PROCEDURE FOR COUNTING AND DETERMINING THE VALUE OF
THE FOLLOWING FOR WHICH SELLER SHALL RECEIVE A CREDIT AT CLOSING:
(A)
THE TRAY LEDGER;
(B)
THE HOUSE FUNDS;
(C)
THE OPERATING SUPPLIES;
(D)
ALL ACCOUNTS RECEIVABLE;
(C)
SELLER'S DEPOSITS; AND
(D)
THE MARKERS.
12.4
ADJUSTMENT FOR PROGRESSIVE LIABILITIES.
SELLER SHALL, ON THE
CLOSING STATEMENT, CREDIT PURCHASER FOR AN AMOUNT EQUAL TO THE AMOUNTS SHOWN AS
OF THE CLOSING DATE ON THE METERS OF:
(A)
THE HOTEL'S IN-HOUSE PROGRESSIVE SLOT MACHINES;
(B)
THE HOTEL'S TABLE GAMES WITH AN IN-HOUSE PROGRESSIVE JACKPOT
FEATURE AS OF THE CLOSING DATE; AND
(C)
THE HOTEL'S OTHER GAMES WITH AN IN-HOUSE PROGRESSIVE FEATURE.
12.5
ROOM RESERVATIONS.
PURCHASER WILL HONOR THE TERMS AND RATES OF ALL
PRE-CLOSING DATE ROOM RESERVATIONS (IN ACCORDANCE WITH THEIR TERMS) AT THE HOTEL
MADE IN THE ORDINARY COURSE OF BUSINESS BY GUESTS OR CUSTOMERS, INCLUDING
ADVANCE RESERVATION CASH DEPOSIT, FOR ROOMS OR SERVICES CONFIRMED BY SELLER FOR
DATES AFTER THE CLOSING DATE.
PURCHASER SHALL RECEIVE A CREDIT FOR SUCH DEPOSIT
AT CLOSING. PURCHASER RECOGNIZES THAT SUCH RESERVATIONS MAY INCLUDE DISCOUNTS OR
OTHER BENEFITS, INCLUDING, WITHOUT LIMITATION, BENEFITS UNDER FREQUENT PLAYER OR
CASINO AWARDS PROGRAMS, GROUP DISCOUNTS, OTHER DISCOUNTS OR REQUIREMENTS THAT
FOOD, BEVERAGE OR OTHER BENEFITS BE DELIVERED BY PURCHASER TO THE
GUEST(S) HOLDING SUCH RESERVATIONS.
PURCHASER WILL HONOR ALL ROOM ALLOCATION
AGREEMENTS AND BANQUET FACILITY AND SERVICE AGREEMENTS WHICH HAVE BEEN GRANTED
TO GROUPS, PERSONS OR OTHER CUSTOMERS FOR PERIODS AFTER THE CLOSING DATE AT THE
RATES AND TERMS PROVIDED IN SUCH AGREEMENTS PROVIDED THAT SUCH AGREEMENTS WERE
MADE IN THE ORDINARY COURSE OF BUSINESS.
PURCHASER AGREES THAT SELLER CANNOT
MAKE AND HAS MADE NO REPRESENTATION OR WARRANTY THAT ANY PARTY HOLDING A
RESERVATION OR AGREEMENT FOR ROOMS, FACILITIES OR SERVICES WILL UTILIZE SUCH
RESERVATION OR HONOR SUCH AGREEMENT.
PURCHASER, BY THE EXECUTION HEREOF,
ASSUMES THE RISK OF NON-UTILIZATION OF RESERVATIONS AND NON-PERFORMANCE OF SUCH
AGREEMENTS FROM AND AFTER THE CLOSING DATE.
12.6
GUESTS' SAFE DEPOSIT BOXES.
PURCHASER SHALL BE RESPONSIBLE FOR ALL
GUEST SAFETY DEPOSIT BOXES FROM AND AFTER THE CLOSING DATE.
12.7
GUESTS' VEHICLES AND BAGGAGE.
PRIOR TO THE CLOSING DATE, SELLER
AND PURCHASER SHALL TAKE INVENTORY OF:
(I) ALL BAGGAGE, SUITCASES, LUGGAGE,
VALISES AND TRUNKS OF HOTEL GUESTS CHECKED OR LEFT IN THE CARE OF SELLER;
(II) ALL LUGGAGE OR OTHER PROPERTY OF GUESTS RETAINED BY SELLER AS SECURITY FOR
UNPAID ACCOUNTS RECEIVABLE; (III) THE CONTENTS OF THE BAGGAGE STORAGE ROOM AND
(IV) ALL MOTOR VEHICLES THAT WERE CHECKED AND PLACED IN THE CARE OF SELLER AT
THE HOTEL; PROVIDED, HOWEVER, THAT NO SUCH BAGGAGE, SUITCASES, LUGGAGE, VALISES
OR TRUNKS SHALL BE OPENED. EXCEPT FOR THE PROPERTY REFERRED TO IN (II) ABOVE,
WHICH SHALL BE REMOVED FROM THE REAL PROPERTY BY SELLER WITHIN TEN (10) DAYS
AFTER THE CLOSING DATE, ALL SUCH BAGGAGE AND OTHER ITEMS SHALL BE MARKED OR
SEALED IN A MANNER TO BE AGREED UPON BY THE PARTIES AND LISTED IN AN INVENTORY
PREPARED AND SIGNED JOINTLY BY SAID REPRESENTATIVES OF SELLER AND PURCHASER AS