AS NOW OR HEREAFTER IN EFFECT (OR ANY SUCCESSOR
LEGISLATION THERETO).
1.15
"ESCROW HOLDBACK" SHALL EQUAL THE SUM OF SEVENTY-FIVE THOUSAND
DOLLARS ($75,000).
1.16
"Establishment License" shall mean a Type V license to operate
Devices at a qualified truck stop facility as defined in the Video Draw Poker
Devices Control Law, Louisiana Revised Statutes, Title 27:301 et seq., and in
Chapter 42 of the Louisiana Administrative Code, both as amended from time to
time, for the Premises.
1.17
"EXCLUDED ASSETS" SHALL MEAN THOSE ASSETS OF THE COMPANY WHICH ARE
RESERVED UNTO SELLERS, THAT SHALL NOT BE CONVEYED TO PURCHASER AT THE CLOSING,
WHICH ARE MORE FULLY DESCRIBED IN SCHEDULE 1.17.
3
1.18
"EXCLUDED LIABILITIES" SHALL MEAN THOSE LIABILITIES OF THE COMPANY
WHICH SHALL BE ASSIGNED AND TRANSFERRED ON OR BEFORE THE CLOSING TO THE SELLERS,
WHICH SHALL NOT BE LIABILITIES OR OBLIGATIONS OF THE COMPANY NOR CONVEYED TO
PURCHASER UPON THE CLOSING, WHICH ARE MORE FULLY DESCRIBED IN SCHEDULE 1.18.
1.19
"INDEBTEDNESS" MEANS AT A PARTICULAR TIME, WITHOUT DUPLICATION,
(I) ANY INDEBTEDNESS FOR BORROWED MONEY OR ISSUED IN SUBSTITUTION FOR OR
EXCHANGE OF INDEBTEDNESS FOR BORROWED MONEY, (II) ANY INDEBTEDNESS EVIDENCED BY
ANY NOTE, BOND, DEBENTURE OR OTHER DEBT INSTRUMENT, (III) ANY INDEBTEDNESS FOR
THE DEFERRED PURCHASE PRICE OF PROPERTY OR SERVICES WITH RESPECT TO WHICH A
PERSON IS LIABLE, CONTINGENTLY OR OTHERWISE, AS OBLIGOR OR OTHERWISE (OTHER THAN
TRADE PAYABLES AND OTHER CURRENT LIABILITIES INCURRED IN THE ORDINARY COURSE OF
BUSINESS WHICH ARE NOT MORE THAN 30 DAYS PAST DUE, (IV) ANY COMMITMENT BY WHICH
A PERSON INSURES A CREDITOR AGAINST LOSS (INCLUDING, WITHOUT LIMITATION,
CONTINGENT REIMBURSEMENT OBLIGATIONS WITH RESPECT TO LETTERS OF CREDIT), (V) ANY
OBLIGATIONS FOR WHICH A PERSON IS OBLIGATED PURSUANT TO A GUARANTEE, (VI) ANY
OBLIGATIONS UNDER CAPITALIZED LEASES WITH RESPECT TO WHICH A PERSON IS LIABLE,
CONTINGENTLY OR OTHERWISE, AS OBLIGOR, GUARANTOR OR OTHERWISE, OR WITH RESPECT
TO WHICH OBLIGATIONS A PERSON ASSURES A CREDITOR AGAINST LOSS, (VII) ANY
INDEBTEDNESS SECURED BY A LIEN ON A PERSON'S ASSETS AND (VIII) NET OBLIGATIONS
UNDER HEDGING ARRANGEMENTS (INCLUDING WITHOUT LIMITATION DERIVATIVES) DESIGNED
TO PROTECT A PERSON AGAINST FLUCTUATIONS IN INTEREST RATES, CURRENCY EXCHANGE
RATES, COMMODITY PRICES OR OTHER FINANCIAL TRANSACTIONS.
1.20
"INVESTMENT" AS APPLIED TO ANY PERSON MEANS (I) ANY DIRECT OR
INDIRECT OWNERSHIP, PURCHASE OR OTHER ACQUISITION BY SUCH PERSON OF ANY NOTES,
OBLIGATIONS, INSTRUMENTS, STOCK, SECURITIES OR OWNERSHIP INTERESTS (INCLUDING
PARTNERSHIP INTERESTS, MEMBERSHIP INTERESTS AND JOINT VENTURE INTERESTS) OF ANY
OTHER PERSON AND (II) ANY CAPITAL CONTRIBUTION BY SUCH PERSON TO ANY OTHER
PERSON.
1.21
"KNOWLEDGE" OR ANY DERIVATION THEREOF, SHALL MEAN, KNOWLEDGE OF A
CONDITION OR SET OF FACTS AS HAS BEEN OBTAINED FROM ANY SOURCE, INCLUDING,
REGARDLESS OF ANY COMMON LAW OR STATUTORY DEFINITION OF THE FOREGOING,
INFORMATION WHICH WOULD CAUSE A REASONABLE PERSON TO INQUIRE FURTHER.
AS TO ANY
ENTITY, "KNOWLEDGE" SHALL INCLUDE THE KNOWLEDGE OF EACH OFFICER, OWNER, DIRECTOR
OR MANAGER THEREOF.
1.22
"LIEN" MEANS ANY MORTGAGE, DEED OF TRUST, PLEDGE, SECURITY
INTEREST, ENCUMBRANCE, LIEN, CHARGE OR OTHER RESTRICTION