Deferred Closings. (a) If, as of the Closing Date, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to consummate the purchase by Growth Partners of a Purchased Asset or the contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to a Purchased Asset specified therein, then the closing of the transactions contemplated hereby (the “Deferred Closing”) with respect to such Purchased Asset (each, a “Deferred Asset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 with respect to such Deferred Asset.
(b) Until the Deferred Closing Outside Date (as defined below), the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a Deferred Asset for the period between the Closing and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to the actual occurrence, if at all, of the Deferred Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabili...
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. 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. 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. The following Sections shall be added after Section 2.6 of the Agreement:
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. 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. 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. The Company may, solely within its discretion, sell additional shares of Common Stock and Warrants, after the Initial Closing Date, but on or prior to the date of the Filing Date Deadline (as defined in the Registration Rights Agreement), at one or more subsequent closings, at the Purchase Price, but otherwise on the same terms and conditions set forth herein (each such closing, an "Additional Closing", and the date and time of each Additional Closing, an "Additional Closing Date". At any Additional Closing, upon execution of this Agreement, a purchaser of Common Stock and Warrants pursuant to the terms hereof shall become a party hereto and shall be included within the meaning of Purchaser hereunder, and Schedule A shall be amended to include that purchaser, without any further consent or action on the part of the Purchasers or the Company.
