Common use of Closing Escrow Clause in Contracts

Closing Escrow. (a) The Closing will commence at the office of Parent in Las Vegas, Nevada, or at such other place as the parties hereto mutually agree in writing, at 9:00 a.m. Nevada time, on the Closing Date and shall be deemed to have occurred for each of the Las Vegas Business, the Black Hawk Business and the Tunica Business at 11:59 p.m., Nevada time, on the Closing Date (the "TRANSFER TIME"), giving effect, retroactively to the Transfer Time, to tabulations of Assets, Liabilities and income and expense amounts allocable to Sellers for the period prior to the Transfer Time that will commence at 1:00 a.m., local time at the respective Business locations on the day after the Closing Date. (b) At the Closing, Purchaser will deliver the Cash Component (less the Xxxxxxx Money Deposit), as adjusted pursuant to SECTIONS 1.05(B) AND (C) AND 1.06(B), by wire transfer of immediately available funds to the Escrow Account maintained by the Escrow Agent at the address or to the account number specified in the Escrow Agreement. The Cash Component, MINUS the Regulatory Holdback, MINUS the Purchaser's Holdback, MINUS one half of the Escrow Fees, plus all interest earned on the Xxxxxxx Money Deposit shall then be released from the Escrow Account and the Deposit Escrow Account and paid to Sellers simultaneously with the actions specified in PARAGRAPH (D) of this Section. Also at the Closing, one half of the Escrow Fees shall be paid to the Escrow Agent from the Cash Component and the other half of the Escrow Fees shall be paid directly by Purchaser to the Escrow Agent. (c) The Regulatory Holdback and the Purchaser's Holdback shall remain in the Escrow Account and shall be applied against the obligations specified in PARAGRAPHS (A) AND (B), respectively, of SECTION

Closing Escrow. (a) The Closing will commence take place at the office offices of Parent in Las VegasXxxxxxxx Chance Xxxxxx & Xxxxx LLP, Nevada000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as the parties hereto Purchasers and Sellers mutually agree in writingagree, at 9:00 a.m. Nevada 10:00 A.M. local time, on the Closing Date and shall be deemed to have occurred for each of the Las Vegas Business, the Black Hawk Business and the Tunica Business at 11:59 p.m., Nevada time, on the Closing Date (the "TRANSFER TIME"), giving effect, retroactively to the Transfer Time, to tabulations of Assets, Liabilities and income and expense amounts allocable to Sellers for the period prior to the Transfer Time that will commence at 1:00 a.m., local time at the respective Business locations on the day after the Closing Date. (b) . At the Closing, Purchaser Purchasers will deliver pay the Cash Component Purchase Price as follows: (i) An amount in cash equal to $54,500,000 less the Xxxxxxx Money Deposit), as adjusted pursuant principal amount of the Note referred to SECTIONS 1.05(Bin clause (iii) AND (C) AND 1.06(B), below by wire transfer of immediately available funds to such U.S. dollar account as Sellers may direct by written notice to Purchasers, such written notice to be provided at least two (2) Business Days before the Closing Date; (ii) $10,000,000 (the "Escrow Account maintained Amount") by wire transfer of immediately available funds to First Union National Bank, as escrow agent (the "Escrow Agent"), under an escrow agreement to be entered into on the Closing Date by Sellers, Purchasers and the Escrow Agent at substantially in the address or form of Exhibit A hereto (the "Escrow Agreement"); and (iii) a non-recourse, non-interest bearing note of Purchasers substantially in the form of Exhibit B hereto (the "Note") in a principal amount equal to the account number specified amount of the Company's net investment in the Escrow AgreementCompany Leases allocated by Purchasers to the Non-Recourse Pool pursuant to Section 4.06. The Cash ComponentSimultaneously, MINUS Holdings will assign and transfer to Purchasers good and valid title in and to the Regulatory HoldbackShares, MINUS free and clear of all Liens, by delivering to Purchasers a certificate or certificates representing the Purchaser's HoldbackShares, MINUS one half of the Escrow Feesin genuine and unaltered form, plus all interest earned on the Xxxxxxx Money Deposit shall then be released from the Escrow Account and the Deposit Escrow Account and paid to Sellers simultaneously duly endorsed in blank or accompanied by duly executed stock powers endorsed in blank, with the actions specified in PARAGRAPH (D) of this Sectionrequisite stock transfer tax stamps, if any, attached. Also at At the Closing, one half of there shall also be delivered to Sellers and Purchasers the Escrow Fees shall opinions, certificates and other agreements, documents and instruments to be paid to the Escrow Agent from the Cash Component delivered under Articles V and the other half of the Escrow Fees shall be paid directly by Purchaser to the Escrow AgentVI. (c) The Regulatory Holdback and the Purchaser's Holdback shall remain in the Escrow Account and shall be applied against the obligations specified in PARAGRAPHS (A) AND (B), respectively, of SECTION

Closing Escrow. (a) The Closing will commence take place at the office offices of Parent in Las VegasMilbank, NevadaTweed, Xxxxxx & XxXxxx LLP, 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or at such other place as the parties hereto Purchaser and Seller mutually agree in writingagree, at 9:00 a.m. Nevada 10:00 A.M. local time, on the Closing Date and shall be deemed to have occurred for each of the Las Vegas Business, the Black Hawk Business and the Tunica Business at 11:59 p.m., Nevada time, on the Closing Date (the "TRANSFER TIME"), giving effect, retroactively to the Transfer Time, to tabulations of Assets, Liabilities and income and expense amounts allocable to Sellers for the period prior to the Transfer Time that will commence at 1:00 a.m., local time at the respective Business locations on the day after the Closing Date. (b) . At the Closing, Purchaser will deliver pay the Cash Component (less the Xxxxxxx Money Deposit), as adjusted pursuant to SECTIONS 1.05(B) AND (C) AND 1.06(B), Closing Payment by wire transfer of immediately available funds to such account as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two (2) Business Days before the Closing Date, PROVIDED that (i) $1,000,000 of the Closing Payment shall be delivered by Purchaser by wire transfer of immediately available funds to an escrow agent mutually selected by Purchaser and Seller (the "ESCROW AGENT") under an escrow agreement to be entered into on the Closing Date by Seller, Purchaser and the Escrow Account maintained by Agent, the Escrow Agent at terms of which will be consistent with the address or terms hereof and mutually acceptable to the account number specified parties hereto (the "ESCROW AGREEMENT"). Simultaneously, Seller will assign and transfer to Purchaser all of Seller's right, title and interest in and to the Escrow AgreementShares by delivering to Purchaser a certificate or certificates representing the Shares, in genuine and unaltered form, duly endorsed in blank or accompanied by duly executed stock powers endorsed in blank, with requisite stock transfer tax stamps, if any, attached. The Cash Component, MINUS the Regulatory Holdback, MINUS the Purchaser's Holdback, MINUS one half of the Escrow Fees, plus all interest earned on the Xxxxxxx Money Deposit shall then be released from the Escrow Account and the Deposit Escrow Account and paid to Sellers simultaneously with the actions specified in PARAGRAPH (D) of this Section. Also at At the Closing, one half of there shall also be delivered to Seller and Purchaser the Escrow Fees shall opinions, certificates and other Contracts, documents and instruments to be paid to the Escrow Agent from the Cash Component delivered under ARTICLES VI and the other half of the Escrow Fees shall be paid directly by Purchaser to the Escrow AgentVII. (c) The Regulatory Holdback and the Purchaser's Holdback shall remain in the Escrow Account and shall be applied against the obligations specified in PARAGRAPHS (A) AND (B), respectively, of SECTION

Closing Escrow. (a) The Closing closing of the sale and purchase of the Shares (the “Closing”) will commence take place at the office offices of Parent in Las VegasDebevoise & Xxxxxxxx LLP, Nevada000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. on June 4, 2007 (or such earlier date to the extent that the Buyer has secured the Acquisition Financing so that the financing closing can occur simultaneously with the Closing), or at such other place time as the parties hereto mutually may agree in writing, at 9:00 a.m. Nevada writing (the “Closing Date”); provided that the Buyer may extend such date from time to time, on but no later than the Closing Date and shall be deemed to have occurred for each of the Las Vegas Business, the Black Hawk Business and the Tunica Business at 11:59 p.m., Nevada time, on the Closing Date (the "TRANSFER TIME"date set forth in Section 10.1(b), giving effect, retroactively in order to complete the Transfer Time, to tabulations of Assets, Liabilities and income and expense amounts allocable to Sellers for the period prior to the Transfer Time that will commence at 1:00 a.m., local time at the respective Business locations on the day after the Closing DateAcquisition Financing. (b) At the Closing, Purchaser each Seller will deliver to the Buyer, free and clear of all Liens, certificates representing all of the Shares set forth opposite such Seller’s name in Schedule 1.1, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps. (c) At the Closing, the Buyer will deliver the Cash Component (less the Xxxxxxx Money Deposit), as adjusted pursuant to SECTIONS 1.05(B) AND (C) AND 1.06(B), Escrow Amount by wire transfer of immediately available funds to the Escrow Account maintained by Agent under the Escrow Agent at Agreement. (d) At the address or Closing, the Buyer will pay to the Sellers by wire transfer of immediately available funds, to such account number as shall be designated in writing by each Seller to the Buyer at least two business days prior to the Closing Date, the amount opposite such Seller’s name in the column entitled “Seller Purchase Price” in Schedule 1.1 less each Seller’s share of the Escrow Amount, the Insurance Amount, the Expense Amount and the Management Amount determined in accordance with the following formulas: (i) For each Seller (other than CD Fund IV) an amount equal to the product of (x) each such Seller’s Equity Percentage multiplied by (y) the sum of (A) the Escrow Amount, (B) the Insurance Amount, (C) the Expense Amount and (D) the Management Amount; and (ii) For CD Fund IV, an amount equal to the product of (x) the CD Fund IV Percentage multiplied by (y) the sum of the (A) Escrow Amount, (B) the Insurance Amount, (C) the Expense Amount and (D) the Management Amount. (e) At the Closing, the Company will pay to each Option Holder by wire transfer of immediately available funds, to such account as shall be designated in writing by each Option Holder to the Buyer at least two business days prior to the Closing Date, such Option Holder’s Option Cancellation Payment less such Option Holder’s share of the Escrow Amount, the Insurance Amount, the Expense Amount and the Management Amount, determined by multiplying (i) each Option Holder’s Option Percentage by (ii) the sum of (w) the Escrow Amount, (x) the Insurance Amount, (y) the Expense Amount and (z) the Management Amount. The Option Cancellation Payments shall be subject to all applicable Employment and Withholding Taxes. (f) The chief financial officer of the Company shall deliver to the Sellers, the Option Holders and the Buyer on the date that is three business days prior to the Closing Date a certificate setting forth the Insurance Amount and the calculation of each Seller’s Equity Percentage (other than CD Fund IV), the CD Fund IV Percentage and each Option Holder’s Option Percentage. The sum of the foregoing percentages shall equal 100%. (g) At the Closing, the Buyer shall pay by wire transfer of immediately available funds to the accounts specified in the Escrow AgreementExpense Statement the Expense Amount. The Cash ComponentEach of CD Fund IV and BRS Fund II shall deliver to each other, MINUS the Regulatory Holdback, MINUS Sellers’ Representative and the Purchaser's Holdback, MINUS one half of the Escrow Fees, plus all interest earned Buyer on the Xxxxxxx Money Deposit shall then be released from date that is three business days prior to the Escrow Account Closing Date a statement signed by an officer of such party (all such statements, the “Expense Statement”) setting forth the reasonable out-of-pocket costs, fees and the Deposit Escrow Account and paid to Sellers simultaneously expenses of such party incurred in connection with the actions specified in PARAGRAPH transactions contemplated hereby (Dincluding a reasonable estimate of such out-of-pocket costs, fees and expenses through the Closing Date) (the aggregate of this Section. Also at such out-of-pocket costs, fees and expenses, the Closing“Expense Amount”), one half along with wire instructions where payment of the Escrow Fees such expenses shall be paid to the Escrow Agent from the Cash Component and the other half of the Escrow Fees shall be paid directly by Purchaser to the Escrow Agentmade. (c) The Regulatory Holdback and the Purchaser's Holdback shall remain in the Escrow Account and shall be applied against the obligations specified in PARAGRAPHS (A) AND (B), respectively, of SECTION

Closing Escrow. (a) The Closing will commence take place at the office offices of Parent in Las VegasXxxxxx, NevadaXxxx & Xxxx, 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxx, X0X 0X0, or at such other place as the parties hereto mutually agree in writingagree, at 9:00 a.m. Nevada 10:00 A.M., local time, on the Closing Date and shall be deemed to have occurred for each of the Las Vegas Business, the Black Hawk Business and the Tunica Business at 11:59 p.m., Nevada time, on the Closing Date (the "TRANSFER TIME"), giving effect, retroactively to the Transfer Time, to tabulations of Assets, Liabilities and income and expense amounts allocable to Sellers for the period prior to the Transfer Time that will commence at 1:00 a.m., local time at the respective Business locations on the day after the Closing Date. (b) . At the Closing, Purchaser will deliver pay the Cash Component Purchase Price by (less i) delivering to each Seller a demand note of Purchaser, substantially in the Xxxxxxx Money Depositform of Exhibit A hereto (each, a "Demand Note"), in the principal amount set forth opposite such Seller's name on Annex 1 hereto. Simultaneously, (i) each Seller will assign and transfer to Purchaser all of its right, title and interest in and to the Assets, free and clear of all Liens, other than Permitted Liens, by delivery of such instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser's counsel, as adjusted pursuant shall be effective to SECTIONS 1.05(B) AND vest in Purchaser good and valid title to the Assets (C) AND 1.06(Bsuch instruments being collectively referred to herein as "Assignment Instruments"), and (ii) Purchaser will assume from Sellers the due payment, performance and discharge of the Assumed Liabilities by wire transfer delivery of immediately available funds such instruments of assumption, in form and substance reasonably acceptable to Sellers' counsel, as shall be effective to cause Purchaser to assume the Assumed Liabilities as and to the Escrow Account maintained by extent provided in Section 1.02 (such instruments being collectively referred to herein as the Escrow Agent "Assumption Instruments"). (b) Simultaneously with, and as a condition to, the deliveries described in paragraph (a) above, at the address or to the account number specified Closing (i) Purchaser and Xxxxx Xxxxxxx will enter into an Employment and Non-Competition Agreement, substantially in the form of Exhibit B hereto, (ii) Parent and each Seller will enter into a Registration Rights Agreement, substantially in the form of Exhibit C hereto (the "Registration Rights Agreement"), and (iii) Motion 2000, Purchaser and Xxxxxx X. Xxxxxx, as escrow agent, will enter into an escrow agreement, substantially in the form of Exhibit D hereto (the "Escrow Agreement"). The Cash Component, MINUS the Regulatory Holdback, MINUS the Purchaser's Holdback, MINUS one half of the Escrow Fees, plus all interest earned on the Xxxxxxx Money Deposit shall then be released from the Escrow Account and the Deposit Escrow Account and paid to Sellers simultaneously with the actions specified in PARAGRAPH (D) of this Section. Also at At the Closing, one half of there shall also be delivered to Sellers and Purchaser the Escrow Fees shall opinions, certificates, consents and other contracts, documents and instruments required to be paid to the Escrow Agent from the Cash Component delivered under Articles VI and the other half of the Escrow Fees shall be paid directly by Purchaser to the Escrow AgentVII. (c) The Regulatory Holdback and the Purchaser's Holdback shall remain in the Escrow Account and shall be applied against the obligations specified in PARAGRAPHS (A) AND (B), respectively, of SECTION

Closing Escrow. (a) The Closing will commence at On the office of Parent in Las Vegas, Nevada, or at such other place as the parties hereto mutually agree in writing, at 9:00 a.m. Nevada time, on the Closing Date and shall be deemed to have occurred for each of the Las Vegas Business, the Black Hawk Business and the Tunica Business at 11:59 p.m., Nevada time, on the initial Closing Date (the "TRANSFER TIME"“Initial Closing Date”), giving effect, retroactively upon the terms and subject to the Transfer Timeconditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to tabulations sell, and each Purchaser purchasing Securities at the initial Closing (the “Initial Closing”), severally and not jointly, agrees to purchase the principal amount of Assetsthe Debentures and a Warrant to purchase the number of Warrant Shares, Liabilities set forth opposite such Purchaser’s name on Schedule 1 hereto, which shall not exceed, in the aggregate, $1,000,000. Upon satisfaction of the conditions set forth in Sections 2.2 and income 2.3, the Initial Closing shall occur at the offices of FWS or such other location as the parties shall mutually agree. Thereafter, on any subsequent Closing Date (each a “Subsequent Closing Date”), upon the terms and expense amounts allocable to Sellers for the period prior subject to the Transfer Time that will commence at 1:00 a.m.conditions set forth herein, local time at substantially concurrent with the respective Business locations execution and delivery of this Agreement by the Purchasers purchasing Securities on the day after the such Subsequent Closing Date. , the Company agrees to sell, and each Purchaser purchasing Securities at such subsequent Closing (b) At each a “Subsequent Closing”), severally and not jointly, agrees to purchase the Closingprincipal amount of the Debentures and a Warrant to purchase the number of Warrant Shares, Purchaser will deliver set forth opposite such Purchaser’s name on Schedule 1 hereto, which shall not exceed, in the Cash Component (aggregate, $1,000,000 less the Xxxxxxx Money Deposit)principal amount of Debentures issued and sold at all previous Closings. Notwithstanding anything herein to the contrary, as adjusted pursuant any Subsequent Closing Date must occur on or before (i) the 20th calendar day following the date hereof, for any Purchasers who are holders of any of the January Debentures, or (ii) the 60th calendar day following the date hereof, for any Purchasers who are not holders of one or more of the January Debentures. Each Purchaser purchasing Securities on a Closing Date shall deliver to SECTIONS 1.05(B) AND (C) AND 1.06(B)the Company, by via wire transfer of or a certified check, immediately available funds equal to its Subscription Amount and the Escrow Account maintained by Company shall deliver to each such Purchaser its respective Debenture and a Warrant, and the Escrow Agent Company and each such Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the address or Closing; provided, that a particular Purchaser’s obligation to the account number specified in the Escrow Agreement. The Cash Component, MINUS the Regulatory Holdback, MINUS the deliver funds equal to its Subscription Amount shall be deemed satisfied by such Purchaser's Holdback, MINUS one half ’s deposit of the Escrow Fees, plus all interest earned on the Xxxxxxx Money Deposit shall then be released from applicable Subscription Amount into the Escrow Account and the Deposit Escrow Account and paid to Sellers simultaneously Company Counsel’s disbursement of escrowed funds in accordance with the actions specified in PARAGRAPH (D) of this Section. Also at the ClosingEscrow Agreement, one half of the Escrow Fees shall be paid to the Escrow Agent from the Cash Component and the other half of the Escrow Fees shall be paid directly as contemplated by Purchaser to the Escrow AgentSection 2.4 below. (c) The Regulatory Holdback and the Purchaser's Holdback shall remain in the Escrow Account and shall be applied against the obligations specified in PARAGRAPHS (A) AND (B), respectively, of SECTION

Closing Escrow. (a) The Closing will commence Subject to the terms and conditions set forth in this Agreement, at the office Closing the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, the Shares representing such Purchaser’s Investment Amount. No later than three (3) Business Days following the satisfaction of Parent each of the applicable conditions set forth in Las VegasSection 2.2, Nevadathe Closing shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 or at such other place location or time as the parties hereto shall mutually agree in writing, at 9:00 a.m. Nevada time, on the Closing Date and shall be deemed to have occurred for each of the Las Vegas Business, the Black Hawk Business and the Tunica Business at 11:59 p.m., Nevada time, on the Closing Date (the "TRANSFER TIME"), giving effect, retroactively to the Transfer Time, to tabulations of Assets, Liabilities and income and expense amounts allocable to Sellers for the period prior to the Transfer Time that will commence at 1:00 a.m., local time at the respective Business locations on the day after the Closing Dateagree. (b) At On or prior to the Closingfifth Business Day prior to the date of the Company’s meeting of stockholders to approve, among other things, the Tornado Transaction, each Purchaser will shall deliver the Cash Component (less the Xxxxxxx Money Deposit)its Investment Amount, in United States dollars and in immediately available funds, to Continental Stock Transfer and Trust Company, as adjusted pursuant to SECTIONS 1.05(Bescrow agent (the “Escrow Agent”) AND in accordance with the wire instructions set forth below: [WIRE INSTRUCTIONS TO BE PROVIDED SUPPLEMENTALLY] (Cc) AND 1.06(B), All payments made by wire transfer of immediately available funds to the Escrow Account maintained each Purchaser as contemplated by Section 2.1(b) above will be held by the Escrow Agent at for each Purchaser’s benefit in an interest bearing escrow account. Such moneys placed in the address or escrow account shall be disbursed by the Escrow Agent either (i) to the account number specified Company upon the consummation of the Tornado Transaction or (ii) back to the Purchasers in each Purchaser’s Investment Amount in the event that the Tornado Transaction is not consummated, in accordance with the terms of the Escrow Agreement. The Cash Component, MINUS the Regulatory Holdback, MINUS the Purchaser's Holdback, MINUS one half of the Escrow Fees, plus all interest earned on the Xxxxxxx Money Deposit shall then be released from the Escrow Account and the Deposit Escrow Account and paid to Sellers simultaneously with the actions specified in PARAGRAPH (D) of this Section. Also at the Closing, one half of the Escrow Fees shall be paid to the Escrow Agent from the Cash Component and the other half of the Escrow Fees shall be paid directly by Purchaser to the Escrow Agent.attached hereto as Exhibit B. (cd) The Regulatory Holdback and Notwithstanding the Purchaser's Holdback shall remain in foregoing, the Escrow Account and shall be applied Company may permit payment for the Shares against the obligations specified in PARAGRAPHS (A) AND (B), respectively, of SECTIONdelivery for those Purchasers whose organizational or other applicable documents or internal procedures require “delivery against payment” or such similar provision.

Closing Escrow. (a) The Closing will commence take place at the office offices of Parent in Las Vegas, NevadaPurchaser, or at such other place as the parties hereto Purchaser and Seller mutually agree in writingagree, at 9:00 a.m. Nevada A.M. local time, on the Closing Date and shall be deemed to have occurred for each of the Las Vegas Business, the Black Hawk Business and the Tunica Business occur at 11:59 p.m., Nevada Las Vegas time, on the Closing Date (the "TRANSFER TIME"), giving effect, retroactively to the Transfer Time, to tabulations of Assets, Liabilities and income and expense amounts allocable to Sellers for the period prior to the Transfer Time that will commence at 1:00 a.m., local time at the respective Business locations on the day after the Closing Date. (b) . At the Closing, Purchaser will deliver the Cash Component Purchase Price (less the Xxxxxxx Money Deposit), as adjusted pursuant to SECTIONS 1.05(Bsum of (A) AND the outstanding principal amount of the Loan and (CB) AND 1.06(B), all accrued and unpaid interest on the Loan) by wire transfer of immediately available funds to Xxxxxxx Title of Nevada, 0000 Xxxxxx Xxxxxx Parkway, Suite 1400, Las Vegas, Nevada 89109, Attention: Xxxxx Xxxxx, as escrow agent (the Escrow Account maintained by the Escrow Agent at the address or "ESCROW AGENT"), $1,500,000 of which shall be held in escrow for a period of no longer than one year pursuant to the account number specified in terms and conditions of the Escrow Agreement, and the remainder of which shall be distributed to the creditors of Seller and to Seller in the manner more fully described in a closing settlement statement to be prepared and approved by Seller and Purchaser. The Cash ComponentSimultaneously, MINUS (a) Seller will, and Parent will cause Seller to, assign and transfer to Purchaser all of its right, title and interest in and to the Regulatory HoldbackTransferred Assets (free and clear of all Liens, MINUS other than Permitted Liens) by delivery of (i) a General Assignment and Xxxx of Sale substantially in the form of EXHIBIT A hereto (the "GENERAL ASSIGNMENT"), duly executed by Seller, (ii) a grant, bargain and sale deed in proper statutory form for recording and otherwise in form and substance reasonably satisfactory to Purchaser conveying title to the Real Property and (iii) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser's Holdbackcounsel, MINUS one half as shall be effective to vest in Purchaser good title to the Transferred Assets (the General Assignment and the other instruments referred to in clauses (ii) and (iii) being collectively referred to herein as the "ASSIGNMENT INSTRUMENTS"), and (b) Purchaser will assume from Seller the due payment, performance and discharge of the Escrow FeesAssumed Liabilities by delivery of (i) an Assumption Agreement substantially in the form of EXHIBIT B hereto (the "ASSUMPTION AGREEMENT"), plus all interest earned on duly executed by Purchaser, and (ii) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller's counsel, as shall be effective to cause Purchaser to assume the Xxxxxxx Money Deposit shall then be released from Assumed Liabilities as and to the Escrow Account extent provided in SECTION 1.02(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the Deposit Escrow Account and paid to Sellers simultaneously with the actions specified in PARAGRAPH (D) of this Section"ASSUMPTION INSTRUMENTS"). Also at At the Closing, one half of there shall also be delivered to Seller and Purchaser the Escrow Fees shall opinions, certificates and other contracts, documents and instruments required to be paid to the Escrow Agent from the Cash Component delivered under ARTICLES VI and the other half of the Escrow Fees shall be paid directly by Purchaser to the Escrow AgentVII. (c) The Regulatory Holdback and the Purchaser's Holdback shall remain in the Escrow Account and shall be applied against the obligations specified in PARAGRAPHS (A) AND (B), respectively, of SECTION

Closing Escrow. (a) The Closing closing of the sale and purchase of the Shares (the “Closing”) will commence take place at the office offices of Parent in Las VegasDebevoise & Xxxxxxxx LLP, Nevada000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. on June 4, 2007 (or such earlier date to the extent that the Buyer has secured the Acquisition Financing so that the financing closing can occur simultaneously with the Closing), or at such other place time as the parties hereto mutually may agree in writing, at 9:00 a.m. Nevada writing (the “Closing Date”); provided that the Buyer may extend such date from time to time, on but no later than the Closing Date and shall be deemed to have occurred for each of the Las Vegas Business, the Black Hawk Business and the Tunica Business at 11:59 p.m., Nevada time, on the Closing Date (the "TRANSFER TIME"date set forth in Section 10.1(b), giving effect, retroactively in order to complete the Transfer Time, to tabulations of Assets, Liabilities and income and expense amounts allocable to Sellers for the period prior to the Transfer Time that will commence at 1:00 a.m., local time at the respective Business locations on the day after the Closing DateAcquisition Financing. (b) At the Closing, Purchaser each Seller will deliver to the Buyer, free and clear of all Liens, certificates representing all of the Shares set forth opposite such Seller’s name in Schedule 1.1, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps. (c) At the Closing, the Buyer will deliver the Cash Component (less the Xxxxxxx Money Deposit), as adjusted pursuant to SECTIONS 1.05(B) AND (C) AND 1.06(B), Escrow Amount by wire transfer of immediately available funds to the Escrow Account maintained by the Escrow Agent at the address or to the account number specified in under the Escrow Agreement. The Cash Component2 (d) At the Closing, MINUS the Regulatory HoldbackBuyer will pay to the Sellers by wire transfer of immediately available funds, MINUS to such account as shall be designated in writing by each Seller to the Purchaser's HoldbackBuyer at least two business days prior to the Closing Date, MINUS one half the amount opposite such Seller’s name in the column entitled “Seller Purchase Price” in Schedule 1.1 less each Seller’s share of the Escrow FeesAmount, plus all interest earned on the Xxxxxxx Money Deposit shall then be released from Insurance Amount, the Expense Amount and the Management Amount determined in accordance with the following formulas: (i) For each Seller (other than CD Fund IV) an amount equal to the product of (x) each such Seller’s Equity Percentage multiplied by (y) the sum of (A) the Escrow Account Amount, (B) the Insurance Amount, (C) the Expense Amount and the Deposit Escrow Account and paid to Sellers simultaneously with the actions specified in PARAGRAPH (D) the Management Amount; and (ii) For CD Fund IV, an amount equal to the product of this Section. Also at (x) the CD Fund IV Percentage multiplied by (y) the sum of the (A) Escrow Amount, (B) the Insurance Amount, (C) the Expense Amount and (D) the Management Amount. (e) At the Closing, one half the Company will pay to each Option Holder by wire transfer of immediately available funds, to such account as shall be designated in writing by each Option Holder to the Buyer at least two business days prior to the Closing Date, such Option Holder’s Option Cancellation Payment less such Option Holder’s share of the Escrow Fees Amount, the Insurance Amount, the Expense Amount and the Management Amount, determined by multiplying (i) each Option Holder’s Option Percentage by (ii) the sum of (w) the Escrow Amount, (x) the Insurance Amount, (y) the Expense Amount and (z) the Management Amount. The Option Cancellation Payments shall be paid subject to the Escrow Agent from the Cash Component all applicable Employment and the other half of the Escrow Fees shall be paid directly by Purchaser to the Escrow AgentWithholding Taxes. (cf) The Regulatory Holdback chief financial officer of the Company shall deliver to the Sellers, the Option Holders and the Purchaser's Holdback Buyer on the date that is three business days prior to the Closing Date a certificate setting forth the Insurance Amount and the calculation of each Seller’s Equity Percentage (other than CD Fund IV), the CD Fund IV Percentage and each Option Holder’s Option Percentage. The sum of the foregoing percentages shall remain equal 100%. (g) At the Closing, the Buyer shall pay by wire transfer of immediately available funds to the accounts specified in the Escrow Account Expense Statement the Expense Amount. Each of CD Fund IV and BRS Fund II shall be applied against deliver to each other, the obligations specified Sellers’ Representative and the Buyer on the date that is three business days prior to the Closing Date a statement signed by an officer of such party (all such statements, the “Expense Statement”) setting forth the reasonable out-of-pocket costs, fees and expenses of such party incurred in PARAGRAPHS connection with the transactions contemplated hereby (A) AND (B)including a reasonable estimate of such out-of-pocket costs, respectively, of SECTIONfees and expenses through the Closing 3

Closing Escrow. (a) The Closing will commence take place at the office offices of Parent in Las VegasXxxxxx Xxxxxx Zavis, Nevada000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 or at such other place as Buyer and the parties hereto Stockholders' Representative mutually agree in writingagree, at 9:00 a.m. Nevada 10:00 A.M., local time, on the Closing Date and shall be deemed to have occurred for each of the Las Vegas Business, the Black Hawk Business and the Tunica Business at 11:59 p.m., Nevada time, on the Closing Date (the "TRANSFER TIME"), giving effect, retroactively to the Transfer Time, to tabulations of Assets, Liabilities and income and expense amounts allocable to Sellers for the period prior to the Transfer Time that will commence at 1:00 a.m., local time at the respective Business locations on the day after the Closing Date. (b) . At the Closing, Purchaser Buyer will deliver pay the Cash Component Purchase Price as follows: (less a) $6.0 million (the Xxxxxxx Money Deposit), as adjusted pursuant to SECTIONS 1.05(B"ESCROW AMOUNT") AND (C) AND 1.06(B), of the Purchase Price shall be delivered by Buyer by wire transfer of immediately available funds to a mutually acceptable third party financial institution, as escrow agent (the Escrow Account maintained "ESCROW AGENT") under an escrow agreement to be entered into on the Closing Date by the Stockholders' Representative, Buyer and the Escrow Agent at the address or to the account number specified substantially in the Escrow Agreement. The Cash Component, MINUS form of attached EXHIBIT B (the Regulatory Holdback, MINUS "ESCROW AGREEMENT") with $2.0 million (the Purchaser's Holdback, MINUS one half "EQUITY AMOUNT") of the Escrow FeesAmount to secure satisfaction of the minimum stockholders' equity requirement set forth in SECTIONS 1.4 and 1.5; and (b) the balance of the Purchase Price shall be delivered by Buyer by wire transfer of immediately available funds to such accounts as the Stockholders' Representative directs by written notice delivered to Buyer at least 2 Business Days before the Closing Date. Simultaneously with the payments described in immediately preceding clauses (a) and (b), plus all interest earned on the Xxxxxxx Money Deposit shall then be released from Stockholders will assign and transfer to Buyer good and valid title in and to the Escrow Account Company Stock and the Deposit Escrow Account CISAC Stock, free and paid clear of all Liens, by delivering to Sellers simultaneously Buyer a certificate or certificates representing the Company Stock and the CISAC Stock, duly endorsed in blank or accompanied by duly executed stock powers endorsed in blank, with the actions specified in PARAGRAPH (D) of this Sectionrequisite stock transfer tax stamps, if any, attached. Also at At the Closing, one half of the Escrow Fees there shall also be paid delivered to the Escrow Agent from Stockholders and Buyer the Cash Component opinions, certificates and the other half of the Escrow Fees shall Contracts, documents and instruments to be paid directly by Purchaser to the Escrow Agentdelivered under ARTICLE IV. (c) The Regulatory Holdback and the Purchaser's Holdback shall remain in the Escrow Account and shall be applied against the obligations specified in PARAGRAPHS (A) AND (B), respectively, of SECTION