ESCROW HOLDER AS A DEPOSIT
(TOGETHER WITH ANY INTEREST EARNED THEREON, THE "DEPOSIT").
UPON CLOSING, THE
DEPOSIT SHALL BE APPLICABLE TO THE PURCHASE PRICE.
UPON TERMINATION OF THIS
AGREEMENT, THE DEPOSIT SHALL BE PAYABLE PURSUANT TO SECTION 11.
ALL INTEREST
EARNED ON THE DEPOSIT SHALL INURE TO THE BENEFIT OF THE PARTY ENTITLED TO THE
DEPOSIT.
THE ESCROW HOLDER SHALL HOLD THE DEPOSIT IN AN INTEREST-BEARING
ACCOUNT IN A FEDERALLY INSURED COMMERCIAL BANK, MONEY MARKET ACCOUNT, OVERNIGHT
REPURCHASE AGREEMENTS, OR OTHER SIMILAR INVESTMENTS, SO LONG AS THE FUNDS ARE
AVAILABLE ON ONE (1) BUSINESS DAY'S NOTICE.
2.2
DISPUTES.
IF THERE IS A DISPUTE BETWEEN THE PARTIES CONCERNING
SELLER'S OR PURCHASER'S RIGHT TO RECEIVE THE DEPOSIT, THE ESCROW HOLDER SHALL
CONTINUE TO HOLD THE DEPOSIT IN AN INTEREST-BEARING ACCOUNT, IN ACCORDANCE WITH
THE TERMS OF THIS SECTION 2, UNTIL THE DISPUTE IS RESOLVED BY SELLER AND
PURCHASER OR UNTIL OTHERWISE DIRECTED BY A COURT OF COMPETENT JURISDICTION.
IN
THE ALTERNATIVE, THE ESCROW HOLDER MAY INTERPLEAD THE DEPOSIT WITH ANY COURT
HAVING JURISDICTION OVER THE PARTIES AND LOCATED IN THE STATE OF NEVADA.
IN THE
EVENT OF THE EXERCISE BY ESCROW HOLDER OF ITS OBLIGATIONS OR RIGHTS HEREUNDER,
BOTH SELLER AND PURCHASER, EACH ON ITS RESPECTIVE BEHALF, COVENANT AND AGREE TO
INDEMNIFY AND HOLD THE ESCROW HOLDER HARMLESS FROM AND AGAINST ANY LOSSES,
CLAIMS, DAMAGE OR COSTS (INCLUDING COUNSEL AND FILING FEES) INCURRED UNDER THIS
AGREEMENT EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF ESCROW HOLDER.
3.
PURCHASED ASSETS AND EXCLUDED ASSETS.
3.1
PURCHASED ASSETS.
ON THE TERMS AND SUBJECT TO THE CONDITIONS
CONTAINED IN THIS AGREEMENT, PURCHASER AGREES TO PURCHASE AND ACCEPT FROM
SELLER, AND SELLER AGREES TO SELL, ASSIGN, TRANSFER, CONVEY AND DELIVER TO
PURCHASER AT CLOSING, ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN AND TO THE
FOLLOWING ASSETS FREE AND CLEAR OF ALL LIENS AND SECURITY INTERESTS (THE
"PURCHASED ASSETS"):
(A)
FURNITURE, FURNISHINGS, FIXTURES, TELEVISIONS, KITCHEN AND OTHER
EQUIPMENT AND NON-CONSUMABLE ITEMS LOCATED IN THE HOTEL OR USED IN THE OPERATION
OF THE BUSINESS (COLLECTIVELY, "FF&E");
(B)
AN ASSORTMENT OF OPERATING INVENTORIES AND SUPPLIES CONSISTING OF
HOUSEKEEPING AND LAUNDRY SUPPLIES, FOOD AND BEVERAGE STOCK, PAPER AND ACCOUNTING
SUPPLIES AND SIMILAR CONSUMABLE ITEMS (COLLECTIVELY, THE "OPERATING SUPPLIES");
(C)
ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN AND TO ALL ADVANCE
RESERVATIONS, BOOKINGS FOR USE OF BANQUET FACILITIES, THE RESTAURANT AND ANY
MEETING ROOMS, AND OTHER DEPOSITS;
(D)
ANY TELEPHONE NUMBERS, FACSIMILE NUMBERS, EMAIL ADDRESSES,
WEBSITES OR OTHER COMMUNICATION ASSETS USED PRIMARILY IN CONNECTION WITH
SELLER'S BUSINESS;
(E)
ALL COMPUTER HARDWARE, SOFTWARE AND ACCESSORIES;
(F)
THE GAMING ASSETS (THE "GAMING ASSETS") (TOGETHER WITH ITEMS
(A) THROUGH (E) COLLECTIVELY, THE "PERSONAL PROPERTY");
(G)
ANY CONTRACTS AND LEASES WHICH PURCHASER AGREES TO ASSUME PURSUANT
TO SECTION 5.1;
(H)
ALL INTANGIBLE PERSONAL PROPERTY OWNED BY SELLER AND USED
PRIMARILY OR EXCLUSIVELY IN CONNECTION WITH THE OPERATION OF SELLER'S BUSINESS,
INCLUDING WITHOUT LIMITATION ALL RIGHTS TO THE NAME "SPEEDWAY HOTEL AND CASINO",
AND ALL OTHER PLANS, SPECIFICATIONS, DRAWINGS,