Exhibit 10.1
ASSET PURCHASE AGREEMENT
DATED AS OF DECEMBER 1, 2010
BY AND AMONG
DELTA INVESTMENTS & DEVELOPMENT, LLC,
AS PURCHASER, AND
COLUMBIA PROPERTIES VICKSBURG, LLC
AS SELLER
TABLE OF CONTENTS
Page
ARTICLE I Definitions
1
1.1
CERTAIN DEFINITIONS
1
1.2
OTHER DEFINITIONAL AND INTERPRETIVE MATTERS
9
ARTICLE II Purchase and Sale of Assets; Assumption of Liabilities
10
2.1
PURCHASE AND SALE OF ASSETS
10
2.2
EXCLUDED ASSETS
11
2.3
ASSUMPTION OF LIABILITIES
12
2.4
EXCLUDED LIABILITIES
12
2.5
PROCEDURES FOR ASSUMPTION OF AGREEMENTS
12
2.6
FURTHER CONVEYANCES AND ASSUMPTIONS
13
2.7
BULK SALES LAW
14
ARTICLE III Consideration
14
3.1
CONSIDERATION
14
3.2
ESCROWED FUNDS
14
3.3
PAYMENT OF PURCHASE PRICE; ASSUMPTION OF ASSUMED LIABILITIES
14
3.4
RESERVED
14
ARTICLE IV Closing and Termination
14
4.1
CLOSING DATE
14
4.2
DELIVERIES BY THE SELLER
15
4.3
DELIVERIES BY PURCHASER
15
4.4
TERMINATION OF AGREEMENT
16
4.5
PROCEDURE UPON TERMINATION
17
4.6
EFFECT OF TERMINATION
17
ARTICLE V Representations and Warranties of the Seller
18
5.1
THE SELLER'S REPRESENTATIONS AND WARRANTIES
18
5.2
ORGANIZATION AND GOOD STANDING
18
5.3
AUTHORIZATION OF AGREEMENT
18
5.4
CONFLICTS; CONSENTS OF THIRD PARTIES
19
5.5
TITLE TO PURCHASED ASSETS
19
5.6
FINANCIAL STATEMENTS
19
5.7
ABSENCE OF CERTAIN CHANGES OR EVENTS
20
5.8
PROPERTY
20
5.9
AGREEMENTS, CONTRACTS AND COMMITMENTS
20
5.10
LITIGATION; ORDERS
21
5.11
ENVIRONMENTAL MATTERS
21
5.12
LABOR MATTERS
21
5.13
EMPLOYEE BENEFITS
22
5.14
FINANCIAL ADVISORS
23
5.15
PERMITS; COMPLIANCE WITH LAWS
23
5.16
TAXES
23
5.17
VESSEL
24
i
5.18
ACCOUNTS AND NOTES RECEIVABLE AND PAYABLE
24
5.19
NO OTHER REPRESENTATIONS OR WARRANTIES; SCHEDULES
25
ARTICLE VI Representations and Warranties of Purchaser
25
6.1
PURCHASER'S REPRESENTATIONS AND WARRANTIES
25
6.2
ORGANIZATION AND GOOD STANDING
26
6.3
AUTHORIZATION OF AGREEMENT
26
6.4
CONFLICTS; CONSENTS OF THIRD PARTIES
26
6.5
LITIGATION
27
6.6
FINANCIAL ADVISORS
27
6.7
FINANCIAL CAPABILITY
27
6.8
LICENSABILITY OF PURCHASER AND PRINCIPALS
27
6.9
COMPLIANCE WITH GAMING LAWS AND LIQUOR LAWS
27
6.10
CITIZENSHIP
28
6.11
PURCHASED ASSETS "AS IS"; PURCHASER'S ACKNOWLEDGMENT REGARDING SAME
28
ARTICLE VII Indemnification
29
7.1
INDEMNIFICATION OBLIGATIONS OF PURCHASER
29
7.2
INDEMNIFICATION OBLIGATIONS OF THE SELLER
29
7.3
LIMITATIONS.
29
ARTICLE VIII Pre-Closing Covenants and Agreements
29
8.1
ACCESS TO INFORMATION
29
8.2
CONDUCT OF THE BUSINESS PENDING THE CLOSING
30
8.3
REGULATORY APPROVALS
30
8.4
FURTHER ASSURANCES
31
8.5
CONFIDENTIALITY
31
8.6
PRESERVATION OF RECORDS
31
8.7
PUBLICITY
32
8.8
SUPPLEMENTATION AND AMENDMENT OF SCHEDULES
32
ARTICLE IX Additional Agreements
32
9.1
EMPLOYEES
32
9.2
RESERVATIONS; CHIPS; CUSTOMER INFORMATION AND PROPERTY
33
9.3
CERTAIN TRANSACTIONS
35
9.4
INSURANCE POLICIES
35
9.5
INSURANCE; CASUALTY AND CONDEMNATION
35
9.6
POST-CLOSING USE OF MARKS ASSOCIATED WITH THE CASINO BUSINESS
36
9.7
NO CONTROL
37
9.8
EMPLOYEE SOLICITATION
37
ARTICLE X Conditions to Closing
37
10.1
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER
37
10.2
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER
38
10.3
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND THE SELLER
38
10.4
FRUSTRATION OF CLOSING CONDITIONS
39
ARTICLE XI Taxes
39