Sellers Disclosure
Schedules or as otherwise specifically provided in this Agreement, or
(y) consented to in writing by the Buyers (which consent shall not be
unreasonably withheld, conditioned or delayed), from the Exercise Date until the
Closing Date, HoldCo shall not cause, authorize or agree to cause Blocker or
AcquisitionCo to take any actions or incur any Liabilities that would make the
representations and warranties set forth in Section 4.2(e) to become untrue or
incorrect.
7.3.
No Control of Other Party's Business.
Nothing contained in this
Agreement is intended to give the Parent or any Buyer, directly or indirectly,
the right to control or direct the operations of the Companies or the Excluded
HoldCo Subsidiaries prior to the Closing Date, and nothing contained in this
Agreement is intended to give CCR or the Sellers, directly or indirectly, the
right to control or direct any Buyer's or its Subsidiaries' operations in each
case, in a manner prohibited by applicable Law (including Gaming Laws and
antitrust Laws).
7.4.
Reasonable Best Efforts.
(A)
SUBJECT TO THE TERMS OF THIS AGREEMENT AND APPLICABLE LAW
(INCLUDING GAMING LAWS AND ANTITRUST LAWS), FOLLOWING THE EXERCISE DATE, EACH
PARTY WILL USE ITS REASONABLE BEST EFFORTS TO TAKE, OR CAUSE TO BE TAKEN, ALL
APPROPRIATE ACTIONS, TO FILE, OR CAUSE TO BE FILED, ALL DOCUMENTS AND TO DO, OR
CAUSE TO BE DONE, ALL THINGS NECESSARY, PROPER OR ADVISABLE TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING PREPARING AND FILING AS
PROMPTLY AS REASONABLY PRACTICABLE ALL DOCUMENTATION TO EFFECT ALL GOVERNMENTAL
AUTHORIZATIONS, INCLUDING ALL NECESSARY FILINGS, CONSENTS, WAIVERS, APPROVALS,
AUTHORIZATIONS, PERMITS OR ORDERS FROM ALL GOVERNMENTAL ENTITIES (INCLUDING
GAMING AUTHORITIES) OR OTHER PERSONS, INCLUDING ANY LICENSES, PERMITS,
APPROVALS, AUTHORIZATIONS, REGISTRATIONS, FINDINGS OF SUITABILITY, FRANCHISES,
ENTITLEMENTS, WAIVERS AND EXEMPTIONS ISSUED BY ANY GAMING AUTHORITY REQUIRED TO
PERMIT THE
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PARTIES HERETO TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR
NECESSARY TO PERMIT THE BUYERS TO OWN AND OPERATE THE COMPANIES (COLLECTIVELY,
"GAMING APPROVALS"), PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE COMPANIES BE
REQUIRED TO PAY, PRIOR TO THE CLOSING, ANY FEE, PENALTY OR OTHER CONSIDERATION
TO OBTAIN ANY CONSENT, APPROVAL OR WAIVER REQUIRED FOR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OTHER THAN DE MINIMIS AMOUNTS.
IN
FURTHERANCE AND NOT IN LIMITATION OF THE FOREGOING, EACH PARTY HERETO AGREES TO
MAKE AN APPROPRIATE FILING, IF REQUIRED, OF ANY HSR NOTIFICATION WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WITHIN ONE (1) BUSINESS DAY
FOLLOWING THE EXERCISE DATE AND TO SUPPLY AS PROMPTLY AS REASONABLE PRACTICABLE
ANY ADDITIONAL INFORMATION AND DOCUMENTARY MATERIAL THAT MAY BE REQUESTED
PURSUANT TO THE HSR ACT AND USE ITS REASONABLE BEST EFFORTS TO TAKE OR CAUSE TO
BE TAKEN ALL OTHER ACTIONS NECESSARY, PROPER OR ADVISABLE CONSISTENT WITH THIS
SECTION 7.4 TO CAUSE THE EXPIRATION OR TERMINATION OF THE APPLICABLE WAITING
PERIODS, OR RECEIPT OF REQUIRED AUTHORIZATIONS, AS APPLICABLE, UNDER THE HSR
ACT.
THE FILING FEES WITH RESPECT TO THE HSR FILINGS SHALL BE BORNE 100% BY THE