AND THE ASSUMPTION BY LUCKY LUCY OF THE RAMADA AGREEMENTS IN
CONNECTION THEREWITH.
PURCHASER AND LUCKY LUCY SHALL JOINTLY AND SEVERALLY SEEK
TO HAVE LUCKY LUCY ASSUME TO RAMADA AGREEMENTS AND TO OBTAIN ALL CONSENTS
REQUIRED BY THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ASSET
PURCHASE AGREEMENT.
PURCHASER AND LUCKY LUCY SHALL JOINTLY AND SEVERALLY PAY
ALL APPLICATION AND INITIATION FEES AND OTHER COSTS IN CONNECTION WITH SUCH
ASSUMPTION AND CONSENTS.
PROVIDED THAT PURCHASER AND LUCKY LUCY DILIGENTLY SEEK
TO HAVE LUCKY LUCY ASSUME THE RAMADA AGREEMENTS AND TO OBTAIN ALL REQUIRED
CONSENTS, PURCHASER'S AND LUCKY LUCY'S JOINT AND SEVERAL LIABILITY WITH RESPECT
TO THE RAMADA AGREEMENTS, IN THE EVENT THAT LUCKY LUCY IS UNABLE TO ASSUME THE
RAMADA AGREEMENTS FOR ANY REASON, SHALL BE LIMITED TO ONE HUNDRED THOUSAND
DOLLARS ($100,000), AND SELLER SHALL PAY ALL OTHER AMOUNTS DUE THEREUNDER AS A
RESULT OF THE TERMINATION OF THE RAMADA AGREEMENTS.
ALTHOUGH LUCKY LUCY IS NOT
A PARTY TO THIS AGREEMENT, LUCKY LUCY IS JOINTLY AND SEVERALLY LIABLE FOR
PURCHASER'S OBLIGATIONS UNDER THIS SECTION 20 PURSUANT TO THE TERMS AND
CONDITIONS OF THE ASSET PURCHASE AGREEMENT.
21.
MISCELLANEOUS.
21.1
BUSINESS DAY.
IF THE DATE ON WHICH EITHER PURCHASER OR SELLER IS
REQUIRED TO TAKE ACTION UNDER THIS AGREEMENT IS NOT A BUSINESS DAY, THE ACTION
SHALL BE TAKEN ON THE NEXT SUCCEEDING BUSINESS DAY.
21.2
CAPTIONS.
THE CAPTIONS OF THE VARIOUS SECTIONS AND PARAGRAPHS OF
THIS AGREEMENT HAVE BEEN INSERTED ONLY FOR THE PURPOSE OF CONVENIENCE; SUCH
CAPTIONS ARE NOT A PART OF THIS AGREEMENT AND SHALL NOT BE DEEMED IN ANY MANNER
TO MODIFY, EXPLAIN, ENLARGE OR RESTRICT ANY OF THE PROVISIONS OF THIS AGREEMENT.
21.3
DISCLOSURE.
SELLER AND PURCHASER AGREE THAT THE PROPOSED TERMS AND
CONDITIONS, AND ALL INFORMATION (OTHER THAN INFORMATION WHICH IS A MATTER OF
PUBLIC RECORD OR IS PROVIDED BY OTHER SOURCES READILY AVAILABLE TO THE PUBLIC)
SHARED OR DEVELOPED IN THE CONTEXT OF THIS TRANSACTION, SHALL BE KEPT STRICTLY
CONFIDENTIAL, EXCEPT THAT PURCHASER ACKNOWLEDGES THAT SELLER'S PARENT COMPANY
MAY DESCRIBE THE TERMS HEREOF (AS WELL AS PROVIDE COPIES OF THIS AGREEMENT) IN
REPORTS THAT THE PARENT IS REQUIRED TO FILE WITH GOVERNMENTAL AUTHORITIES, THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND SELLER'S FINANCIERS,
ATTORNEYS AND ACCOUNTANTS.
ANY PUBLIC DISCLOSURES, PRESS RELEASES, OR
ANNOUNCEMENTS CONCERNING THIS AGREEMENT AND THE SALE CONTEMPLATED HEREIN SHALL
BE APPROVED UNANIMOUSLY BY THE PARTIES IN WRITING IN THE EXERCISE OF EACH
PARTY'S REASONABLE DISCRETION.
EITHER PARTY MAY DISCLOSE ANY ITEMS REQUIRED BY
NEVADA GAMING AUTHORITIES, OR ANY OTHER GAMING REGULATORS HAVING JURISDICTION
OVER SELLER.
PURCHASER MAY DISCLOSE SUCH NON-PUBLIC INFORMATION TO ITS
ATTORNEYS, SURVEYORS, ENGINEERS, FINANCIAL ADVISORS, INVESTORS AND LENDERS AS
NECESSARY TO EVALUATE THE REAL PROPERTY.
PURCHASER AGREES THAT WHILE IN
POSSESSION OF MATERIAL NON-PUBLIC INFORMATION CONCERNING SELLER, PURCHASER WILL
NOT TRADE IN THE SECURITIES OF SELLER NOR TIP OR ADVISE OTHERS WITH RESPECT TO
SUCH TRADING.
21.4
INVALIDITY.
IF ANY TERM OR OTHER PROVISION OF THIS AGREEMENT IS
INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED BY