AGREEMENT.
(E)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH OF THE
SELLERS AND CCR SHALL, AND SHALL CAUSE ITS RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES AND SUBSIDIARIES TO, USE THEIR RESPECTIVE REASONABLE BEST EFFORTS IN
WORKING WITH THE PARENT, THE BUYERS AND THEIR COUNSEL TO OBTAIN THE GAMING
APPROVALS; PROVIDED THAT NOTHING CONTAINED HEREIN SHALL REQUIRE ANY EXPENDITURE
BY THE COMPANIES (OTHER THAN ANY EXPENDITURES RELATING TO COUNSEL FEES OF SUCH
PARTIES).
(F)
THE SELLERS AGREE TO USE THEIR REASONABLE BEST EFFORTS TO
(I) CONTINUE TO CAUSE CCR AND THE OTHER COMPANIES TO MAINTAIN ANY LICENSES
REQUIRED UNDER APPLICABLE GAMING LAWS WITH RESPECT TO THE OPERATION OF THE
BUSINESS, INCLUDING OBTAINING OR RENEWING ALL OTHER LICENSES, PERMITS,
APPROVALS, AUTHORIZATIONS, REGISTRATIONS, FINDINGS OF SUITABILITY, ENTITLEMENTS,
WAIVERS AND EXEMPTIONS ISSUED IN CONNECTION WITH SUCH LICENSES AND NECESSARY TO
CONTINUE TO OPERATE THE BUSINESS AND (II) PURSUING ANY RENEWAL APPLICATION
PROCESS APPLICABLE TO SUCH LICENSES, INCLUDING ANY FOLLOW-UP SUBMISSIONS AND
REQUESTS.
.
(G)
BETWEEN THE EXERCISE DATE AND THE CLOSING DATE, THE SELLERS AND
CCR SHALL, AND SHALL CAUSE EACH OF THE OTHER COMPANIES AND THEIR RESPECTIVE
DIRECTORS, MANAGERS, MEMBERS, OFFICERS, EMPLOYEES AND AGENTS TO, AFFORD THE
EMPLOYEES, AUTHORIZED AGENTS AND REPRESENTATIVES OF THE PARENT AND THE BUYERS
ACCESS, DURING NORMAL BUSINESS HOURS, TO THE OFFICES, PERSONNEL, PREMISES,
PROPERTIES, CONTRACTS, BOOKS AND RECORDS, AND OTHER DOCUMENTS AND FINANCIAL,
OPERATING, CONSTRUCTION STATUS AND OTHER DATA OF THE COMPANIES AS THE BUYERS MAY
REASONABLY REQUEST; PROVIDED THAT THE BUYERS SHALL NOT ENGAGE IN ANY
ENVIRONMENTAL TESTING WITH RESPECT TO ANY OF THE COMPANIES' OWNED REAL PROPERTY
OR PROPERTY SUBJECT TO REAL PROPERTY LEASES WITHOUT THE PRIOR WRITTEN CONSENT OF
THE SELLERS, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR CONDITIONED.
THE FOREGOING SHALL NOT REQUIRE THE SELLERS OR ANY COMPANY TO PERMIT ANY
INSPECTION, OR TO DISCLOSE ANY INFORMATION, TO THE EXTENT THAT IN THEIR
REASONABLE JUDGMENT IS REASONABLY LIKELY TO RESULT IN WAIVER OF ANY
ATTORNEY-CLIENT PRIVILEGE OR THE DISCLOSURE OF ANY TRADE SECRETS OF THIRD
PARTIES OR VIOLATE ANY OF THEIR OBLIGATIONS WITH RESPECT TO CONFIDENTIALITY IF
THE SELLERS OR SUCH COMPANY, AS THE CASE MAY BE, SHALL HAVE USED REASONABLE
EFFORTS TO OBTAIN THE CONSENT OF SUCH THIRD PARTY TO SUCH INSPECTION OR
DISCLOSURE AND HAVE USED REASONABLE EFFORTS TO IMPLEMENT REQUISITE PROCEDURES TO
ENABLE ACCESS TO SUCH INFORMATION WITHOUT VIOLATING SUCH OBLIGATIONS.
NO
INVESTIGATION BY THE PARTIES OR THEIR RESPECTIVE REPRESENTATIVES SHALL AFFECT
THE REPRESENTATIONS OR WARRANTIES OF THE OTHER SET FORTH HEREIN, AND DISCLOSURE
OF ANY REPORT TO THE SELLERS SHALL NOT EFFECT THE KNOWLEDGE OF THE SELLERS IF
THEY WERE NOT AWARE OF THE FACTS DESCRIBED IN SUCH REPORT.
(H)
FROM THE EXERCISE DATE UNTIL THE CLOSING DATE, IF ANY COUNTERPARTY
TO ANY MATERIAL CONTRACT SPECIFIED IN SCHEDULE 7.4(H) (THE "SPECIFIED MATERIAL
CONTRACTS") NOTIFIES ANY SELLER OR ANY COMPANY PARTY THERETO, CLAIMING A BREACH,
A DEFAULT, OR THE RIGHT TO DECLARE A DEFAULT, UNDER SUCH SPECIFIED MATERIAL
CONTRACT AS A RESULT OF THE FAILURE BY SUCH SELLER OR SUCH COMPANY TO