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
PARTIES REASONABLY 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 ITS ATTORNEYS,
SURVEYORS, ENGINEERS, FINANCIAL ADVISORS, INVESTORS AND LENDERS AS NECESSARY TO
EVALUATE THE PURCHASED ASSETS.
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.
23.4
INVALIDITY.
IF ANY TERM OR OTHER PROVISION OF THIS AGREEMENT IS
INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED BY ANY RULE OF LAW OR PUBLIC
POLICY, ALL OTHER CONDITIONS AND PROVISIONS OF THIS AGREEMENT SHALL NEVERTHELESS
REMAIN IN FULL FORCE AND EFFECT SO LONG AS THE ECONOMIC OR LEGAL SUBSTANCE OF
THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT AFFECTED IN ANY MANNER MATERIALLY
ADVERSE TO ANY PARTY.
UPON SUCH DETERMINATION THAT ANY TERM OR OTHER PROVISION
IS INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED, THE PARTIES HERETO SHALL
NEGOTIATE IN GOOD FAITH TO MODIFY THIS AGREEMENT SO AS TO EFFECT THE ORIGINAL
INTENT OF THE PARTIES AS CLOSELY AS POSSIBLE IN AN ACCEPTABLE MANNER TO THE END
THAT TRANSACTIONS CONTEMPLATED HEREBY ARE FULFILLED TO THE EXTENT POSSIBLE.
23.5
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE SOLELY TO THE BENEFIT OF EACH PARTY HERETO AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS, AND NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED IS INTENDED TO OR
SHALL CONFER UPON ANY OTHER PERSON ANY RIGHT, BENEFIT OR REMEDY OF ANY NATURE
WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
PURCHASER MAY ASSIGN ITS
INTEREST IN THIS AGREEMENT TO A REPLACEMENT OPERATOR THAT HAS BEEN LICENSED BY
THE NEVADA GAMING AUTHORITIES TO OPERATE THE BUSINESS ON THE REAL PROPERTY
PROVIDED THAT SUCH REPLACEMENT OPERATOR ASSUMES THE PURCHASER'S OBLIGATIONS
HEREUNDER, INCLUDING THE OBLIGATION TO PAY THE PURCHASE PRICE PURSUANT TO
SECTION 4.
23.6
AMBIGUITY.
EACH PARTY HERETO HAS PARTICIPATED IN THE DRAFTING OF
THIS AGREEMENT, WHICH EACH PARTY ACKNOWLEDGES IS THE RESULT OF EXTENSIVE
NEGOTIATIONS BETWEEN THE PARTIES. IN THE EVENT OF ANY AMBIGUITY OR QUESTION OF
INTENT ARISES, THIS AGREEMENT SHALL BE CONSTRUED AS IF DRAFTED JOINTLY BY THE
PARTIES AND NO PRESUMPTION OR BURDEN OF PROOF SHALL ARISE FAVORING OR
DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY OF THE PROVISIONS OF
THIS AGREEMENT.
23.7
TIME OF THE ESSENCE.
TIME IS OF THE ESSENCE WITH RESPECT TO THE
TIME PERIODS SET FORTH IN THIS AGREEMENT.
[Signatures appear on the following page.]
IN WITNESS WHEREOF, Purchaser and Seller have signed this Agreement on the day
and year first above written.
PURCHASER:
LUCKY LUCY D LLC,
a Nevada limited liability company
/s/
By:
Its:
Date:
SELLER:
SPEAKEASY GAMING OF LAS VEGAS, INC.,
a Nevada