RELIED, AND IS NOT RELYING,
UPON ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THE REPRESENTATIONS AND
WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT.
(F)
LICENSABILITY OF PRINCIPALS.
NEITHER
BUYER NOR ANY OF ITS REPRESENTATIVES OR AFFILIATES HAS EVER BEEN DENIED A GAMING
LICENSE BY A GOVERNMENTAL ENTITY OR GAMING AUTHORITY.
BUYER AND EACH OF ITS
REPRESENTATIVES AND AFFILIATES IS IN GOOD STANDING IN EACH OF THE JURISDICTIONS
IN WHICH BUYER OR ANY OF ITS AFFILIATES OWNS OR OPERATES GAMING FACILITIES.
THERE ARE NO FACTS KNOWN TO BUYER, WHICH IF KNOWN TO THE REGULATORS UNDER THE
GAMING LAWS, THAT WOULD (A) BE REASONABLY LIKELY TO RESULT IN THE DENIAL,
REVOCATION, LIMITATION OR SUSPENSION OF AN EXISTING
GAMING LICENSE, OR (B)
RESULT IN A NEGATIVE OUTCOME UNDER ANY GAMING LICENSING OR SUITABILITY
PROCEEDINGS NECESSARY FOR BUYER TO CONSUMMATE THIS AGREEMENT OR ENTER INTO THE
JOINT OPERATING AGREEMENT.
A NEGATIVE OUTCOME SHALL NOT INCLUDE A GAMING
LICENSE THAT IS LIMITED IN DURATION SO LONG AS SUCH LICENSE IS SUFFICIENT FOR
BUYER TO CONSUMMATE THIS AGREEMENT AND ENTER INTO THE JOINT OPERATING AGREEMENT.
(G)
COMPLIANCE WITH GAMING LAWS.
(I)
BUYER, AND TO ITS KNOWLEDGE, EACH OF ITS
DIRECTORS, OFFICERS, KEY EMPLOYEES AND PERSONS PERFORMING MANAGEMENT FUNCTIONS
SIMILAR TO OFFICERS AND PARTNERS HOLD ALL PERMITS, REGISTRATIONS, FINDINGS OF
SUITABILITY, LICENSES, VARIANCES, EXEMPTIONS, CERTIFICATES OF OCCUPANCY, ORDERS
AND APPROVALS OF ALL GOVERNMENTAL ENTITIES UNDER THE GAMING LAWS NECESSARY TO
CONDUCT THE BUSINESS AND OPERATIONS OF BUYER, EACH OF WHICH IS IN FULL FORCE AND
EFFECT IN ALL MATERIAL RESPECTS, EXCEPT FOR SUCH PERMITS, REGISTRATIONS,
FINDINGS OF SUITABILITY, LICENSES, VARIANCES, EXEMPTIONS, CERTIFICATES OF
OCCUPANCY, ORDERS AND APPROVALS THE FAILURE OF WHICH TO HOLD WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, BE REASONABLY LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT ON
8
Buyer (the "Buyer Permits") and no event has occurred which permits, or upon the
giving of notice or passage of time or both would permit, revocation,
non-renewal, modification, suspension, limitation or termination of any Buyer
Permit that currently is in effect the loss of which either, individually or in
the aggregate, would be reasonably likely to have a material adverse effect on
Buyer.
Buyer, and to its knowledge, each of its directors, officers, key
employees and persons performing management functions similar to officers and
partners are in compliance with the terms of the Buyer Permits, except for such
failures to comply, which singly or in the aggregate, would not, individually or
in the aggregate, be reasonably likely to have a material adverse effect on
Buyer.
Buyer has not received notice of any investigation or review by any
Governmental Entity under any Gaming Law with respect to Buyer or any of its
Affiliates that is pending, and, to the knowledge of Buyer, no investigation or
review is threatened, nor has any Governmental Entity indicated any intention to
conduct the same.
(II)
NEITHER BUYER, NOR ANY DIRECTOR, OFFICER,
KEY EMPLOYEE OR PARTNER OF BUYER OR THEIR AFFILIATES HAS RECEIVED ANY WRITTEN
CLAIM, DEMAND, NOTICE, COMPLAINT, COURT ORDER OR