SCHEDULE 6.9, SELLER HAS NO LIABILITIES.
6.10
CONTRACTS.
EACH CONTRACT AND LEASE IS VALID AND BINDING UPON
SELLER (AND, TO SELLER'S KNOWLEDGE, ON ALL OTHER PARTIES THERETO), IN ACCORDANCE
WITH ITS TERMS AND IS IN FULL FORCE AND EFFECT.
THERE IS NO BREACH OR VIOLATION
OF OR DEFAULT BY SELLER, OR TO THE BEST OF SELLER'S KNOWLEDGE, BY THE OTHER
PARTIES THERETO, UNDER ANY OF THE CONTRACTS OR LEASES, WHETHER OR NOT SUCH
BREACH, VIOLATION OR DEFAULT HAS BEEN WAIVED.
6.11
NO PROCEEDINGS.
THERE IS NO PROCEEDING AGAINST SELLER, PENDING
BEFORE ANY GOVERNMENTAL AUTHORITIES, OR AS TO WHICH SELLER HAS RECEIVED ANY
WRITTEN NOTICE OF ASSERTION OR, TO THE KNOWLEDGE OF SELLER ANY PROCEEDING
THREATENED, RELATING TO THE PURCHASED ASSETS.
6.12
GOVERNMENTAL APPROVALS.
EACH OF ITS DIRECTORS, OFFICERS,
STOCKHOLDERS, PERSONS PERFORMING MANAGEMENT FUNCTIONS SIMILAR TO OFFICERS
(COLLECTIVELY, "KEY PERSONS") HOLD ALL APPROVALS OF ALL GOVERNMENTAL AUTHORITIES
(INCLUDING ALL GAMING APPROVALS) NECESSARY TO CONDUCT THE BUSINESS AND
OPERATIONS CONDUCTED AT THE BUSINESS, INCLUDING, BUT NOT LIMITED TO, SELLER'S
GRANDFATHERED NON-CONFORMING UNRESTRICTED GAMING LICENSE, AND TO ENSURE THAT THE
PRESENT STRUCTURE, USE, OPERATION AND MAINTENANCE OF THE BUSINESS IS AUTHORIZED
BY, AND IN COMPLIANCE WITH GOVERNMENTAL REGULATIONS, INCLUDING, BUT NOT LIMITED
TO, TRUE AND CORRECT LEGIBLE COPIES OF ANY OR ALL CERTIFICATES OF OCCUPANCY (OR
THE EQUIVALENT), ANY OR ALL PERMITS, LICENSES AND OTHER AUTHORIZATIONS AND
ENTITLEMENTS ISSUED WITH RESPECT TO THE BUSINESS, AND EACH
PORTION OF SPACE IN THE BUSINESS OCCUPIED BY HOTEL GUESTS (COLLECTIVELY, THE
"PERMITS"), EACH OF WHICH IS IN FULL FORCE AND EFFECT AND NO EVENT HAS OCCURRED
WHICH MAY CAUSE, OR UPON THE GIVING OF NOTICE OR PASSAGE OF TIME OR BOTH, WOULD
CAUSE, REVOCATION, NON-RENEWAL, MODIFICATION, SUSPENSION, LIMITATION OR
TERMINATION OF ANY PERMIT THAT CURRENTLY IS IN EFFECT.
SELLER AND, TO THE
KNOWLEDGE OF SELLER, KEY PERSONS, ARE IN COMPLIANCE WITH THE TERMS OF THE
PERMITS.
THE BUSINESS IS NOT BEING CONDUCTED IN VIOLATION OF ANY LAW OF ANY
GOVERNMENTAL AUTHORITIES. SELLER HAS NOT RECEIVED A NOTICE OF ANY INVESTIGATION
OR REVIEW BY ANY GOVERNMENTAL AUTHORITIES WITH RESPECT TO THE PURCHASED ASSETS
THAT IS PENDING, AND, TO THE KNOWLEDGE OF SELLER, NO INVESTIGATION OR REVIEW IS
THREATENED, NOR HAS ANY GOVERNMENTAL AUTHORITY INDICATED ANY INTENTION TO
CONDUCT THE SAME.
SELLER HAS NOT RECEIVED ANY WRITTEN CLAIM, DEMAND, NOTICE,
COMPLAINT, ORDER FROM ANY GOVERNMENTAL AUTHORITY IN THE PAST THREE (3) YEARS
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 SELLER'S KNOWLEDGE, THERE ARE NO FACTS, WHICH IF
KNOWN TO THE GAMING AUTHORITIES, WOULD BE REASONABLY LIKELY TO RESULT IN THE
REVOCATION, LIMITATION OR SUSPENSION OF A PERMIT UNDER THE GAMING LAWS.
6.13
GAMING ASSETS.
SCHEDULE 6.13 HEREOF IS A TRUE AND COMPLETE LISTING
OF THE GAMING ASSETS LOCATED AT THE HOTEL AS OF THE EFFECTIVE DATE.
6.14
EMPLOYEES.
SCHEDULE 6.14 HEREOF SETS FORTH AS OF FEBRUARY 9, 2007,
THE NAMES AND JOB