Rainbow Buyer required to
approve and adopt this Agreement and the Releases and Indemnities have been duly
taken and no further action of the directors and stockholders of RMHI or any
Rainbow Buyer is required in order to permit the consummation of the
transactions contemplated hereby and by the Releases and Indemnities or to
permit RMHI and each Rainbow Buyer to perform its respective obligations
hereunder and thereunder.
(B)
NO BREACH OR VIOLATION.
THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE RELEASES AND INDEMNITIES (TO
THE EXTENT A PARTY THERETO) DO AND WILL NOT: (I) CONFLICT WITH, VIOLATE OR
RESULT IN THE BREACH OF ANY PROVISION OF THE CERTIFICATE OF INCORPORATION OR
BYLAWS OF RMHI OR ANY RAINBOW BUYER, (II) CONFLICT WITH OR VIOLATE ANY LAW OR
JUDGMENT APPLICABLE TO RMHI OR ANY RAINBOW BUYER OR (III) CONFLICT WITH, RESULT
IN ANY BREACH OF, CONSTITUTE A DEFAULT (OR EVENT WHICH WITH THE GIVING OF NOTICE
OR LAPSE OF TIME, OR BOTH, WOULD BECOME A DEFAULT) UNDER, OR REQUIRE ANY CONSENT
UNDER OR PURSUANT TO, ANY CONTRACT TO WHICH RMHI OR ANY RAINBOW BUYER IS A PARTY
OR BY WHICH THEY ARE OTHERWISE BOUND, EXCEPT, IN THE CASE OF CLAUSES (II) AND
(III), ANY CONFLICT, VIOLATION, BREACH OR DEFAULT, OR WHERE THE FAILURE TO
OBTAIN A CONSENT, WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL
ADVERSE EFFECT UPON RMHI AND ITS SUBSIDIARIES TAKEN AS A WHOLE (A "RAINBOW
MATERIAL ADVERSE EFFECT") OR ON THE ABILITY OF RMHI AND THE RAINBOW BUYERS TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE RELEASES AND
INDEMNITIES.
(C)
REQUIRED CONSENTS.
OTHER THAN (I) THE
NOTIFICATION REQUIREMENTS OF THE HSR ACT AND RULES AND/OR (II) ANY WAIVERS OR
CONSENTS REQUIRED TO BE OBTAINED FROM ANY BANK OR OTHER LENDER OF RMHI, ANY
RAINBOW BUYER OR ANY AFFILIATE OF RMHI OR A RAINBOW BUYER IN CONNECTION WITH THE
PURCHASE OF THE MGM INTERESTS, THERE IS NO PERSON WHOSE APPROVAL OR CONSENT, OR
WITH WHOM THE FILING OF ANY CERTIFICATE, NOTICE, APPLICATION, REPORT OR OTHER
DOCUMENT, IS LEGALLY OR CONTRACTUALLY REQUIRED OR OTHERWISE IS NECESSARY IN
CONNECTION WITH THE EXECUTION, DELIVERY OR PERFORMANCE BY RMHI AND THE RAINBOW
BUYERS OF THIS AGREEMENT AND THE RELEASES AND INDEMNITIES AND THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, EXCEPT WHERE FAILURE TO
OBTAIN SUCH, CONSENT OR APPROVAL OR FAILURE TO MAKE SUCH FILING WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A RAINBOW
MATERIAL ADVERSE EFFECT.
SECTION 4.03
LEGAL AND GOVERNMENTAL PROCEEDINGS AND
JUDGMENTS.
THERE ARE (I) NO ACTIONS OR PROCEEDINGS BY OR AGAINST RMHI OR ANY
RAINBOW BUYER PENDING OR, TO THE KNOWLEDGE OF RMHI OR ANY RAINBOW BUYER
THREATENED BY ANY PERSON, (II) NO JUDGMENTS OUTSTANDING AGAINST RMHI OR THE
RAINBOW BUYERS AND (III) NO OUTSTANDING CONSENT DECREES, SETTLEMENTS,
INJUNCTIONS OR RULINGS IMPOSED BY ANY COURT, IN EACH CASE WHICH COULD REASONABLY
BE
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expected to adversely affect the ability of RMHI or the Rainbow Buyers to
consummate