Purchase Agreement Terms Clause Samples

Purchase Agreement Terms. Subject to the terms of the Purchase Agreement, Diversified is acquiring 190,476 Shares (as defined in the Purchase Agreement) and is loaning to Black Hawk an amount that ultimately will equal $6,000,000. The loan is evidenced by a Convertible Note of even date herewith (the "Note"). The Note provides, among other things, that prior to payment in full of the principal balance of the Note, all or any portion of the unpaid principal balance shall be convertible into Shares of Black Hawk at any time upon the election of Diversified and, if not yet fully converted, shall, unless the provisions of Article XI of this Operating Agreement apply, be automatically converted into Shares at such time as (i) Diversified has acquired or received all necessary and appropriate regulatory, licensing and other approvals from the Colorado Division of Gaming (the "Division"), the Colorado Limited Gaming Control Commission (the "Commission") and the State and local liquor licensing authorities and (ii) the Commission approves the issuance to the Company of a retail gaming license (such date of conversion being hereafter referred to as the "Conversion Date"). The proceeds of the loan received by Black Hawk pursuant to the Note shall be contributed to the capital of the Company by Black Hawk.

Purchase Agreement Terms. Sections 12.1 through 12.16 of the Purchase Agreement are hereby incorporated herein by this reference; provided that (i) references to "Agreement," "hereto," "hereunder," and similar references in such sections shall pertain to this Agreement; (ii) the Purchase Agreement (for the avoidance of doubt) shall be considered a Transaction Agreement; and (iii) references to "Purchasers" shall be deemed to be Lead Purchaser.

Purchase Agreement Terms. The following provisions of the Purchase Agreement are hereby incorporated, mutatis mutandis, by this reference: 15.2, 15.3, 15.6, 15.8, 15.9, 15.11, 15.12, 15.13.

Purchase Agreement Terms. Except as otherwise provided herein or as the context otherwise requires, terms for which meanings are provided in the Purchase Agreement (including "Required Noteholders") shall have the same meanings when used in this Guaranty.

Purchase Agreement Terms. The Purchase Agreement shall contain, in addition to the above, the commercially reasonable terms including, among others, and as modified by the Parties, the following:

Purchase Agreement Terms. Terms used herein which are defined in the Purchase Agreement and are not otherwise defined herein shall have the meanings set forth in the Purchase Agreement

Purchase Agreement Terms. Nothing in this ▇▇▇▇ of Sale modifies, expands or limits the terms of the Purchase Agreement. Conflicts between the terms and conditions of this ▇▇▇▇ of Sale and the terms and conditions of the Purchase Agreement will be resolved in favor of the Purchase Agreement.

Purchase Agreement Terms. This Assignment Agreement is intended to evidence the consummation of the transactions contemplated by the Purchase Agreement. This Assignment Agreement is in all respects subject to the provisions of the Purchase Agreement, and is not intended in any way to supersede, limit or qualify any provision of the Purchase Agreement.

Purchase Agreement Terms