ascribed to it in Section 7.1.
"Survey" has the meaning ascribed to it in Section 4.1.
"Taxes" means any and all taxes, charges, fees, levies, tariffs, duties,
liabilities, impositions or other assessments of any kind (together with any and
all interest, penalties, additions to tax and additional amounts imposed with
respect thereto) imposed by any tax authority or other Governmental Authorities,
including income, gross receipts, profits, gaming, excise, real or personal
property, environmental, sales, use, value-added, ad valorem, withholding,
social security, retirement, employment, unemployment, workers' compensation,
occupation, service, license, net worth, capital stock, payroll, franchise,
gains, stamp, transfer
taxes and shall include any Liability for the taxes of any other Person under
Treasury Regulation Section 1.1502-6 (or any similar provision of state, local
or foreign law), or as a transferee or successor, by contract, or otherwise.
"Title Insurance Company" shall mean Nevada Title Company, 2500 N. Buffalo,
Suite 150, Las Vegas, Nevada 89128 (Attention: Troy Lochhead) or such other
nationally recognized title insurance company that may be designated by
Purchaser.
"Title Report" has the meaning ascribed to it in Section 4.1.
"Title Policy" has the meaning ascribed to it in Section 8.1(c).
1.2
INTERPRETATION.
WHENEVER REQUIRED BY THE CONTEXT OF THIS
AGREEMENT, THE SINGULAR SHALL INCLUDE THE PLURAL AND THE MASCULINE SHALL INCLUDE
THE FEMININE AND VICE VERSA.
2.
DEPOSIT.
[INTENTIONALLY DELETED]
3.
REAL PROPERTY AND EXCLUDED ASSETS.
3.1
REAL PROPERTY.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, PURCHASER AGREES TO PURCHASE AND ACCEPT FROM SELLER, AND SELLER AGREES
TO SELL, ASSIGN, TRANSFER, CONVEY AND DELIVER TO PURCHASER AT CLOSING, ALL OF
SELLER'S RIGHT, TITLE AND INTEREST IN AND TO THE REAL PROPERTY FREE AND CLEAR OF
ALL LIENS AND SECURITY INTERESTS.
3.2
EXCLUDED ASSETS.
NOTWITHSTANDING ANY OTHER PROVISION HEREOF TO
THE CONTRARY, THE PARTIES ACKNOWLEDGE AND AGREE THAT PURCHASER IS NOT ACQUIRING
THE BUSINESS UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY GAMING
ASSETS OR OTHER TANGIBLE OR INTANGIBLE PERSONAL PROPERTY.
3.3
CONVEYANCE.
SELLER AGREES THAT IT WILL, AT ANY TIME AND FROM
TIME-TO-TIME AFTER THE CLOSING DATE, UPON REQUEST AND AT THE EXPENSE OF
PURCHASER, DO, EXECUTE, ACKNOWLEDGE OR DELIVER, ALL SUCH FURTHER ACTS, DEEDS,
ASSIGNMENTS, CONVEYANCES AND ASSURANCES AS MAY REASONABLY BE REQUIRED FOR
CONVEYING AND TRANSFERRING THE REAL PROPERTY TO PURCHASER.
3.4
PURCHASE PRICE AND TERMS OF PAYMENT.
THE PURCHASE PRICE SHALL BE
ELEVEN MILLION FOUR HUNDRED THOUSAND DOLLARS ($11,400,000) (THE "PURCHASE
PRICE") PAYABLE AT CLOSING IN IMMEDIATELY AVAILABLE FUNDS, ADJUSTED AS PROVIDED
FOR PRORATIONS AND COSTS ASSOCIATED WITH THE CLOSING AS SET FORTH HEREIN.
4.
TITLE.
PURCHASER HAS RECEIVED THE SECOND AMENDMENT TO THE TITLE
REPORT FOR ORDER NUMBER 06-10-0152-DTL, DATED DECEMBER 26, 2007 ISSUED BY THE
TITLE INSURANCE COMPANY (THE "TITLE REPORT") ON OR BEFORE THE EFFECTIVE DATE AS
EVIDENCE OF THE STATUS OF SELLER'S TITLE TO THE REAL PROPERTY.
THE EXCEPTIONS
LISTED ON EXHIBIT "C" ATTACHED HERETO AND MADE A PART HEREOF SHALL BE DEEMED TO
HAVE BEEN APPROVED BY PURCHASER AS OF THE EFFECTIVE DATE AND CONSTITUTE THE
"PERMITTED EXCEPTIONS"