Deferred Closings. If pursuant to Section 6.20(c), Article XII or Section 13.2, the closing date is deferred with respect to an Acquired Property, then such Acquired Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows with respect to the Deferred Properties:
(a) Following the Closing, the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase Price.
(b) At the Closing, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”).
(c) Subject to Section 6.20(c) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Date”).
(d) Each such Deferred Property shall continue to be subject to all of the terms and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated Deposit.
Deferred Closings. (i) Section 2.08(b) of the SAPA is hereby amended by replacing in its entirety the contents thereof with the following:
Deferred Closings. Any and all Deferred Closing Gaming Licenses shall have been obtained, which Deferred Closing Gaming Licenses shall have been granted without the imposition of limitations, restrictions or conditions materially adverse to CEC, CAC or Growth Partners, and such Deferred Closing Gaming Licenses shall be in full force and effect.
Deferred Closings. If a Property is an Excluded Property pursuant to Section 6(a) of the Agreement, then the Closing(s) for any such Excluded Property (each a “Deferred Closing”) shall be deferred until the date that is fifteen (15) days following Purchaser’s notice to Seller that the conditions set forth in Section 11(a) have been satisfied with respect to such Excluded Property (each a “Deferred Closing Date”). The amount of the Purchase Price payable at Closing of the Property (other than an Excluded Property) shall be reduced by the Allocated Purchase Price of the Excluded Property (or Excluded Properties). As to any Excluded Property, the terms, conditions and covenants of the Agreement shall remain in full force and effect as to the Deferred Closing and Deferred Closing Date for such Excluded Property and Seller and Purchaser shall use commercially reasonable efforts to satisfy such conditions. If the conditions to Closing with respect to any Excluded Property are not satisfied by August 1, 2007, and Seller and Purchaser are using commercially reasonable efforts to satisfy such conditions, then absent an agreement by the parties to the contrary, any and all of each party’s rights, liabilities, obligations, representations and warranties with respect to such Excluded Property shall be void and of no further force and effect and Purchaser shall be entitled to a refund of the Excluded Property Deposit with respect to such Excluded Property; provided, however, such rights, liabilities, and obligations, together with all of the terms of the Agreement, shall remain in full force and effect with respect to all Properties being conveyed.
Deferred Closings. In the event that the First Closing occurs, but the RIM Closing or the BRH Closing are not each consummated prior to the date that is six (6) months after the date of this Agreement, as a result of the failure of one or more of the conditions set forth in Section 6.4, Section 6.6, Section 6.5 or Section 6.6, the Seller Group, to the extent requested by Parent and for no additional consideration, agrees to use its commercially reasonable efforts to cause each applicable Seller Group Party to take all actions consistent with applicable Law as are necessary or reasonably requested by Parent to provide Parent with all of the benefits and burdens (including for the avoidance of doubt, with respect to any Taxes that would be the responsibility of Parent if the RIM Closing or the BRH Closing, as applicable, occurred) of owning the RIM Securities and BRH Securities, as applicable, free and clear of all Encumbrances other than Permitted Encumbrances.
Deferred Closings. Notwithstanding anything to the contrary contained in this Agreement, (a) the Purchaser may defer the Second Closing and/or the Third Closing to a date not later than September 30, 2005; (b) if the Purchaser defers the Second Closing to a date later than the Second Closing Date, the Purchaser shall pay to the Seller on the first business day of each month following the Second Closing Date and prior to the date upon which the Second Closing actually occurs or the date the First Adjusted Note is paid in full, whichever is earlier, the sum of $250,000, and shall issue a new note (the “First Re-Adjusted Note”) to the Seller in exchange for the First Adjusted Note, which First Re-Adjusted Note shall be identical to the First Adjusted Note except the amount of the original issue price of the First Re-Adjusted Note shall be an amount equal to the original issue price of the First Adjusted Note plus the product of 600,000 and the closing share price of the Common Stock two trading days prior to the First Closing Date; and (c) if the Purchaser defers the Third Closing to a date later than the Third Closing Date, the Purchaser shall pay to the Seller on the first business day of each month following the Third Closing Date and prior to the date upon which the Third Closing actually occurs or the date the Second Adjusted Note is paid in full, whichever is earlier, the sum of $250,000, without, however, duplication of any amount payable pursuant to the preceding clause (b) and, if the Second Closing has previously occurred, issue a new note (the “Second Re-Adjusted Note”) to the Seller in exchange for the Second Adjusted Note, which Second Re-Adjusted Note shall be identical to the Second Adjusted Note except the amount of the original issue price of the Second Re-Adjusted Note shall be an amount equal to the original issue price of the Second Adjusted Note plus the product of 600,000 and the closing share price of the Common Stock two trading days prior to the First Closing Date. If the Second Closing and/or the Third Closing do not occur prior to September 30, 2005, then, the Seller shall have no further obligations to the Purchaser under this Agreement, and the Purchaser shall have no further obligations to the Seller under this Agreement except the obligation to pay to the Seller the amounts provided for in the preceding clause (b) or (c), as the case may be (i.e., if the Purchaser desires to pay in full the First Re-Adjusted Note or the Second Re-Adjusted Note, as...
Deferred Closings. Subject to the terms and conditions hereof, the Company may consummate an additional closing or series of closings (each, a "Deferred Closing") with an additional purchaser or purchasers approved by the Board (each, an "Additional Purchaser" and collectively, the "Additional Purchasers") on the same terms and conditions set forth in the CNA and this Joinder and the provisions of Section 2.6 of this Joinder shall apply to such Deferred Closing, mutatis mutandis; provided that (i) any such Deferred Closing shall occur no later than one hundred and twenty (120) days from the Fifth Closing; and (ii) the aggregate amount to be extended by the Additional Purchasers (the "Additional Loan Amount"), together with the aggregate Loan Amount (including, for greater certainty, the additional Loan Amounts to be extended by the Major Purchasers pursuant to the Joinder), shall not exceed US$11 Million. Simultaneously with the consummation of a Deferred Closing, the Additional Purchasers shall execute and deliver to the Company a joinder agreement, pursuant to which each such Additional Purchaser shall become a party to the CNA and this Joinder and for all purposes under the CNA and this Joinder, the Additional Purchaser shall be deemed to be a "Purchaser" and the Additional Loan Amount shall be deemed to be part of the "Loan Amount".
Deferred Closings. The following Sections shall be added after Section 2.6 of the Agreement:
Deferred Closings. With respect to any Property for which the Closing is deferred in accordance with Sections 2.5 or 3.3 or Article VI (and provided such Property is not excluded pursuant to the express provisions of this Agreement), the Closing with respect to such Property shall occur on the first business day that is ten (10) business days from the date that Buyer has received the Lender Approval (or such Loan is deemed to be a Repayment Loan) pursuant to Section 2.5(b) or after a Purchase Price reduction has been determined in accordance with Section 3.3, as applicable.
Deferred Closings. Following the Initial Closing and for a period of 120 days thereafter, the Company may issue and allot up to 16,340 Shares (the "Additional Shares") to additional new investor(s) approved by the Company's Board of Directors ("Deferred Closing Investor(s)"), in consideration for the payment to the Company by such Deferred Closing Investor(s) of the PPS for each Additional Share purchased thereby and for an aggregate payment to the Company of up to US$ 450,000 (the "Additional Investment Amount"), on the same terms and conditions as set forth herein (the "Deferred Closing(s)", and together with the Initial Closing, a "Closing"). Each Deferred Closing Investor shall be required to execute a joinder to this Agreement and the Company's Shareholders Rights Agreement. Immediately upon receipt from each Deferred Closing Investor of (a) a duly executed joinder to this Agreement and the Company's Shareholders Rights Agreement, and (b) payment of the Additional Investment Amount for the Additional Shares purchased at the Deferred Closing, the Company will issue and allot the Additional Shares to the Deferred Closing Investor, the name, address and number of Additional Shares issued to each Deferred Closing Investor shall be added to Schedule A attached hereto and the Company shall deliver to the Deferred Closing Investor validly executed share certificates covering the Additional Shares issued in the name of such Deferred Closing Investor. By execution of this Agreement the Investors hereby acknowledge and consent the consummation of the Deferred Closing, subject to its terms as set forth above and hereby waive any and all rights of preemption, participation, first offer, and notice thereof, or any other similar right that they may have or had in connection with the issuance of the Additional Shares under the Company's governing documents.
