SHALL REMAIN IN FULL FORCE AND
EFFECT.
(C)
NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY.
NO TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT INJUNCTION OR OTHER
JUDGMENT OR ORDER ISSUED BY ANY GOVERNMENTAL ENTITY (OTHER THAN A FAILURE TO
OBTAIN ANY GAMING APPROVAL) (EACH, A "RESTRAINT") SHALL BE IN EFFECT WHICH
PROHIBITS, RESTRAINS OR RENDERS ILLEGAL THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT; PROVIDED, THAT PRIOR TO ASSERTING THIS
CONDITION, THE PARTY ASSERTING THIS CONDITION (I) SHALL HAVE USED ITS REASONABLE
BEST EFFORTS (IN THE MANNER CONTEMPLATED BY SECTION 7.4) TO PREVENT THE ENTRY OF
ANY SUCH RESTRAINT AND TO APPEAL AS PROMPTLY AS PRACTICABLE ANY JUDGMENT THAT
MAY BE ENTERED AND (II) SUCH PARTY'S FAILURE TO FULFILL OR CAUSE TO BE FULFILLED
IN ANY MANNER ANY OBLIGATION UNDER THIS AGREEMENT SHALL NOT HAVE MEANINGFULLY
CONTRIBUTED TO SUCH RESTRAINT.
78
8.2.
Conditions to the Obligations of the Buyers.
The obligation of the Buyers to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment or waiver, at or prior to the
Closing, of each of the following conditions:
(A)
REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES OF THE SELLERS CONTAINED IN THIS AGREEMENT, SHALL
BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS (EXCEPT FOR SUCH REPRESENTATIONS
AND WARRANTIES AS ARE QUALIFIED BY MATERIALITY OR MATERIAL ADVERSE EFFECT, WHICH
REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT IN ALL RESPECTS), AS OF
THE DATE OF THE DELIVERY OF THE SUPPLEMENTAL SELLERS DISCLOSURE SCHEDULES (OR
THE FINAL DISCLOSURE SCHEDULES, IF APPLICABLE) IN ACCORDANCE WITH SECTION 7.5
AND AS OF THE CLOSING DATE AS THOUGH MADE ON AND AS OF THE CLOSING DATE (OTHER
THAN SUCH REPRESENTATIONS AND WARRANTIES THAT ARE EXPRESSLY MADE AS OF AN
EARLIER DATE WHICH NEED ONLY BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS OR
TRUE AND CORRECT, AS THE CASE MAY BE, AS OF SUCH EARLIER DATE), EXCEPT WHERE THE
FAILURE OF SUCH REPRESENTATIONS AND WARRANTIES TO BE IN COMPLIANCE WITH THE
STANDARD SET FORTH ABOVE WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
THE BUYERS
SHALL HAVE RECEIVED A CERTIFICATE FROM CCR, SIGNED BY A MANAGER OF CCR WITH
RESPECT TO THE REPRESENTATIONS AND WARRANTIES IN ARTICLE 5 AND FROM THE SELLERS
WITH RESPECT TO THEIR RESPECTIVE REPRESENTATIONS AND WARRANTIES IN ARTICLE 4 OF
THE SELLERS, CERTIFYING AS TO THE MATTERS SET FORTH IN THIS SECTION 8.2(A).
(B)
COVENANTS.
THE SELLERS SHALL HAVE PERFORMED
IN ALL MATERIAL RESPECTS ALL OBLIGATIONS REQUIRED TO BE PERFORMED BY THE SELLERS
UNDER THIS AGREEMENT AND THE ESCROW AGREEMENT AT OR PRIOR TO THE CLOSING DATE.
THE BUYERS SHALL HAVE RECEIVED A CERTIFICATE, SIGNED BY AN EXECUTIVE OFFICER OF
EACH OF THE SELLERS AND CCR, CERTIFYING AS TO THE MATTERS SET FORTH IN THIS
SECTION 8.2(B).
(C)
NO LITIGATION.
THERE SHALL BE NO BONA FIDE
ACTIONS PENDING AGAINST OR AFFECTING ANY OF THE SELLERS, BLOCKER, ACQUISITIONCO
OR THE COMPANIES OR ANY OF THEIR RESPECTIVE PROPERTIES, ASSETS OR RIGHTS THAT
(I) WOULD, IF DETERMINED ADVERSELY, HAVE A MATERIAL ADVERSE EFFECT,