ADMINISTRATIVE ORDER FROM ANY
GOVERNMENTAL ENTITY IN THE PAST THREE (3) YEARS UNDER, OR RELATING TO ANY
VIOLATION OR POSSIBLE VIOLATION OF ANY GAMING LAWS WHICH DID OR WOULD BE
REASONABLY LIKELY TO RESULT IN FINES OR PENALTIES OF FIFTY THOUSAND DOLLARS
($50,000) OR MORE.
TO THE KNOWLEDGE OF BUYER, THERE ARE NO FACTS, WHICH IF
KNOWN TO THE REGULATORS UNDER THE GAMING LAWS COULD REASONABLY BE EXPECTED TO
RESULT IN THE REVOCATION, LIMITATION OR SUSPENSION OF A LICENSE, FINDING OF
SUITABILITY, REGISTRATION, PERMIT OR APPROVAL OF THEM, OR ANY OF THEIR OFFICERS,
DIRECTORS, KEY EMPLOYEES OR PERSONS PERFORMING MANAGEMENT FUNCTIONS SIMILAR TO
AN OFFICER OR PARTNER, OR LIMITED PARTNER UNDER ANY GAMING LAWS.
NEITHER BUYER
NOR ANY OFFICER, DIRECTOR, KEY EMPLOYEE OR PERSON PERFORMING MANAGEMENT FUNCTION
SIMILAR TO AN OFFICER OR PARTNER OF BUYER OR THEIR AFFILIATES, HAS SUFFERED A
SUSPENSION OR REVOCATION OF ANY BUYER PERMIT HELD UNDER THE BUYER GAMING LAWS.
ARTICLE IV.
COVENANTS
Section 4.1
Hotel/Casino Tenants.
Buyer
acknowledges Seller's obligations under Section 6.11 of the Horseshoe Purchase
Agreement and agrees not to take any action, prior to, or following the
Speakeasy Closing, that would have the effect or could reasonably be anticipated
to have the effect of preventing Seller from fulfilling its obligations
Section 6.11 of the Horseshoe Purchase Agreement.
Section 4.2
Horseshoe Property.
Buyer
acknowledges that the Horseshoe Property transferred hereunder does not consist
of all the Purchased Assets identified in the Horseshoe Purchase Agreement, and
that some of the Purchased Assets will be retained by Seller, including the
Primary Assets, the WSOP Chips, the HLC Shares and any rights to the tickets for
the National Finals Rodeo (the "Rodeo Tickets"), and buyer expressly disclaims
any rights to the Primary Assets, the WSOP Chips, the HLC Shares and the Rodeo
Tickets.
Buyer further acknowledges that it will take some of Horseshoe
Property subject to various restrictions and covenants set forth in the
Horseshoe Purchase Agreement, including without limitation, the restrictions and
limitations affecting the Statue of Benny Binion set forth in Section 1.4 of the
Horseshoe Purchase Agreement.
Buyer further acknowledges that nothing in this
Agreement or the Joint Operating Agreement shall be deemed to confer upon Buyer
any rights under the Horseshoe Purchase Agreement.
9
Section 4.3
Further Assurances and Actions.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREIN,
EACH OF THE PARTIES HERETO AGREES TO USE ITS REASONABLE BEST EFFORTS TO TAKE, OR
CAUSE TO BE TAKEN, ALL APPROPRIATE ACTION, AND TO DO, OR CAUSE TO BE DONE, ALL
THINGS REASONABLY NECESSARY, PROPER OR ADVISABLE UNDER APPLICABLE LAWS AND
REGULATIONS TO CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (I) USING THEIR RESPECTIVE
REASONABLE BEST EFFORTS TO OBTAIN ALL LICENSES, PERMITS, CONSENTS, APPROVALS,
AUTHORIZATIONS, QUALIFICATIONS AND ORDERS OF GOVERNMENTAL ENTITIES AND PARTIES
TO CONTRACTS WITH EACH PARTY HERETO AS ARE NECESSARY FOR CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND (II) TO FULFILL ALL CONDITIONS
PRECEDENT APPLICABLE TO SUCH PARTY PURSUANT TO THIS AGREEMENT.
(B)