Seller.
15.13. Matters of Drafting
Whenever in this Agreement any words of obligation or duty are used in
connection with either party, such words shall have the same force and effect as
though framed in the form of express covenants on the part of the party
obligated.
Masculine or feminine pronouns shall be substituted for the neuter form and vice
versa, and the plural shall be substituted for the singular form and vice versa,
in any place or places herein in which the context requires such substitution or
substitutions.
15.14. Time of Essence
Time is of the essence of this Agreement and all of the terms, provisions,
covenants and conditions hereof.
15.15. Nonwaiver
The failure to enforce or the delay in enforcement of any provision of this
Agreement by a party hereto or the failure of a party hereto to exercise any
right hereunder shall in no way be construed to be a waiver of such provision or
right (or of any other provision or right hereof whether of a similar or
dissimilar nature) unless such party expressly waives such provision or right in
writing.
41
In Witness Whereof, this Agreement has been duly executed and delivered as of
the date first above written.
BUYER:
NEVADA GOLD VICKSBURG, LLC
By:
/s/ Robert B. Sturges, CEO
Nevada Gold & Casinos, Inc.
Its:
Member
SELLER:
COLUMBIA PROPERTIES VICKSBURG, LLC
By:
/s/ Columbia Properties Vicksburg, LLC
GUARANTY
Columbia Sussex Corporation, a Kentucky corporation ("CSC") hereby guarantees
the prompt payment and performance of the Seller's indemnity obligations
contained in Section 9.03 of the Agreement, as limited by the express terms and
conditions of Article IX therein. Except as provided in the foregoing sentence,
CSC is not liable for any obligation of the Seller under the foregoing
Agreement.
COLUMBIA SUSSEX CORPORATION
By: /s/ William J. Yung
William J. Yung, President
42
LIST OF EXHIBITS
EXHIBIT A
Legal Description
EXHIBIT A-1
Survey
EXHIBIT B
Operating Agreements
EXHIBIT C
Promissory Note
EXHIBIT D
Purchase Price Allocation
EXHIBIT E
Passenger/Delivery Vehicles
EXHIBIT F
Notices of Violation
EXHIBIT G
Licenses and Permits
EXHIBIT H
Operating Agreements to be Terminated at Closing
EXHIBIT I
Leases to be Assumed
EXHIBIT J
Trademarks and Service Marks
EXHIBIT K
Employee Positions
EXHIBIT L
FCC License(s)
EXHIBIT M
Corp of Engineers Permit(s)
EXHIBIT N
Buyer's Principal Information Statement and Buyer's Financial Statement and
Certificate
EXHIBIT O
Escrow Agreement
EXHIBIT P-1
System Marks
EXHIBIT P-2
Licensed Marks
EXHIBIT Q
Purpose of Marks
EXHIBIT R
Excluded Software
EXHIBIT S
Historic Operating Agreements
EXHIBIT T
Reserved
EXHIBIT U
Special Warranty Deed
EXHIBIT V
Bill of Sale Personal Property
EXHIBIT V-1
Excluded Personal Property
EXHIBIT V-2
Bill of Sale
EXHIBIT W
Assignment and Assumption of Operating Agreements/Lease
EXHIBIT X
Assignment and Assumption of Reservations and Frequent Player Awards
EXHIBIT Y
Assignment and Assumption of Master Agreement and Release/Replacement Guaranty
EXHIBIT Z
Non-Foreign Affidavit
EXHIBIT AA
Vessel Bill of Sale
EXHIBIT BB
FCC License Assignment
EXHIBIT CC
Reserved
EXHIBIT DD
Reserved
EXHIBIT EE
Update of Warranties