(O)
CLOSE OR SHUTDOWN ANY CASINO, HOTEL, RACETRACK OR OTHER FACILITY
OF THE COMPANIES EXCEPT FOR SUCH CLOSURE OR SHUTDOWNS WHICH ARE (I) REQUIRED BY
ACTION, ORDER, WRIT, INJUNCTION, JUDGMENT OR DECREE OR OTHERWISE REQUIRED BY
LAW; OR (II) DUE TO ACTS OF GOD OR OTHER FORCE MAJEURE EVENTS;
(P)
FAIL TO MAINTAIN, REPAIR AND KEEP IN GOOD OPERATING CONDITION (AND
COMMIT APPROPRIATE CAPITAL EXPENDITURES FOR SUCH PURPOSES) ALL CASINO, HOTEL,
RACETRACK AND OTHER FACILITIES OF THE COMPANIES IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE;
(Q)
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE AND WITH RESPECT TO THE LITIGATION SET FORTH IN SCHEDULE 7.1(O) OF THE
SELLERS DISCLOSURE SCHEDULES, SETTLE OR COMPROMISE ANY LITIGATION, OR RELEASE,
DISMISS OR OTHERWISE DISPOSE OF ANY CLAIM OR ARBITRATION OTHER THAN SETTLEMENTS
OR COMPROMISES OF LITIGATION, CLAIMS OR ARBITRATION, THAT INVOLVE THE PAYMENT OF
MONETARY DAMAGES NOT IN EXCESS OF $1,000,000 INDIVIDUALLY OR $5,000,000 IN THE
AGGREGATE BY THE COMPANIES AND DO NOT INVOLVE ANY MATERIAL INJUNCTIVE OR OTHER
NON-MONETARY RELIEF OR IMPOSE MATERIAL RESTRICTIONS ON THE BUSINESS OR
OPERATIONS OF THE COMPANIES;
(R)
WRITE UP OR WRITE DOWN THE VALUE OF ANY ASSET OR MAKE ANY
MATERIAL CHANGE IN FINANCIAL ACCOUNTING METHODS OR MATERIAL METHOD OF TAX
ACCOUNTING, PRINCIPLES OR PRACTICES MATERIALLY AFFECTING THE REPORTED
CONSOLIDATED ASSETS, LIABILITIES OR RESULTS OF OPERATIONS OF THE COMPANIES,
EXCEPT INSOFAR AS MAY HAVE BEEN REQUIRED BY A CHANGE IN OR INTERPRETATION OF
GAAP OR LAW;
(S)
(I) MAKE, AMEND OR REVOKE ANY MATERIAL TAX ELECTION, (II) SETTLE
OR COMPROMISE ANY MATERIAL TAX LIABILITY, CLAIM OR ASSESSMENT, OR AGREE TO ANY
ADJUSTMENT OF ANY MATERIAL TAX ATTRIBUTE, (III) FILE ANY AMENDED MATERIAL TAX
RETURN, (IV) ENTER INTO ANY MATERIAL
57
"CLOSING AGREEMENT" WITHIN THE MEANING OF SECTION 7121 OF THE CODE (OR ANY
MATERIAL COMPARABLE AGREEMENT UNDER STATE, LOCAL OR FOREIGN LAW), (V) SURRENDER
ANY RIGHT TO CLAIM A MATERIAL TAX REFUND, (VI) CONSENT TO WAIVE ANY STATUTE OF
LIMITATIONS WITH RESPECT TO MATERIAL TAXES;
(T)
ADOPT A PLAN OF COMPLETE OR PARTIAL LIQUIDATION, DISSOLUTION,
MERGER, CONSOLIDATION, RESTRUCTURING, RECAPITALIZATION OR OTHER REORGANIZATION
OF ANY OF THE COMPANIES OR APPROVE, AUTHORIZE OR ENTER INTO ANY AGREEMENT OR
UNDERSTANDING, OR LETTER OF INTENT OR AGREEMENT IN PRINCIPLE WITH RESPECT
THERETO, OTHER THAN WITH RESPECT TO THE EXCLUDED HOLDCO SUBSIDIARIES;
(U)
FAIL TO EXERCISE COMMERCIALLY REASONABLE EFFORTS TO KEEP IN FORCE
INSURANCE POLICIES OR REPLACEMENT OR REVISED PROVISIONS PROVIDING INSURANCE
COVERAGE WITH RESPECT TO ANY CASINOS AND ANY RELATED ASSETS AND ANY OTHER
MATERIAL ASSETS, OPERATIONS AND ACTIVITIES (INCLUDING CONSTRUCTION ACTIVITIES)
OF THE COMPANIES AS IS CURRENTLY IN EFFECT, OTHER THAN IMMATERIAL VARIATIONS IN
POLICIES IN THE ORDINARY COURSE CONSISTENT WITH PAST PRACTICE; OR
(V)
FAIL TO KEEP AND MAINTAIN AT LEAST SUCH INSURANCE AS MAY BE
REQUIRED BY THE DEBT FACILITIES; OR
(W)
AUTHORIZE, AGREE OR COMMIT TO DO ANY OF THE FOREGOING.
7.2.
Conduct of Blocker and AcquisitionCo.
Except for matters (x) set forth on Schedule 7.2 of the