Common use of Alternative Transaction Clause in Contracts

Alternative Transaction. Upon the earliest to occur of (1) a Gaming Approval Failure after the completion of the Regulatory Period, (2) the commencement of an Alternative Transaction process pursuant to Section 2(d)(ii)(2) above and (3) the commencement of an Alternative Transaction process pursuant to Section 4(l)(i) below, then upon any such occurrence, Owner shall use commercially reasonable efforts to sell the Property as promptly as practicable to an alternative purchaser (an “Alternative Transaction”) (i) for the then fair market value of the Property but in any event for no less than the Purchase Price that would otherwise be determined in accordance with this Agreement and (ii) otherwise on terms consistent with the terms of a Call Right transaction contemplated hereunder (including the lease back of the Property to the Lessee under the terms of the Property Lease and for the Property Lease Rent). Owner and Propco shall use commercially reasonable efforts to coordinate the marketing of the Property in connection with any Alternative Transaction, including (i) the selection of a financial advisor reasonably acceptable to both Owner and Propco and (ii) the appointment of an observer selected by Propco to monitor the marketing process. Upon the closing of any Alternative Transaction, the net cash proceeds of the sale of the Property will be allocated (i) first, to Owner in an amount not to exceed the Purchase Price that would otherwise be determined in accordance with this Agreement and (ii) any excess of such amount, to Propco (subject to any necessary approvals from applicable Gaming Authorities required for Owner to pay, and Propco to receive, such funds). If an Alternative Transaction is launched to the market but ultimately not consummated, notwithstanding the good faith, commercially reasonable efforts of the Parties during the Alternative Transaction Period, then, if there is sufficient time remaining in the Alternative Transaction Period to launch a subsequent Alternative Transaction to the market, and Propco reasonably believes that a subsequent Alternative Transaction has a reasonable chance of being consummated, taking into account changes in market conditions and other relevant factors, the provisions of this Agreement shall continue to apply to such subsequent Alternative Transaction until the expiration of the Alternative Transaction Period. If there is a dispute between the Parties regarding whether a subsequent Alternative Transaction has a reasonable chance of being consummated, such dispute shall be resolved in accordance with the procedures set forth in Section 3 hereof. If it is determined by the Arbitration Panel that a subsequent Alternative Transaction does not have a reasonable chance of being consummated, the Agreement shall terminate upon such determination. If it is determined by the Arbitration Panel that a subsequent Alternative Transaction does have a reasonable chance of being consummated, the provisions of this Section 2(j) shall apply.

Alternative Transaction. Upon the earliest to occur of (1) a Gaming Approval Failure after the completion of the Regulatory Period, (2) the commencement of an Alternative Transaction process pursuant to Section 2(d)(ii)(2) above and (3) the commencement of an Alternative Transaction process pursuant to Section 4(l)(i) below, then upon any such occurrence, Owner shall use commercially reasonable efforts to sell the Property as promptly as practicable to an alternative purchaser (an “Alternative Transaction”) (i) for the then fair market value of the Property but in any event for no less than the Purchase Price that would otherwise be determined in accordance with this Agreement and (ii) otherwise on terms consistent with the terms of a Call Right transaction Transaction contemplated hereunder (including the lease back of the Property to the Lessee under the terms of the Property Lease and for the Property Lease Rent). Owner and Propco shall use commercially reasonable efforts to coordinate the marketing of the Property in connection with any Alternative Transaction, including (i) the selection of a financial advisor reasonably acceptable to both Owner and Propco and (ii) the appointment of an observer selected by Propco to monitor the marketing process. Upon the closing of any Alternative Transaction, the net cash proceeds of the sale of the Property will be allocated (i) first, to Owner in an amount not to exceed the Purchase Price that would otherwise be determined in accordance with this Agreement and (ii) any excess of such amount, to Propco (subject to any necessary approvals from applicable Gaming Authorities required for Owner to pay, and Propco to receive, such funds). If an Alternative Transaction is launched to the market but ultimately not consummated, notwithstanding the good faith, commercially reasonable efforts of the Parties during the Alternative Transaction Period, then, if there is sufficient time remaining in the Alternative Transaction Period to launch a subsequent Alternative Transaction to the market, and Propco reasonably believes that a subsequent Alternative Transaction has a reasonable chance of being consummated, taking into account changes in market conditions and other relevant factors, the provisions of this Agreement shall continue to apply to such subsequent Alternative Transaction until the expiration of the Alternative Transaction Period. If there is a dispute between the Parties regarding whether a subsequent Alternative Transaction has a reasonable chance of being consummated, such dispute shall be resolved in accordance with the procedures set forth in Section 3 hereof. If it is determined by the Arbitration Panel that a subsequent Alternative Transaction does not have a reasonable chance of being consummated, the Agreement shall terminate upon such determination. If it is determined by the Arbitration Panel that a subsequent Alternative Transaction does have a reasonable chance of being consummated, the provisions of this Section 2(j) shall apply.

Alternative Transaction. Upon the earliest to occur of (1) a Gaming Approval Failure after the completion of the Regulatory Period, (2) the commencement of an Alternative Transaction process pursuant to Section 2(d)(ii)(2) above and (3) the commencement of an Alternative Transaction process pursuant to Section 4(l)(i) below, then upon any such occurrence, Owner shall use commercially reasonable efforts to sell the Property as promptly as practicable to an alternative purchaser (an “Alternative Transaction”) (i) for the then fair market value of the Property but in any event for no less than the Purchase Price that would otherwise be determined in accordance with this Agreement and (ii) otherwise on terms consistent with the terms of a Call Right transaction Ttransaction contemplated hereunder (including the lease back of the Property to the Lessee under the terms of the Property Lease and for the Property Lease Rent). Owner and Propco shall use commercially reasonable efforts to coordinate the marketing of the Property in connection with any Alternative Transaction, including (i) the selection of a financial advisor reasonably acceptable to both Owner and Propco and (ii) the appointment of an observer selected by Propco to monitor the marketing process. Upon the closing of any Alternative Transaction, the net cash proceeds of the sale of the Property will be allocated (i) first, to Owner in an amount not to exceed the Purchase Price that would otherwise be determined in accordance with this Agreement and (ii) any excess of such amount, to Propco (subject to any necessary approvals from applicable Gaming Authorities required for Owner to pay, and Propco to receive, such funds). If an Alternative Transaction is launched to the market but ultimately not consummated, notwithstanding the good faith, commercially reasonable efforts of the Parties during the Alternative Transaction Period, then, if there is sufficient time remaining in the Alternative Transaction Period to launch a subsequent Alternative Transaction to the market, and Propco reasonably believes that a subsequent Alternative Transaction has a reasonable chance of being consummated, taking into account changes in market conditions and other relevant factors, the provisions of this Agreement shall continue to apply to such subsequent Alternative Transaction until the expiration of the Alternative Transaction Period. If there is a dispute between the Parties regarding whether a subsequent Alternative Transaction has a reasonable chance of being consummated, such dispute shall be resolved in accordance with the procedures set forth in Section 3 hereof. If it is determined by the Arbitration Panel that a subsequent Alternative Transaction does not have a reasonable chance of being consummated, the Agreement shall terminate upon such determination. If it is determined by the Arbitration Panel that a subsequent Alternative Transaction does have a reasonable chance of being consummated, the provisions of this Section 2(j) shall apply.

Alternative Transaction. Upon (a) In the earliest event that the Parties reasonably conclude that it is likely that obtaining the Regulatory Approvals or, to the extent applicable, satisfying the requirements of the Investment Canada Act (collectively, the “Regulatory Conditions”) will cause Closing to occur on a date that is materially later than the June 1, 2010 date contemplated by Section 2.2, then the Parties agree to meet forthwith to amend this Agreement such that in lieu of the Purchased Units, the Purchaser shall subscribe for an equal number of subscription receipts of the Trust (1the “Subscription Receipts”) for the same cash consideration as set out in Section 2.1 (the “Subscription Receipt Placement”). The Subscription Receipt Placement shall occur on the first Business Day on which all of the conditions to Closing specified herein, other than the Regulatory Conditions, can be satisfied or have been waived in accordance with the terms hereof or on such later date as is agreed upon by the Parties provided that such date is not later than the 45th day following the date hereof (or if such date is not a Gaming Approval Failure after Business Day, the completion preceding Business Day). In such event, each Subscription Receipt shall, in the event that Closing occurs, entitle the Purchaser to receive one Unit, without further payment or action on the part of the Purchaser, upon satisfaction or waiver of the Regulatory Period, (2) the commencement of an Alternative Transaction process pursuant to Section 2(d)(ii)(2) above and (3) the commencement of an Alternative Transaction process pursuant to Section 4(l)(i) below, then upon any such occurrence, Owner shall use commercially reasonable efforts to sell the Property as promptly as practicable to an alternative purchaser (an “Alternative Transaction”) (i) for the then fair market value of the Property but in any event for no less than the Purchase Price that would otherwise be determined Conditions in accordance with this Agreement the terms hereof (collectively, the “Unit Issuance Conditions”). (b) The Subscription Receipts will be created and (ii) otherwise on terms consistent with issued pursuant to the terms of a Call Right transaction contemplated hereunder subscription receipt agreement (including the lease back “Subscription Receipt Agreement”) to be entered into by each of the Property Parties and an escrow agent (the “Escrow Agent”) to be agreed to by the Parties acting reasonably. (c) The Subscription Receipt Agreement will provide, among other things, that: (i) in the event that the Unit Issuance Conditions are satisfied prior to 5:00 p.m. (Calgary time) on the Outside Date and Closing occurs prior to such time, each outstanding Subscription Receipt will entitle the Purchaser to receive one Unit, without further payment or action on the part of the Purchaser; (ii) prior to the Lessee under earlier of the date that the Unit Issuance Conditions are satisfied and Closing occurs, and 5:00 p.m. (Calgary time) on the Outside Date, the Purchase Price will be held in escrow by the Escrow Agent; (iii) in the event that the Unit Issuance Conditions are satisfied at or prior to 5:00 p.m. (Calgary time) on the Outside Date, Closing will occur and as part of the Closing, the Purchase Price, plus interest earned thereon, will be paid to the Trust against issuance by the Trust to the Purchaser of the Units to which the Purchaser is entitled pursuant to the terms of the Property Lease Subscription Receipts previously issued to the Purchaser and for the Property Lease Rent). Owner Subscription Receipt Agreement; and (iv) in the event that the Unit Issuance Conditions are not satisfied on or prior to 5:00 p.m. (Calgary time) on the Outside Date, and Propco shall use commercially reasonable efforts Closing does not occur prior to coordinate the marketing of the Property in connection with any Alternative Transaction, including (i) the selection of a financial advisor reasonably acceptable to both Owner and Propco and (ii) the appointment of an observer selected by Propco to monitor the marketing process. Upon the closing of any Alternative Transactionsuch time, the net cash proceeds of the sale of the Property Purchase Price, plus interest earned thereon, will be allocated (i) first, to Owner in an amount not to exceed the Purchase Price that would otherwise be determined in accordance with this Agreement and (ii) any excess of such amount, to Propco (subject to any necessary approvals from applicable Gaming Authorities required for Owner to pay, and Propco to receive, such funds). If an Alternative Transaction is launched immediately returned to the market but ultimately not consummated, notwithstanding Purchaser and the good faith, commercially reasonable efforts of the Parties during the Alternative Transaction Period, then, if there is sufficient time remaining in the Alternative Transaction Period to launch a subsequent Alternative Transaction to the market, and Propco reasonably believes that a subsequent Alternative Transaction has a reasonable chance of being consummated, taking into account changes in market conditions and other relevant factorsoutstanding Subscription Receipts cancelled. Other than as set forth above, the provisions of this Agreement shall hereof will continue to apply apply, to such subsequent Alternative Transaction until the expiration of greatest extent reasonably possible in the Alternative Transaction Period. If there is a dispute between circumstances, to the Parties regarding whether a subsequent Alternative Transaction has a reasonable chance of being consummated, such dispute shall be resolved in accordance with Subscription Receipt Placement and the procedures set forth in Section 3 hereof. If it is determined by the Arbitration Panel that a subsequent Alternative Transaction does not have a reasonable chance of being consummated, the Agreement shall terminate upon such determination. If it is determined by the Arbitration Panel that a subsequent Alternative Transaction does have a reasonable chance of being consummated, the provisions of this Section 2(j) shall applyTransaction.