OR SELL ANY EQUITY INTEREST IN HOLDINGS TO A THIRD PARTY.
THE
ACQUISITION AGREEMENTS IDENTIFIED IN EXHIBIT B ARE THE ONLY AGREEMENTS AMONG THE
MORGAN PARTIES, OR ANY OF THEIR AFFILIATES, AND THE SELLING PARTIES, OR ANY OF
THEIR AFFILIATES, WHICH ARE IN EXISTENCE AS OF THE DATE HEREOF IN CONNECTION
WITH THE ACQUISITION.
6.3.
NO KNOWLEDGE OF MISREPRESENTATIONS OR OMISSIONS.
MORGANS HAS NO
KNOWLEDGE THAT THE REPRESENTATIONS AND WARRANTIES OF ANY PARTY TO THE
ACQUISITION AGREEMENTS (INCLUDING, BUT NOT LIMITED TO, THE MORGANS PARTIES) ARE
UNTRUE OR INCORRECT IN ANY MATERIAL RESPECT.
THE MORGANS PARTIES HAVE NOT
BREACHED, AND MORGANS HAS NO KNOWLEDGE THAT ANY OTHER PARTY TO THE ACQUISITION
AGREEMENTS HAS BREACHED, ANY OF THE MATERIAL COVENANTS, AGREEMENTS,
REPRESENTATIONS OR WARRANTIES IN ANY OF THE ACQUISITION AGREEMENTS.
EXCEPT AS
SET FORTH IN SCHEDULE 6.2, NONE OF THE ACTIONS AND TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT AND THE AGREEMENTS CONTEMPLATED HEREBY AND NONE OF THE TERMS,
COVENANTS OR AGREEMENTS IN THIS AGREEMENT OR THE AGREEMENTS CONTEMPLATED HEREBY,
IN ANY WAY BREACH OR WILL BREACH ANY OF THE MATERIAL TERMS, COVENANTS OR
AGREEMENTS OF THE MORGANS PARTIES UNDER THE ACQUISITION AGREEMENTS.
TO MORGANS'
KNOWLEDGE, THERE HAS NOT BEEN ANY CHANGE, EVENT OR EFFECT THAT HAS HAD A
MATERIAL ADVERSE EFFECT.
MORGANS HAS DELIVERED TO DLJMB COPIES OF ALL MATERIAL
REPORTS, INVESTIGATIONS, ANALYSES AND OTHER SIMILAR MATERIALS OR INFORMATION
RELATING TO THE PROPOSED ACQUISITION OR THE ACQUIRED ASSETS (A) PREPARED OR
CREATED FOR MORGANS BY ITS REPRESENTATIVES; OR (B) PREPARED OR CREATED BY
MORGANS INTERNALLY (TO THE EXTENT SUCH INTERNAL REPORTS, INVESTIGATIONS,
ANALYSES AND OTHER MATERIALS OR INFORMATION SUMMARIZE DUE DILIGENCE FINDINGS IN
A MANNER COMPARABLE TO THAT OF THIRD PARTIES).
6.4.
LITIGATION.
THERE ARE NO ACTIONS, SUITS, PROCEEDINGS, ORDERS OR
CLAIMS PENDING, OR TO THE KNOWLEDGE OF MORGANS, THREATENED IN WRITING AGAINST
THE MORGANS PARTIES OR HOLDINGS AT LAW OR IN EQUITY, BY ANY PERSON OR BEFORE OR
BY ANY GOVERNMENTAL BODY WHICH WOULD REASONABLY
13
BE EXPECTED TO MATERIALLY ADVERSELY AFFECT MORGANS' PERFORMANCE UNDER THIS
AGREEMENT, WHICH RELATE TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR
WHICH WOULD REASONABLY BE EXPECTED TO MATERIALLY ADVERSELY AFFECT THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
6.5.
ESCROW DEPOSITS.
AN AGGREGATE OF FIFTY MILLION DOLLARS
($50,000,000) HAS BEEN DEPOSITED INTO ESCROW UNDER THE ACQUISITION AGREEMENTS.
ON THE DATE HEREOF, THE AMOUNT HELD IN SUCH ESCROWS AGGREGATE AN AMOUNT EQUAL TO
AT LEAST FIFTY MILLION DOLLARS ($50,000,000).
6.6.
CASINO LEASE.
THE CASINO LEASE HAS BEEN DULY AUTHORIZED, EXECUTED
AND DELIVERED BY MHG HR ACQUISITION CORP. ("MERGER SUB").
ASSUMING THAT THE
CASINO LEASE IS A VALID AND BINDING OBLIGATION OF THE LESSEE THEREUNDER, THE
CASINO LEASE CONSTITUTES A VALID AND BINDING OBLIGATION OF MERGER SUB, SUBJECT
TO THE TERMS AND CONDITIONS THEREOF, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY LAWS, OTHER SIMILAR LAWS
AFFECTING CREDITORS' RIGHTS AND GENERAL PRINCIPLES OF EQUITY AFFECTING THE
AVAILABILITY OF SPECIFIC PERFORMANCE AND OTHER EQUITABLE REMEDIES.
EXCEPT AS
SET FORTH ON