AND
DELIVERY OF THIS AGREEMENT BY SELLER OR THE CONSUMMATION BY SELLER OF THE
TRANSACTIONS TO WHICH IT IS OR THEY ARE A PARTY THAT ARE CONTEMPLATED HEREBY OR
THEREBY, EXCEPT FOR (A) THE FILING OF THE PRE-MERGER NOTIFICATION REPORT UNDER
THE HSR ACT, (B) ANY APPROVALS AND FILING OF NOTICES REQUIRED UNDER THE GAMING
LAWS APPLICABLE TO BUYER OR SELLER, (C) SUCH CONSENTS, APPROVALS, ORDERS,
AUTHORIZATIONS, PERMITS, FILINGS, OR REGISTRATIONS RELATED TO, OR ARISING OUT
OF, COMPLIANCE WITH STATUTES, RULES OR REGULATIONS REGULATING THE CONSUMPTION,
SALE OR SERVING OF ALCOHOLIC BEVERAGES, (D) SUCH CONSENTS, APPROVALS, ORDERS,
AUTHORIZATIONS, REGISTRATIONS, DECLARATIONS AND FILINGS AS MAY BE REQUIRED UNDER
APPLICABLE STATE SECURITIES LAWS OR (E)
SUCH OTHER FILINGS, CONSENTS,
APPROVALS, ORDERS, REGISTRATIONS AND DECLARATIONS AS MAY BE REQUIRED UNDER THE
LAWS OF ANY JURISDICTION IN WHICH SELLER CONDUCTS ANY BUSINESS OR OWNS ANY
ASSETS THE FAILURE OF WHICH TO MAKE OR OBTAIN WOULD NOT BE REASONABLY LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT ON SELLER.
(B)
BROKERS. NEITHER OF SELLER NOR ANY
REPRESENTATIVE OF SELLER HAS EMPLOYED ANY BROKER, FINANCIAL ADVISOR OR FINDER OR
INCURRED ANY LIABILITY FOR ANY BROKERAGE FEES, COMMISSIONS OR FINDER'S FEES IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT THAT
SELLER HAS RETAINED CB RICHARD ELLIS AS FINANCIAL ADVISOR AND SELLER SHALL BE
RESPONSIBLE FOR ANY COMPENSATION DUE TO CB RICHARD ELLIS AS A RESULT OF SUCH
ARRANGEMENT.
SELLER AGREES TO INDEMNIFY, SAVE AND HOLD HARMLESS BUYER FROM AND
AGAINST ANY DAMAGES (DEFINED HEREIN) THAT ARISE OUT OF OR ARE RELATED TO A
BREACH OF THE REPRESENTATION AND WARRANTY OR THE INACCURACY OF THE
REPRESENTATION MADE BY SELLER TO BUYER IN THIS SECTION 3.1(B).
(C)
ENVIRONMENTAL MATTERS.
TO THE KNOWLEDGE OF
SELLER, THE HOTEL/CASINO IS NOT IN MATERIAL VIOLATION OF ANY APPLICABLE
ENVIRONMENTAL LAWS, OTHER THAN AS DISCLOSED IN THE PHASE I REPORT; PROVIDED,
HOWEVER, THAT SELLER MAKES NO REPRESENTATION REGARDING THE PRESENCE OF
ASBESTOS-CONTAINING BUILDING MATERIALS AND LEAD-BASED PAINTS ON THE
HOTEL/CASINO.
Section 3.2
Representations and Warranties
of Buyer.
Buyer represents and warrants to Seller that the statements contained
in this Section 3.2 are true and correct as of the date of this Agreement and
shall be true and correct as of the Speakeasy Closing.
(A)
AUTHORITY; NO CONFLICT; REQUIRED FILINGS
AND CONSENTS.
(I)
OTHER THAN OBTAINING BOARD APPROVAL
(DEFINED HEREIN), BUYER HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO ENTER
INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND, BUT FOR BOARD
APPROVAL, THE CONSUMMATION BY BUYER OF THE TRANSACTIONS TO WHICH IT IS A PARTY
THAT ARE CONTEMPLATED BY THIS AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY CORPORATE ACTION ON THE PART OF BUYER.
THIS AGREEMENT HAS BEEN DULY
EXECUTED AND DELIVERED BY BUYER AND CONSTITUTES THE VALID AND BINDING OBLIGATION
OF BUYER, ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH ITS TERMS, SUBJECT, AS TO
ENFORCEMENT, TO (A) APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR SIMILAR LAWS NOW OR HEREINAFTER IN EFFECT AFFECTING