MATERIAL RESPECTS PENDING THE DECISION OF THE ARBITRATOR.
5.17
COOPERATION WITH RESPECT TO INSURANCE OBLIGATIONS.
FROM THE DATE
OF THIS AGREEMENT THROUGH THE CLOSING DATE, BUYER AND SELLER SHALL COOPERATE IN
GOOD FAITH TO ENTER INTO INSURANCE ARRANGEMENTS ON TERMS AND CONDITIONS MUTUALLY
ACCEPTABLE TO BUYER AND SELLER (INCLUDING, WITHOUT LIMITATION, JOINT INSURANCE
POLICIES ENTERED INTO BY BUYER AND SELLER) WITH RESPECT TO THE RETAINED BUSINESS
AND THE PURCHASED BUSINESS AND THE PERFORMANCE BY BUYER AND SELLER OF THEIR
RESPECTIVE OBLIGATIONS UNDER THE ONGOING BUSINESS AGREEMENTS (SUCH ARRANGEMENT,
"MUTUAL INSURANCE").
IN THE EVENT THAT BUYER AND SELLER ARE UNABLE TO OBTAIN
MUTUAL INSURANCE, AT CLOSING, AND AS A CONDITION THEREOF, SELLER AND BUYER SHALL
OBTAIN, AT THE RESPECTIVE PARTY'S SOLE COST AND EXPENSE, INSURANCES POLICIES OR
OTHER FORMS OF INSURANCE EVIDENCING INSURANCE COVERAGE OF THE TYPES AND IN THE
AMOUNTS LISTED IN SCHEDULE 5.17(A), IN THE CASE OF SELLER, AND SCHEDULE 5.17(B),
IN THE CASE OF BUYER, EACH OF WHICH POLICIES AND COVERAGES SHALL NAME THE OTHER
PARTY AS AN ADDITIONAL INSURED.
IN THE EVENT THAT BUYER AND/OR SELLER IS UNABLE
TO OBTAIN SUCH COVERAGE, AT CLOSING, AND AS A CONDITION THEREOF, BUYER AND/OR
SELLER SHALL
46
HAVE OBTAINED SUCH OTHER EQUIVALENT ARRANGEMENTS AS SHALL BE REASONABLY
SATISFACTORY TO THE OTHER PARTY.
5.18
2006 AUDITED HISTORICAL FINANCIAL STATEMENTS.
SELLER SHALL USE
BEST EFFORTS TO DELIVER, OR CAUSE TO BE DELIVERED, TO BUYER AS PROMPTLY AS
PRACTICABLE FOLLOWING THE SIXTIETH (60TH) DAY AFTER THE DATE OF THIS AGREEMENT
(OR SUCH EARLIER DATE AS THEY MAY BECOME AVAILABLE), AND IN NO EVENT LATER THAN
THIRTY (30) DAYS PRIOR TO THE CLOSING DATE, THE CONSOLIDATED AUDITED STATEMENTS
OF FINANCIAL POSITION OF SELLER AS OF DECEMBER 31, 2006 AND THE RELATED AUDITED
STATEMENTS OF ACTIVITIES AND CASH FLOWS FOR THE FISCAL YEAR THEN ENDED, WHICH
FINANCIAL STATEMENTS WILL FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE
CONSOLIDATED FINANCIAL POSITION OF SELLER AS OF SUCH DATE AND THE CONSOLIDATED
CHANGES IN NET ASSETS AND CONSOLIDATED CASH FLOWS FOR SUCH FISCAL YEAR.
5.19
INTERIM REPAIRS.
PRIOR TO THE CLOSING, SELLER SHALL, AT SELLER'S
SOLE COST AND EXPENSE, TAKE ALL STEPS REASONABLY NECESSARY TO COMPLETE, OR CAUSE
TO BE COMPLETED, THE MAINTENANCE AND REPAIRS SET FORTH ON SCHEDULE 5.19 WITH
RESPECT TO THE RACETRACKS AND HEADQUARTERS BUILDING.
ARTICLE VI.
CONDITIONS TO CLOSING
6.1
CONDITIONS TO OBLIGATIONS OF BUYER.
THE OBLIGATION OF BUYER TO
CONSUMMATE THE TRANSACTIONS AND TO TAKE THE OTHER ACTIONS TO BE TAKEN BY BUYER
AT THE CLOSING IS SUBJECT TO THE SATISFACTION AT OR PRIOR TO THE CLOSING, OF
EACH OF THE FOLLOWING CONDITIONS (ANY OF WHICH MAY BE WAIVED IN WHOLE OR IN PART
BY BUYER SUBJECT TO THE PROVISIONS OF SECTION 11.5):
(A)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT SHALL HAVE BEEN TRUE AND
CORRECT IN ALL MATERIAL RESPECTS (EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES
AS ARE QUALIFIED BY MATERIALITY, WHICH REPRESENTATIONS AND WARRANTIES SHALL BE
TRUE AND CORRECT IN ALL RESPECTS), AS OF