SUCH MEMBER, THE
PRINCIPAL PURPOSES FOR THE ESTABLISHMENT AND/OR USE OF SUCH MEMBER DO NOT
INCLUDE AVOIDANCE OF THE ONE HUNDRED (100) PARTNER LIMITATION SET FORTH IN
TREASURY REGULATION SECTION 1.7704-1(H)(1)(II); OR
[III]
WITH REGARD TO EACH BENEFICIAL OWNER OF SUCH MEMBER, NOT MORE
THAN 75 PERCENT OF THE VALUE OF SUCH BENEFICIAL OWNER'S INTEREST IN SUCH MEMBER
IS ATTRIBUTABLE TO SUCH MEMBER'S INTEREST.
[B]
IN THE EVENT THAT A MEMBER'S REPRESENTATION PURSUANT TO SECTION
6.13(A) SHALL AT ANY TIME FAIL TO BE TRUE, OR THE INFORMATION SET FORTH IN A
NOTICE PROVIDED BY SUCH MEMBER TO THE COMPANY PURSUANT TO SECTION 6.13(A) SHALL
CHANGE, SUCH MEMBER SHALL PROMPTLY (AND IN ANY EVENT WITHIN 10 DAYS) NOTIFY THE
COMPANY OF SUCH FACT AND SHALL PROMPTLY THEREAFTER DELIVER TO THE COMPANY ANY
INFORMATION REGARDING SUCH MEMBER AND ITS BENEFICIAL OWNERS REASONABLY REQUESTED
BY COUNSEL TO THE COMPANY FOR PURPOSES OF DETERMINING THE NUMBER OF THE
COMPANY'S "PARTNERS" WITHIN THE MEANING OF TREASURY REGULATION SECTION
1.7704-1(H).
[C]
EACH MEMBER ACKNOWLEDGES THAT THE BOARD OF MANAGERS WILL RELY UPON
SUCH MEMBER'S REPRESENTATIONS, NOTICES AND OTHER INFORMATION AS SET FORTH IN
THIS SECTION 6.13 FOR PURPOSES OF DETERMINING WHETHER PROPOSED TRANSFERS OF
INTERESTS MAY CAUSE THE COMPANY TO BE TREATED AS A "PUBLICLY TRADED PARTNERSHIP"
WITHIN THE MEANING OF SECTION 7704 OF THE CODE AND THAT FAILURE BY A MEMBER TO
SATISFY ITS OBLIGATIONS UNDER THIS SECTION 6.13 MAY CAUSE THE COMPANY TO BE
TREATED AS A CORPORATION FOR FEDERAL, STATE OR LOCAL TAX PURPOSES.
6.14
ACQUIRED ADW PLATFORM.
IF CDI OR MEC DIRECTLY OR INDIRECTLY
ACQUIRES 5% OR MORE OF THE OWNERSHIP INTEREST OF AN ADW PLATFORM OR BUSINESS,
ANY ADW CONTENT RIGHTS, POINT TO POINT CONTENT RIGHTS, REBATE CONTENT RIGHTS OR
TELEVISION RIGHTS OWNED OR LICENSED BY THE ACQUIRED ADW PLATFORM OR BUSINESS
(COLLECTIVELY, THE "ACQUIRED RIGHTS") SHALL BE LICENSED OR TRANSFERRED TO THE
COMPANY UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT SUCH THAT THE ACQUIRED
RIGHTS WOULD BE AVAILABLE TO BOTH CDI AND MEC (AND HRTV ENTITY IN THE CASE OF
TELEVISION RIGHTS) UNDER THE SAME TERMS AND CONDITIONS.
IF ALL OR ANY PORTION
OF THE ACQUIRED RIGHTS MAY NOT BE SO LICENSED OR TRANSFERRED TO THE COMPANY
BECAUSE OF CONTRACTUAL RESTRICTIONS BINDING ON THE ACQUIRED ADW PLATFORM OR
BUSINESS, THE ACQUIRING PARTY SHALL CAUSE THE ACQUIRED ADW PLATFORM OR BUSINESS,
AND CDI ADW OR XPRESSBET, AS APPLICABLE, TO (I) NOT PROCESS OR ACCEPT ANY WAGERS
ON THE APPLICABLE ACQUIRED RIGHTS AND (II) NOT LICENSE OR TRANSFER THE
APPLICABLE ACQUIRED RIGHTS TO ANY THIRD PARTY, IN EACH CASE, UNTIL SUCH
CONTRACTUAL RESTRICTIONS HAVE BEEN ELIMINATED AND THE ACQUIRED RIGHTS LICENSED
OR TRANSFERRED TO COMPANY.
23
6.15
PERMITTED COMMUNICATIONS.
NEITHER CDI, CDI SUB, MEC NOR MEC SUB
SHALL MAKE ANY PUBLIC STATEMENT(S) WITHOUT PRIOR APPROVAL OF THE OTHER PARTIES
WITH REGARD TO (I) THE COMPANY, OR (II) ANY OTHER PARTY IN CONNECTION WITH ANY
BUSINESS VENTURE OR PROPOSED BUSINESS VENTURE BETWEEN THE PARTIES, EXCEPT AS MAY
BE REQUIRED BY LAW