COPY OF WHICH IS INCLUDED HEREIN AS PART OF
EXHIBIT B.
1.36
"TRACT B-2 PURCHASE PRICE" SHALL MEAN THE SUM OF THREE HUNDRED
THOUSAND AND NO/100 DOLLARS ($300,000.00).
1.37
"TRACT B-2 SELLERS" SHALL MEAN CHRISTMAN.
ARTICLE II
PURCHASE AND SALE OF SHARES
AND CERTAIN COVENANTS
2.1
SALE OF SHARES.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN
THIS AGREEMENT, ON THE CLOSING DATE FOR THE PURCHASE PRICE, SELLERS SHALL SELL,
ASSIGN, TRANSFER AND DELIVER TO PURCHASER, AND PURCHASER SHALL PURCHASE AND
ACQUIRE FROM SELLERS, FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES WHATSOEVER,
THE SHARES.
THE PURCHASE OF THE SHARES SPECIFICALLY INCLUDES THE PURCHASE OF
THE COMPANY'S GOODWILL.
2.2
CONSIDERATION FOR OBLIGATION NOT TO DO.
THE PARTIES AGREE THAT
ONE HUNDRED THOUSAND DOLLARS ($100,000) OF THE PURCHASE PRICE REPRESENTS THE
MONETARY CONSIDERATION PAID TO CHRISTMAN AND MILLER FOR THE "OBLIGATION NOT TO
DO" AS CONTAINED BELOW.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS ALLOCATION
IS A REASONABLE ALLOCATION GIVEN THE INDIVIDUALS' RELATIVE ABILITIES AND
EXPERIENCE IN THE GAMING INDUSTRY.
2.3
SALE OF TRACT B-2.
CONCURRENTLY WITH THE SALE OF THE SHARES, THE
TRACT B-2 SELLERS SHALL SELL, BY EXECUTION AND DELIVERY OF THE ACT OF CASH SALE
ATTACHED HERETO AS EXHIBIT C,
THE TRACT B-2 TO THE PURCHASER FOR THE TRACT B-2
PURCHASE PRICE, FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES EXCEPT THOSE LISTED
ON SCHEDULE 2.2.
2.4
CLOSING.
THE CLOSING OF THE SALE OF THE SHARES AND THE TRACT B-2
SHALL TAKE PLACE ON DECEMBER 16, 2005 AND THE PARTIES SHALL MEET ON DECEMBER 15,
2005 TO EXECUTE ANY AND ALL NECESSARY DOCUMENTS TO BE EFFECTIVE ON DECEMBER 16,
2005.
THE CLOSING SHALL TAKE PLACE AT THE OFFICES OF: (A) JOSEPH A. DELAFIELD
("DELAFIELD"), A PROFESSIONAL CORPORATION, IN LAKE CHARLES, LOUISIANA, OR (B)
THE TITLE COMPANY OR SUCH OTHER LOCATION TO WHICH SELLERS AND PURCHASER MUTUALLY
AGREE.
2.5
TAXES.
SELLERS SHALL BE PERSONALLY RESPONSIBLE FOR PAYING, AND IF
NECESSARY SHALL REIMBURSE THE COMPANY FOR, ALL TAXES ATTRIBUTABLE TO THE
COMPANY'S OPERATIONS AND OWNERSHIP FOR ALL PERIODS ON OR PRIOR TO THE CLOSING
DATE, INCLUDING BUT NOT LIMITED TO, PENALTIES AND INTEREST, THAT ARE UNPAID AS
OF THE CLOSING.
PURCHASER SHALL BE SOLELY RESPONSIBLE FOR ALL TAXES ACCRUING OR
RELATED TO THE OPERATIONS AND OWNERSHIP OF THE COMPANY AFTER THE CLOSING DATE.
2.6
ACCOUNTS RECEIVABLE.
SELLERS SHALL RETAIN ALL OF THE COMPANY'S
ACCOUNTS RECEIVABLE OUTSTANDING AND/OR ACCRUED AS OF THE CLOSING DATE
("PRE-CLOSING ACCOUNTS RECEIVABLES").
6
SELLERS SHALL HAVE NO INTEREST IN NOR RIGHT TO ANY OF THE COMPANY'S ACCOUNTS
RECEIVABLES THAT ACCRUE OR ARISE AFTER THE CLOSING DATE.
THE PRE-CLOSING
ACCOUNTS RECEIVABLES ARE EXCLUDED ASSETS AND SHALL NOT PASS WITH THE SALE OF THE
SHARES.
THE SELLER'S SHALL ALSO RETAIN THE RIGHT, AFTER THE CLOSING DATE, TO
COLLECT ANY OF THE PRE-CLOSING ACCOUNTS RECEIVABLES.
2.7
TRADE PAYABLES.
PURCHASER SHALL BE RESPONSIBLE FOR THE COMPANY'S
TRADE PAYABLES INCURRED IN THE ORDINARY COURSE OF BUSINESS FOLLOWING 7:00 A.M.,
ON THE CLOSING DATE.
SELLERS SHALL BE RESPONSIBLE FOR THE