Common use of Regulatory Considerations Clause in Contracts

Regulatory Considerations. Consultant acknowledges that, as a consequence of entering into this Agreement with the Company, Consultant is subject to the jurisdiction of the Board and must comply with the Michigan Gaming Control and Revenue Act, MCL 432.201, et. seq., as amended, supplemented, or construed (the “Act”), and the rules (the “Rules”), regulations, resolutions, and orders promulgated pursuant thereto, plus such other requirements, if any, as are imposed by the Board from time to time (all of the foregoing, collectively, the “MGCB Requirements”) and Consultant knows of no reason why it or ▇▇▇▇▇ Fine, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will not be able to satisfy the MGCB Requirements during the Term of this Agreement and any employment agreement entered into by ▇▇▇▇▇ Fine, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant hereto. Accordingly, Consultant agrees as follows: a. Beginning immediately upon the execution of this Agreement, Consultant shall promptly comply with the MGCB Requirements and shall cause such compliance by its key persons and others retained by Consultant in connection with its obligations under this Agreement. Consultant shall cooperate with and promptly provide information and assistance to the Board and the Company regarding this Agreement and its implementation, including without limitation, preparing and supplying requested disclosure and registration materials and reports to the Company and the Board. The Consultant shall also allow the Board to inspect the books and records of Consultant that pertain directly or indirectly to this Agreement. b. If the Board disapproves of or orders termination of this Agreement, for any reason, including, without limitation, a finding that this Agreement does not comply with the MGCB Requirements or that Consultant or any person associated with Consultant, or any of their respective affiliated companies, is/are unsuitable or is/are otherwise prohibited from doing business with the Company, the Company shall be entitled to terminate this Agreement immediately and without further obligation. Neither the Company nor any of its members (direct or indirect) or employees shall have any liability to Consultant or anyone else for any consequences, losses or damages of any nature suffered or incurred by reason of such disapproval or termination. c. The Company’s liability under this Agreement in the event of its default hereunder shall be limited to the amount it is obligated under this Agreement to pay for Consultant’s Services. d. Consultant acknowledges that the Company operates under privilege licenses in a highly regulated industry and maintains a compliance program to protect and preserve its name, reputation, integrity, and good will through a thorough review and determination of the integrity and fitness, both initially and thereafter, of persons or companies with which it associates or contracts. This Agreement and the association of the parties are contingent on the continued approval under the compliance program of the Company. Consultant shall cooperate with the Company as reasonably requested and provide such information as it may reasonably request on appropriate notice. The Company may terminate this Agreement in the event that it or its compliance committee discovers facts with respect to Consultant that would, in the opinion of the Company, jeopardize the gaming licenses, permits, or status of the Company, with any gaming commission, board, or similar regulatory or law enforcement authority. In addition, if the Board withdraws its approval of this Agreement pursuant to this Section 11, then the Company may terminate this Agreement immediately, and thereafter neither party shall have any additional rights or obligations hereunder except for those that expressly survive the expiration or earlier termination hereof. Performance of this Agreement is contingent upon obtaining any and all necessary initial and continuing approval required by any regulatory agency with jurisdiction over the subject matter of this Agreement. In addition, the Company and Consultant each hereby acknowledges that it is illegal for a denied license applicant or a revoked licensee (pursuant to the laws, rules and regulations of the State of Michigan and other gaming authorities), or a business organization under the control of a denied license applicant or a revoked licensee, to enter into, or attempt to enter into, a contract with the other party without the prior approval of the appropriate gaming authorities. The Company and the Consultant each hereby affirms, represents and warrants to the other party that it is not a denied license applicant, a revoked licensee, or a business organization under the control of a denied license applicant or a revoked licensee, and the Company and Consultant each hereby agree that this Agreement is subject to immediate termination by the other party (without any liability to either party) if it should become a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee.

Regulatory Considerations. The Consultant acknowledges that, as a consequence of entering into this Agreement with the Company, the Consultant is subject to the jurisdiction of the Board and must comply with the Michigan Gaming Control and Revenue Act, MCL 432.201, et. seq., as amended, supplemented, or construed (the “Act”), and the rules (the “Rules”), regulations, resolutions, and orders promulgated pursuant thereto, plus such other requirements, if any, as are imposed by the Board from time to time (all of the foregoing, collectively, the “MGCB Requirements”) and the Consultant knows of no reason why it or it, ▇▇▇▇▇ Fine, . ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any of its employees will not be able to satisfy the MGCB Requirements during the Term of this Agreement and any employment agreement entered into by ▇▇▇▇▇ Fine, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant heretoAgreement. Accordingly, the Consultant agrees as follows: a. a) Beginning immediately upon the execution of this Agreement, the Consultant shall promptly comply with the MGCB Requirements and shall cause such compliance by its key persons and others retained by the Consultant in connection with its obligations under this Agreement. The Consultant shall cooperate with and promptly provide information and assistance to the Board and the Company regarding this Agreement and its implementation, including without limitation, preparing and supplying requested disclosure and registration materials and reports to the Company Board (and those that may be reasonably requested by the BoardCompany). The Consultant shall also allow the Board to inspect the books and records of the Consultant that pertain directly or indirectly to this Agreement. b. b) If the Board disapproves of or orders termination of this Agreement, for any reason, including, without limitation, a finding that this Agreement does not comply with the MGCB Requirements or that the Consultant or any person associated with the Consultant, or any of their respective affiliated companies, is/are unsuitable or is/are otherwise prohibited from doing business with the Company, the Company shall be entitled to terminate this Agreement immediately and without further obligation. Neither the Company nor any of its members (direct or indirect) or employees shall have any liability to the Consultant or anyone else for any consequences, losses or damages of any nature suffered or incurred by reason of such disapproval or termination. c. c) The Company’s liability under this Agreement in the event of its default hereunder shall be limited to the amount it is obligated under this Agreement to pay for Consultant’s ServicesServices (including any termination payment under Section 5). d. d) Consultant acknowledges that the Company operates under privilege licenses in a highly regulated industry and maintains a compliance program to protect and preserve its name, reputation, integrity, and good will through a thorough review and determination of the integrity and fitness, both initially and thereafter, of persons or companies with which it associates or contracts. This Agreement and the association of the parties are contingent on the continued approval under the compliance program of the Company. The Consultant shall cooperate with the Company as reasonably requested and provide such information as it may reasonably request on appropriate notice. The Company may terminate this Agreement in the event that it or its compliance committee discovers facts with respect to the Consultant that would, in the opinion of the Company, jeopardize the gaming licenses, permits, or status of the Company, with any gaming commission, board, or similar regulatory or law enforcement authority. In addition, if the Board withdraws its approval of this Agreement pursuant to this Section 11, then the Company may terminate this Agreement immediately, and thereafter neither party shall have any additional rights or obligations hereunder except for those that expressly survive the expiration or earlier termination hereof. Performance of this Agreement is contingent upon obtaining any and all necessary initial and continuing approval required by any regulatory agency with jurisdiction over the subject matter of this Agreement. In addition, the Company and the Consultant each hereby acknowledges that it is illegal for a denied license applicant or a revoked licensee (pursuant to the laws, rules and regulations of the State of Michigan and other gaming authorities), or a business organization under the control of a denied license applicant or a revoked licensee, to enter into, or attempt to enter into, a contract with the other party without the prior approval of the appropriate gaming authorities. The Company and the Consultant each hereby affirms, represents and warrants to the other party that it is not a denied license applicant, a revoked licensee, or a business organization under the control of a denied license applicant or a revoked licensee, and the Company and the Consultant each hereby agree that this Agreement is subject to immediate termination by the other party (without any liability to either party) if it should become a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee.