A WHOLE (AN "MGM MATERIAL
ADVERSE EFFECT") OR ON THE ABILITY OF MGM PARENT OR MGM SELLER TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY AND BY THE RELEASES AND INDEMNITIES AND THE
BILL OF SALE.
(C)
REQUIRED CONSENTS.
OTHER THAN (I) THE
NOTIFICATION REQUIREMENTS OF THE HSR ACT AND RULES, IF ANY, (II) THE RELEASE OF
THE MGM INTERESTS FROM ANY LIENS ARISING UNDER ANY MGM CREDIT AGREEMENT OR
SECURITY OR COLLATERAL AGREEMENTS, AND/OR (III) ANY WAIVERS OR CONSENTS REQUIRED
TO BE OBTAINED FROM ANY BANK OR OTHER LENDER OF MGM PARENT, MGM SELLER OR ANY
OTHER AFFILIATE OF MGM PARENT IN CONNECTION WITH THE SALE 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 IS OTHERWISE NECESSARY IN CONNECTION WITH THE
EXECUTION, DELIVERY OR PERFORMANCE BY MGM PARENT AND MGM SELLER OF THIS
AGREEMENT, THE RELEASES AND INDEMNITIES OR THE BILL OF SALE 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 MGM MATERIAL
ADVERSE EFFECT.
SECTION 3.03
MGM INTERESTS.
MGM SELLER OWNS AND HAS, AND
IMMEDIATELY PRIOR TO THE CLOSING WILL OWN AND WILL HAVE, GOOD AND VALID TITLE TO
THE MGM INTERESTS FREE AND CLEAR OF ALL ENCUMBRANCES AND, UPON DELIVERY TO THE
RAINBOW BUYERS HEREUNDER, GOOD AND VALID TITLE TO THE MGM INTERESTS, FREE AND
CLEAR OF ALL ENCUMBRANCES OTHER THAN ENCUMBRANCES CREATED BY THE RAINBOW BUYERS
AND THEIR AFFILIATES, WILL PASS TO THE RAINBOW BUYERS.
SECTION 3.04
LEGAL AND GOVERNMENTAL PROCEEDINGS AND
JUDGMENTS.
THERE ARE (I) NO ACTIONS OR PROCEEDINGS BY OR AGAINST MGM PARENT OR
MGM SELLER PENDING OR, TO THE KNOWLEDGE OF MGM PARENT OR MGM SELLER, THREATENED,
BY ANY PERSON, (II) NO JUDGMENTS OUTSTANDING AGAINST MGM PARENT OR MGM SELLER OR
TO OR BY WHICH THE MGM INTERESTS ARE SUBJECT OR BOUND, AND (III) NO OUTSTANDING
CONSENT DECREES, SETTLEMENTS, INJUNCTIONS OR RULINGS IMPOSED BY ANY COURT, IN
EACH CASE WHICH COULD REASONABLY BE EXPECTED TO ADVERSELY AFFECT THE ABILITY OF
MGM PARENT OR MGM SELLER TO CONSUMMATE ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR BY THE RELEASES AND INDEMNITIES OR THE BILL OF SALE.
SECTION 3.05
PREEMPTIVE AND SIMILAR RIGHTS.
OTHER THAN ANY
RIGHTS OF THE RAINBOW BUYERS PURSUANT TO THE 2001 AGREEMENT AND THE 2002
AGREEMENT, THERE ARE NO PREEMPTIVE RIGHTS, RIGHTS OF FIRST REFUSAL OR SIMILAR
RIGHTS WITH RESPECT TO THE MGM INTERESTS AND
10
no such rights arise by virtue of or in connection with the transactions
contemplated hereby.
There are no other voting or similar contracts or
agreements with respect to the MGM Interests other than the 2001 Agreement and
the 2002 Agreement.
SECTION 3.06
AFFILIATE TRANSACTIONS.
NEITHER MGM SELLER NOR
MGM PARENTS HAS ON BEHALF OF EITHER AMCC OR IFC LLC ENTERED INTO ANY CONTRACT