THE
DEPOSIT THE PARTIES SHALL BE RELEASED FROM ANY FURTHER OBLIGATIONS TO EACH OTHER
UNDER THIS AGREEMENT.
IN THE EVENT ALL CONDITIONS PRECEDENT TO SELLER'S
OBLIGATION TO CLOSE HAVE BEEN SATISFIED AND SELLER DEFAULTS ON SELLING THE
PURCHASED ASSETS ON THE CLOSING DATE AS REQUIRED BY THIS AGREEMENT, PURCHASER
SHALL BE ENTITLED TO ALL REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY,
INCLUDING, WITHOUT LIMITATION, A DECREE OF SPECIFIC PERFORMANCE.
THE FOREGOING
TERMINATION RIGHTS AND ANY AND ALL OTHER RIGHTS AND REMEDIES GIVEN TO PURCHASER
IN THIS AGREEMENT ARE DISTINCT, SEPARATE AND CUMULATIVE; AND NO ONE SUCH RIGHT
OR REMEDY, WHETHER OR NOT EXERCISED, SHALL BE DEEMED TO BE TO THE EXCLUSION OF
OTHERS HEREIN GRANTED OR GIVEN BY LAW OR IN EQUITY.
13.4
CONDEMNATION OR DAMAGE BY FIRE OR OTHER CASUALTY.
(A)
CONDEMNATION.
IF PRIOR TO THE CLOSING, MORE THAN TEN PERCENT
(10%) OF THE ACREAGE, WHICH INCLUDES ANY EXTERIOR SPACE, PARKING SPACES OR
TENANTS RIGHT TO ANY PARKING SPACES OR AREA, OF THE LEASEHOLD INTEREST IN THE
REAL PROPERTY IS TAKEN BY CONDEMNATION, EMINENT DOMAIN OR SIMILAR GOVERNMENTAL
ACTION (OR IS THE SUBJECT OF A PENDING, THREATENED OR CONTEMPLATED TAKING WHICH
HAS NOT BEEN CONSUMMATED) OR IF THE ACCESS THERETO IS MATERIALLY REDUCED OR
RESTRICTED, SELLER SHALL IMMEDIATELY UPON BECOMING AWARE OF IT NOTIFY PURCHASER
OF SUCH FACT.
IN SUCH EVENT, PURCHASER SHALL HAVE THE OPTION, IN ITS SOLE AND
ABSOLUTE DISCRETION, TO (I) TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO
SELLER GIVEN NOT LATER THAN THIRTY (30) DAYS AFTER RECEIPT OF SELLER'S NOTICE,
OR (II) PURCHASE ALL OF THE PURCHASED ASSETS PURSUANT TO THIS AGREEMENT WITHOUT
MODIFICATION OF THE TERMS OF THIS AGREEMENT.
IF PURCHASER TIMELY AND PROPERLY
ELECTS TO TERMINATE THIS AGREEMENT PURSUANT TO ITS OPTION TO TERMINATE AS SET
FORTH ABOVE, AT SUCH TIME THE PARTIES SHALL BE RELEASED FROM FURTHER OBLIGATIONS
UNDER THIS AGREEMENT AND THE DEPOSIT SHALL BE RETURNED TO PURCHASER.
IF
PURCHASER ELECTS TO PURCHASE ALL OF THE ASSETS DESPITE THE CONDEMNATION AT
CLOSING, SELLER SHALL ASSIGN AND TURN OVER TO THE GAMING ASSETS TO PURCHASER,
AND PURCHASER SHALL BE ENTITLED TO RECEIVE AND KEEP ALL AWARDS FOR THE TAKING
WHICH ACCRUED TO SELLER, AND THE PARTIES SHALL PROCEED TO THE CLOSING PURSUANT
TO THE TERMS HEREOF WITHOUT MODIFICATION OF THE TERMS OF THIS AGREEMENT AND
WITHOUT ANY REDUCTION IN THE PURCHASE PRICE.
(B)
UNREPAIRED DAMAGE.
AT THE TIME OF CLOSING, AND AS A CONDITION
PRECEDENT TO THE OBLIGATION OF PURCHASER TO PURCHASE THE PURCHASED ASSETS
PURSUANT TO THIS AGREEMENT, THERE SHALL BE NO UNREPAIRED DAMAGE BY FIRE OR OTHER
CASUALTY TO ANY PORTION OF THE
PURCHASED ASSETS, THE ESTIMATED COST OF REPAIR OF WHICH IS MORE THAN ONE HUNDRED
THOUSAND DOLLARS ($100,000.00).
IF (I) ANY PORTION OF THE PURCHASED ASSETS IS
DAMAGED BY FIRE OR CASUALTY AFTER THE DATE OF THIS AGREEMENT THAT IS NOT
REPAIRED AND RESTORED SUBSTANTIALLY TO ITS CONDITION AS OF THE DATE OF THIS
AGREEMENT PRIOR TO CLOSING, AND (II) THE ESTIMATED COST OF REPAIRS