BUYER'S RESOLUTION AUTHORIZING THE SALE CONTEMPLATED BY THIS
AGREEMENT.
Article 3.
DUE DILIGENCE
3.1.
DUE DILIGENCE PERIOD. BEGINNING ON THE AGREEMENT DATE AND
CONTINUING THEREAFTER UNTIL THE CLOSING DATE ("DUE DILIGENCE PERIOD"), BUYER
SHALL HAVE THE RIGHT TO PERFORM THE FOLLOWING DUE DILIGENCE PURSUANT TO THE
TERMS AND CONDITIONS HEREOF:
3
3.2.
GENERAL TESTING AND INSPECTIONS.
BUYER SHALL HAVE THE RIGHT,
DURING THE DUE DILIGENCE PERIOD, TO CONDUCT SUCH ENGINEERING, ENVIRONMENTAL,
GENERAL BUSINESS AND FEASIBILITY STUDIES, AUDITS, TEST, REVIEWS AND/OR SURVEYS
OF ST. HELENA AND FOX'S ASSETS, LIABILITIES, OPERATIONS (INCLUDING GAMING
OPERATIONS AND RECORDS), FINANCIAL PERFORMANCE AND AFFAIRS, AS THE BUYER DEEMS
NECESSARY, INCLUDING SOIL TESTS, BORINGS, DRAINAGE TESTS AND SIMILAR TESTS ON
ANY LAND OR IMPROVEMENTS OWNED OR LEASED BY FOX, AND AUDITS AND REVIEWS OF ANY
OF THE FINANCIAL AND BUSINESS RECORDS, OPERATIONS, DOCUMENTS AND INSTRUMENTS OF
THE SELLER PERTAINING TO FOX OR ITS OPERATIONS.
SUCH STUDIES SHALL BE CONDUCTED
BY THE BUYER AND ITS AGENTS AT THE BUYER'S SOLE COST AND EXPENSE.
SUBJECT TO
REASONABLE ADVANCE NOTICE, THE SELLER AND FOX AGREE TO ALLOW BUYER AND ITS
AGENTS ACCESS TO ALL ASSETS, RECORDS, DOCUMENTS AND INSTRUMENTS OF FOX TO
CONDUCT SUCH STUDIES AND AUDITS, PROVIDED SUCH ACCESS SHALL NOT UNREASONABLY
INTERFERE WITH THE ACTIVITIES OF THE SELLER OR FOX.
BUYER SHALL, AND DOES
HEREBY, SAVE, DEFEND, INDEMNIFY AND HOLD THE SELLER AND FOX HARMLESS FROM AND
AGAINST ALL CLAIMS, LAWSUITS, JUDGMENTS, LOSSES, LIABILITIES OR EXPENSES OF ANY
KIND OR NATURE WHICH MAY BE ASSERTED AGAINST OR INCURRED BY THE SELLER OR FOX AS
THE RESULT OF THE BUYER'S OR ITS AGENTS' ACTIONS AND ACTIVITIES CONDUCTED
PURSUANT TO THIS SECTION 3.2. THE BUYER SHALL KEEP THE RESULTS OF ALL DUE
DILIGENCE ACTIVITIES CONFIDENTIAL UNLESS SPECIFICALLY DIRECTED OR REQUIRED TO
DISCLOSE THE SAME UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE OR REGULATION OR
UPON THE ORDER OF ANY COURT OR GOVERNMENTAL BODY.
NOTWITHSTANDING ANY OTHER
PROVISIONS OF THIS AGREEMENT OR ANY DOCUMENTS CONTEMPLATED HEREBY TO THE
CONTRARY, THE OBLIGATION OF THE BUYER TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE
SELLER AND FOX UNDER THIS SECTION 3.2 SHALL SURVIVE THE EXECUTION AND DELIVERY
OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
OR THE TERMINATION OF THIS AGREEMENT.
3.3.
TITLE INSURANCE.
PRIOR TO THE CLOSING, BUYER MAY CAUSE TO HAVE
DELIVERED TO BUYER A COMMITMENT FROM A TITLE INSURANCE COMPANY REASONABLY
ACCEPTABLE TO BUYER TO ISSUE, AS OF THE CLOSING DATE FOR ANY REAL PROPERTY OWNED
OR LEASED BY FOX IN THE CUSTOMARY FORM PRESCRIBED FOR USE IN THE STATE OF
LOUISIANA, AN OWNER'S POLICY OF TITLE INSURANCE (COLLECTIVELY, THE "TITLE
POLICY").
SELLER SHALL DELIVER ANY INFORMATION AS REASONABLY MAY BE REQUIRED BY
BUYER'S TITLE INSURANCE COMPANY UNDER THE REQUIREMENTS SECTION OF THE TITLE
INSURANCE COMMITMENT OR OTHERWISE IN CONNECTION WITH THE ISSUANCE OF BUYER'S
TITLE INSURANCE POLICY.
SELLER SHALL PROVIDE AN AFFIDAVIT OF TITLE OR SUCH
OTHER INFORMATION AS BUYER'S TITLE INSURANCE COMPANY MAY REASONABLY REQUIRE IN
ORDER FOR THE TITLE INSURANCE COMPANY TO DELETE