the Company Subsidiaries knows of any such defect or failure. In the case of products which are produced or manufactured by third parties and are distributed by the Company or any of the Company Subsidiaries (the "COMPANY THIRD PARTY PRODUCTS"), to the knowledge of any of the officers of the Company or any of the Company Subsidiaries, there have been no written notices, citations or decisions by any governmental or regulatory body that any Company Third Party Product distributed at any time by the Company or any of the Company Subsidiaries is defective or fails to meet any applicable standards promulgated by any such governmental or regulatory body, and none of the officers of the Company or any of the Company Subsidiaries knows of any such defect or failure. The Company and each of the Company Subsidiaries has complied with the laws, regulations, policies, procedures and specifications applicable to the Company with respect to the design, manufacture, labelling, testing and inspection of Company Products in the United States and the operation of manufacturing facilities in the United States promulgated by the United States Food and Drug Administration (the "FDA"), and has complied with the laws, regulations, policies, procedures and specifications applicable to the Company or such Company Subsidiary, as applicable, in any jurisdiction outside the United States with respect to the design, manufacture, labelling, testing and inspection of Company Products and the operation of manufacturing facilities outside of the United States except for such non-compliance as would not be reasonably likely to have a Company Material Adverse Effect. To Except as disclosed on Section 4.06(b) of the Seller’s Company Disclosure Schedule, since June 30, 1996, there have been no recalls, field notifications or seizures ordered or, to the knowledge of any of the officers of the Company or any of its Subsidiaries, threatened by any such governmental or regulatory body with respect to any of the Company Products, other than Company Third Party Products, and except neither the Company nor any of the Company Subsidiaries has independently engaged in recalls or field notifications. In the case of Company Third Party Products distributed by the Company or any of the Company Subsidiaries, neither Company nor any of the Company Subsidiaries has received any notices or any recalls, field notifications or seizures ordered or threatened by any such governmental or regulatory body with respect to any of such Company Third Party Products, and neither Company nor any of the Company Subsidiaries has independently engaged in recalls or field notifications. Except as set forth on Schedule 5.15, the Seller has not received a notice of any investigation or review by any Governmental Entity with respect Exhibit 4.06(b) to the Seller or Company Disclosure Schedule, neither the Casino Business that is pending, and, to the Knowledge Company nor any of the Seller, no investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.Company