(t) Gaming Approvals means all licenses, permits, approvals,
authorizations, registrations, findings of suitability, franchises, entitlements, waivers and exemptions (in each case, whether temporary or permanent) issued by any Gaming Authority or under Gaming Laws necessary for or relating to conduct of
gaming, gambling, racing, casino or similar activities or the manufacture, distribution, service or sale of alcoholic beverages or the ownership or the operation, management and development of any gaming, gambling, racing, casino or similar
operations.
(u) Gaming Authorities means any Governmental Authority with regulatory control and authority or
jurisdiction over the conduct of gaming, gambling, racing, casino or similar activities or the manufacture, distribution, service or sale of alcoholic beverages or the ownership, operation, management or development of any gaming, gambling, racing,
casino or similar operations, including the New York State Gaming Commission.
(v) Gaming Law means any foreign,
federal, tribal, state, county or local statute, law, ordinance, rule, regulation, permit, consent, approval, finding of suitability, license, judgment, order, decree, injunction or other authorization governing or relating to the conduct of gaming,
gambling, racing, casino or similar activities or the manufacture, distribution, service or sale of alcoholic beverages or the ownership, operation, management or development of any gaming, gambling, racing, casino or similar operations, including
the rules, regulations, and Orders of the Gaming Authorities.
(w) Governmental Authority means: (i) any federal,
state, local, municipal, foreign or international government or governmental authority, quasi-governmental entity of any kind, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court,
tribunal, arbitrator or arbitral body (public or private) or any body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, (ii) any
self-regulatory organization (including any stock exchange) or (iii) any political subdivision of any of the foregoing.
(x)
Hazardous Substances means: (i) any substance that is listed, classified or regulated as hazardous, toxic or a pollutant or contaminant (or words of similar import) under any Environmental Law or (ii) any petroleum
product or by-product, asbestos or asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive material or radon.
(y) Intellectual Property means all rights in and to intellectual property of any type or nature throughout the world,
including: (i) trademarks, service marks, brand names, Internet domain names, logos, trade dress, trade names, and other indicia of origin, and all goodwill associated therewith and symbolized thereby; (ii) proprietary works of authorship,
including works protected by copyright and proprietary industrial designs; (iii) patents and applications therefor, including divisions, continuations,
continuations-in-part and renewal applications, and including renewals, extensions, reexaminations and reissues; (iv) proprietary data, confidential information,
trade secrets and know-how; (v) domain names and social media identifiers and accounts, and (vi) software, in each case, including any registrations of, applications to register, and renewals and
extensions of, any of the foregoing with or by any Governmental Authority.
(z) Intervening Event means an event,
fact, development, circumstance or occurrence (but specifically excluding any Takeover Proposal or Superior Proposal) that improves the business, assets, operations or prospects of the Company or its Subsidiaries and that was not known or
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