Purchase and Sale of the Acquired Assets. (a) At the Closing, subject to the terms and conditions contained in this Agreement, the Sellers, as applicable, shall sell, assign, set-over, convey, deliver and transfer to the Purchaser, or its designee, free and clear of any and all Liens and whatsoever, excepting only Permitted Encumbrances, and the Purchaser shall purchase from the Sellers all of their right, title and interests in and to the Acquired Assets for the Purchase Price. (b) Within ten (10) days following the execution of this Agreement by all parties hereto, the Purchaser shall deliver the Deposit to the Escrow Agent. The Deposit shall be applied as a credit toward the Purchase Price by the Escrow Agent at the Closing. In the event Purchaser shall terminate this Agreement for any reason prior to the Closing Date, upon notice to the Escrow Agent and the Sellers of the Purchaser’s election to terminate this Agreement, the Escrow Agent shall promptly release the Deposit to the Purchaser. (c) Notwithstanding anything contained in this Agreement to the contrary, the Purchase Price shall be paid as follows: (i) Twenty-Six Million Five Hundred Thousand Dollars ($26,500,000.00), less the Deposit, the Credit and less any applicable prorations or credits due the Purchaser and plus any applicable prorations or credits due the Sellers, shall be paid, in immediately available funds, via wire transfer at Closing (the “Cash Portion of the Purchase Price”); (ii) Seven Million Dollars ($7,000,000.00) shall be evidenced by the Promissory Notes to be delivered at the Closing. The Promissory Notes shall be secured by: (A) the Mortgage; provided, however, the issuance and form of such mortgage shall be subject in all respects to the reasonable approval of the Purchaser’s lender; and (B) the Guaranty, each of which shall be delivered at the Closing; and (iii) Sellers agree to execute such additional documents evidencing: (i) the subordination of the Promissory Notes and the Mortgages under such terms and subject to such conditions as shall be reasonably required by the Purchaser’s lender and subject to the Seller’s reasonable review and approval; and (ii) the transfer of the Notes and Mortgages to any Affiliate of the Purchaser that also owns all of the assets of the applicable Business so transferred. (d) The Closing of the purchase and sale of the Acquired Assets shall take place at the offices of the Title Company or at such other place as may be mutually agreeable to the Sellers and the Purchaser. The parties and/or their respective agents shall gather at the Title Company on the day prior to Closing to review all closing documents and the Settlement Statements. At the Closing, upon payment of the Purchase Price, the Sellers shall deliver to the Purchaser the Acquired Assets, together with such acts of cash sales, bills of sale, assignments, certificates, resolutions, transfer powers, deed(s) and other documents and instruments of conveyance as shall be reasonably satisfactory to the Purchaser and its counsel to transfer ownership of the Acquired Assets to Purchaser or its designee, including, but not limited to, those items identified in Section 10 below. (e) Each of the Sellers acknowledges and agrees that Purchaser will pay and deliver the entire Purchase Price pursuant to the Settlement Statements at the Closing and that payment of the Purchase Price pursuant to the Settlement Statements shall satisfy any and all of the Purchaser’s obligations for payment of the Purchase Price hereunder to all of and each of the Sellers. Each of the Sellers acknowledges and agrees that the payment of the Purchase Price pursuant to the Settlement Statements has separate and direct economic benefit to each of them, and that such payment is appropriate consideration and reasonably related to the value of the interests each party is transferring hereunder. (f) Two Hundred Thousand and no/100 Dollars ($200,000.00) of the Purchase Price is specifically allocated as payment to the foregoing entities and individuals as consideration for their obligations and covenants under Section 11.21 below. The parties acknowledge and agree that this allocation is a reasonable allocation given the entities’ and the individuals’ and their relative abilities and experience in the gaming industry.
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Purchase and Sale of the Acquired Assets. (a) At On the Closing, terms and subject to the terms and satisfaction of the conditions contained set forth in this Agreement, including the Sellersconditions precedent set forth in Article VI, as applicableand in reliance on the representations, shall warranties, covenants and agreements set forth in this Agreement, on the Closing Date, the Seller hereby agrees to sell, assigntransfer, set-over, convey, deliver assign and transfer grant to the Purchaser, or its designee, free and clear of any and all Liens and whatsoever, excepting only Permitted EncumbrancesBuyer, and the Purchaser shall Buyer hereby agrees to purchase, without recourse to the Seller and without representations or warranties (except as specifically set forth herein), and Buyer agrees to purchase from Seller, the Sellers all of their Seller’s right, title and interests interest in, to and under (i) the Trust Certificates, (ii) the Unsecuritized Private Loans beneficially held by the Seller as of the Closing Date and identified in and the Schedule of Unsecuritized Private Loans to be delivered electronically in the form of a Student Loan Tape on the Closing Date pursuant to the Acquired Assets for Xxxx of Sale, Assignment and Assumption Agreement, (iii) the Unsecuritized FFELP Loans beneficially held by the Seller as of the Closing Date and identified in the Schedule of Unsecuritized FFELP Loans to be delivered electronically in the form of a Student Loan Tape on the Closing Date pursuant to the Xxxx of Sale, Assignment and Assumption Agreement and (iv) the 1,000 shares of Capital Stock, par value $0.01 per share, of the Depositor (the “Depositor Shares”), in consideration of the payment of the Purchase PricePrice to the Seller in the manner provided in Section 2.1(b) and the agreement by the Buyer to assume, pay, perform or otherwise accept or discharge all Other Business Liabilities.
(b) Within ten (10) days following Delivery or transfer of the execution Acquired Assets shall be made on the Closing Date prior to the consummation of this Agreement by all parties heretothe Merger Transaction. On the Closing Date, the Purchaser Buyer shall deliver the Deposit pay or cause to be paid to the Escrow Agent. The Deposit shall be applied as a credit toward Seller the Purchase Price by wire transfer of immediately available funds in U.S. dollars to the Escrow Agent account specified by the Seller to the Buyer by written notice at the Closing. In the event Purchaser shall terminate this Agreement for any reason least two (2) Business Days prior to the Closing Date, upon notice to the Escrow Agent and the Sellers of the Purchaser’s election to terminate this Agreement, the Escrow Agent shall promptly release the Deposit to the Purchaser.
(c) Notwithstanding anything contained in this Agreement to the contrary, the Purchase Price shall be paid as follows:
Upon receipt of (i) Twenty-Six Million Five Hundred Thousand Dollars ($26,500,000.00), less evidence of the Deposit, the Credit and less any applicable prorations or credits due the Purchaser and plus any applicable prorations or credits due the Sellers, shall be paid, in immediately available funds, via wire transfer at Closing (the “Cash Portion payment of the Purchase Price”);
, (ii) Seven Million Dollars a fully executed Accession Agreement, ($7,000,000.00iii) shall be evidenced by a fully executed Xxxx of Sale, Assignment and Assumption Agreement, (iv) the Promissory Notes to be delivered at Seller’s receipt of an executed Buyer Satisfaction Certificate in the Closing. The Promissory Notes shall be secured by: form attached hereto as Exhibit B and (v) the Buyer’s receipt of an executed Seller Satisfaction Certificate in the form attached hereto as Exhibit A, (A) the Mortgage; providedBuyer shall cause Xxxxxx Mae, howeverInc., in its capacity as the issuance and form of such mortgage shall be subject in all respects to the reasonable approval custodian of the Purchaser’s lender; loan documentation evidencing the Unsecuritized FFELP Loans, to indicate in its books and records that the Buyer is the holder of the beneficial interest in the Unsecuritized FFELP Loans and the loan documentation evidencing the Unsecuritized FFELP Loans, and (B) the GuarantySeller shall:
(1) cause each Trust Certificate, each accompanied by a written instrument of which shall transfer and such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may require in accordance with the Securitization Trust Agreement, to be delivered at along with the ClosingAccession Agreement and the Opinions of Counsel described in Section 2.3 to the Owner Trustee for transfer and for issuance of a new Trust Certificate in the name of the Buyer or its designee;
(2) cause the Unsecuritized Loans to be delivered to the Buyer by delivering the Student Loan Tape identifying the Unsecuritized Loans to the Buyer and causing CSD, in its capacity as the custodian of the loan documentation evidencing the Unsecuritized Private Loans, to indicate in its books and records that the Buyer is the holder of the beneficial interest in the Unsecuritized Private Loans and the loan documentation evidencing the Unsecuritized Private Loans; and
(iii3) Sellers agree cause the original copy of all books and records relating to execute such additional documents evidencing: (i) the subordination Depositor and the sold Depositor Shares to be delivered to the Buyer on or prior to the Closing Date at the time and in the manner agreed upon by the Seller and the Buyer, but in any event prior to the consummation of the Promissory Notes and the Mortgages under such terms and subject to such conditions as shall be reasonably required by the Purchaser’s lender and subject to the Seller’s reasonable review and approval; and (ii) the transfer of the Notes and Mortgages to any Affiliate of the Purchaser that also owns all of the assets of the applicable Business so transferredMerger Transaction.
(d) The sale and purchase of the Acquired Assets on the Closing Date shall be consummated upon (i) the payment by the Buyer to the Seller of the Purchase Price in the manner provided in Section 2.1(b), (ii) the execution and delivery by the Seller and the Buyer of the Xxxx of Sale, Assignment and Assumption Agreement, (iii) the assignment to the Buyer of the Trust Certificates in accordance with the applicable requirements under the Securitization Trust Agreements, (iv) the Seller’s receipt of an executed Buyer Satisfaction Certificate and (v) the Buyer’s receipt of an executed Seller Satisfaction Certificate. Upon the satisfaction of such conditions, such sale and purchase shall be effective as of the Closing Date, prior to the consummation of the Merger.
(e) If the Owner Trustee requires the payment of a sum sufficient to cover the payment of any Taxes or other government charges required to be paid in connection with the purchase and sale of the Acquired Assets shall take place at the offices of the Title Company or at Trust Certificates pursuant to Section 2.1(c), such other place as may be mutually agreeable to the Sellers and the Purchaser. The parties and/or their respective agents shall gather at the Title Company on the day prior to Closing to review all closing documents and the Settlement Statements. At the Closing, upon payment of the Purchase Price, the Sellers shall deliver to the Purchaser the Acquired Assets, together with such acts of cash sales, bills of sale, assignments, certificates, resolutions, transfer powers, deed(s) and other documents and instruments of conveyance as sum shall be reasonably satisfactory to paid by the Purchaser and its counsel to transfer ownership of the Acquired Assets to Purchaser or its designee, including, but not limited to, those items identified in Section 10 below.
(e) Each of the Sellers acknowledges and agrees that Purchaser will pay and deliver the entire Purchase Price pursuant to the Settlement Statements at the Closing and that payment of the Purchase Price pursuant to the Settlement Statements shall satisfy any and all of the Purchaser’s obligations for payment of the Purchase Price hereunder to all of and each of the Sellers. Each of the Sellers acknowledges and agrees that the payment of the Purchase Price pursuant to the Settlement Statements has separate and direct economic benefit to each of them, and that such payment is appropriate consideration and reasonably related to the value of the interests each party is transferring hereunderBuyer.
(f) Two Hundred Thousand The Buyer shall be responsible for the payment of all Negative Special Allowance Payments and no/100 Dollars ($200,000.00) all other amounts, if any, owing to the Department of Education or any Guarantor and applicable to Unsecuritized FFELP Loans that are accrued and unpaid as of the Purchase Price is specifically allocated as payment to Closing Date or that accrue on or after the foregoing entities and individuals as consideration for their obligations and covenants under Section 11.21 below. The parties acknowledge and agree that this allocation is a reasonable allocation given the entities’ and the individuals’ and their relative abilities and experience in the gaming industryClosing Date.
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Purchase and Sale of the Acquired Assets. (a) At the Closing, subject to the terms and conditions contained in this Agreement, the Sellers, as applicable, shall sell, assign, set-over, convey, deliver and transfer to the Purchaser, or its designee, free and clear of any and all Liens and Indebtedness whatsoever, excepting only Permitted Encumbrances, and the Purchaser shall purchase from the Sellers Sellers, as applicable, all of their rightrights, title and interests in and to the Acquired Assets for the Purchase Price.
(b) Within ten (10) days following the execution of this Agreement by all parties hereto, the Purchaser shall deliver the Deposit to the Escrow Agent. The Deposit shall be applied as a credit toward the Purchase Price by the Escrow Agent at the Closing. In the event Purchaser shall terminate this Agreement for any reason in the Purchaser’s sole discretion prior to the Closing Date, other than a default by the Purchaser, upon notice to the Escrow Agent and the Sellers of the Purchaser’s election to terminate this Agreement, the Escrow Agent shall promptly release the Deposit to the Purchaser. Should the Purchaser breach any provisions of this Agreement and not otherwise cure such breach pursuant to the terms and conditions hereof, the Deposit shall be forfeited by the Purchaser to the Sellers as the full and final measure of their liquidated damages hereunder, and not as a penalty, and, with the exception of the Purchaser’s indemnity set forth in Section 3.1(b) below, thereafter this Agreement shall be null and void and of no further force and effect.
(c) Notwithstanding anything contained in this Agreement to the contrary, the Purchase Price shall be paid as follows:
(i) Twenty-Six Million Five Hundred Thousand Dollars ($26,500,000.00), less the Deposit, the Credit and less any applicable prorations or credits due the Purchaser and plus any applicable prorations or credits due the Sellers, shall be paid, in immediately available funds, via wire transfer at Closing (the “Cash Portion of the Purchase Price”);
(ii) Seven Million Dollars ($7,000,000.00) shall be evidenced by the Promissory Notes to be delivered at the Closing. The Promissory Notes shall be secured by: (A) the Mortgage; provided, however, the issuance and form of such mortgage shall be subject in all respects to the reasonable approval of the Purchaser’s lender; and (B) the Guaranty, each of which shall be delivered at the Closing; and
(iii) Sellers agree to execute such additional documents evidencing: (i) the subordination of the Promissory Notes and the Mortgages under such terms and subject to such conditions as shall be reasonably required by the Purchaser’s lender and subject to the Seller’s reasonable review and approval; and (ii) the transfer of the Notes and Mortgages to any Affiliate of the Purchaser that also owns all of the assets of the applicable Business so transferred.
(d) The Closing of the purchase and sale of the Acquired Assets shall take place at the offices of the Title Company or at such other place as may be mutually agreeable to the Sellers and the Purchaser. The parties and/or their respective agents shall gather at the Title Company on the day prior to Closing to review all closing documents and the Settlement Statements. At the Closing, upon payment of the Purchase Price, the Sellers Sellers, as applicable, shall deliver to the Purchaser the Acquired Assets, together with such acts of cash sales, bills of sale, assignmentspowers of assignment, certificates, resolutions, transfer powers, deed(s) and other documents and instruments of conveyance as shall be reasonably satisfactory to the Purchaser and its counsel to transfer record ownership of the Acquired Assets to Purchaser or its designeeAssets, including, but not limited to, those items identified in Section 10 below.
(ed) Each of the Sellers acknowledges each acknowledge and agrees agree that Purchaser will may pay and deliver the entire Purchase Price pursuant to any one of the Settlement Statements Sellers as directed by all of the Sellers at the Closing and that payment of the Purchase Price pursuant to the Settlement Statements directions of the Sellers shall satisfy any and all of the Purchaser’s obligations for payment of the Purchase Price hereunder to all of and each of the Sellers. Each of Notwithstanding the Sellers acknowledges and agrees foregoing, the parties agree that the payment of the Purchase Price pursuant to the Settlement Statements has separate and direct economic benefit to each of them, and that such payment is appropriate consideration and reasonably related to the value of the interests each party is transferring hereunder.
ten percent (f) Two Hundred Thousand and no/100 Dollars ($200,000.0010%) of the Purchase Price Price, allocated equally between the Sellers is specifically allocated the monetary consideration paid for the “covenant not to do” as payment to the foregoing entities and individuals as consideration for their obligations and covenants under contained in Section 11.21 below11.21. The parties acknowledge and agree that this allocation is a reasonable allocation given the entities’ and the individuals’ and their relative abilities and experience in the gaming industry. The parties each further acknowledge and agree that payment of the Purchase Price to the Sellers as outlined on the Settlement Statement is appropriate consideration and reasonably related to the value of the interests each party is transferring under this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Jacobs Entertainment Inc)
Purchase and Sale of the Acquired Assets. (a) At the Closing, subject to the terms and conditions contained in this Agreement, the Sellers, as applicable, shall sell, assign, set-over, convey, deliver and transfer to the Purchaser, or its designee, free and clear of any and all Liens and Indebtedness whatsoever, excepting only Permitted Encumbrances, and the Purchaser shall purchase from the Sellers Sellers, as applicable, all of their rightrights, title and interests in and to the Acquired Assets for the Minimum Purchase Price, and Purchaser shall pay to the Sellers the Minimum Purchase Price, in immediately available funds, at the Closing subject to the Escrow Hold Back and any other prorations described in this Agreement.
(b) Within ten (10) days Business Days following the execution of this Agreement by all parties hereto, the Purchaser shall deliver the Deposit to the Escrow Agent. The In every event, should the transaction contemplated by this Agreement be consummated, the Deposit shall be applied as a credit toward the Purchase Price by the Escrow Agent at the Closing. In the event Purchaser shall terminate this Agreement for any reason prior to that date which is sixty-one (61) days after the Closing Agreement Date (“Deposit Forfeit Date”), upon notice to the Escrow Agent and the Sellers of the Purchaser’s election to terminate this Agreement, the Escrow Agent shall promptly release the Deposit to the Purchaser in which event this Agreement shall thereafter be null and void and no party shall have any further liability or obligation hereunder. Promptly following the Deposit Forfeit Date, and in no event later than 5 days following the same and provided the Escrow Agent has not received a notice of termination from the Purchaser prior to the Deposit Forfeit Date, the Escrow Agent shall without further instruction release the Deposit to the Sellers. In the event Purchaser shall terminate this Agreement for any reason on or after the Deposit Forfeit Date, upon notice to the Escrow Agent and the Sellers of the Purchaser.
(c) ’s election to terminate this Agreement, this Agreement shall be null and void and no party shall have any further liability or obligation hereunder and the Sellers shall retain the Deposit as full and final compensation for any and all damages they may have incurred hereunder, and not as a penalty. Notwithstanding anything contained in this Agreement to the contrary, in no event shall the Purchase Price shall be paid as follows:
(i) Twenty-Six Million Five Hundred Thousand Dollars ($26,500,000.00), less Purchaser have any liability for any damages to the Sellers in excess of the Deposit, the Credit and less any applicable prorations or credits due the Purchaser and plus any applicable prorations or credits due the Sellers, shall be paid, in immediately available funds, via wire transfer at Closing (the “Cash Portion of the Purchase Price”);
(ii) Seven Million Dollars ($7,000,000.00) shall be evidenced by the Promissory Notes to be delivered at the Closing. The Promissory Notes shall be secured by: (A) the Mortgage; provided, however, the issuance and form of such mortgage shall be subject in all respects to the reasonable approval of the Purchaser’s lender; and (B) the Guaranty, each of which shall be delivered at the Closing; and
(iii) Sellers agree to execute such additional documents evidencing: (i) the subordination of the Promissory Notes and the Mortgages under such terms and subject to such conditions as shall be reasonably required by the Purchaser’s lender and subject to the Seller’s reasonable review and approval; and (ii) the transfer of the Notes and Mortgages to any Affiliate of the Purchaser that also owns all of the assets of the applicable Business so transferred.
(dc) The Closing of the purchase and sale of the Acquired Assets shall take place at the offices of the Title Company or at such other place as may be mutually agreeable to the Sellers and the Purchaser. The parties and/or their respective agents shall gather at the Title Company on the day prior to Closing to review all closing documents and the Settlement Statements. At the Closing, upon payment of the Minimum Purchase Price, the Sellers Sellers, as applicable, shall deliver to the Purchaser the Acquired Assets, together with such acts of cash sales, bills of sale, assignmentspowers of assignment, certificates, resolutions, transfer powers, deed(s) and other documents and instruments of conveyance as shall be reasonably satisfactory to the Purchaser and its counsel to transfer record ownership of the Acquired Assets to Purchaser or its designeeAssets, including, but not limited to, those items identified in Section 10 below.
(d) On that date that is not later than nineteen (19) full calendar months after Devices are legally operating at the Premises, the Purchaser shall pay to the Sellers, in immediately available funds, the Earn-Out Payment.
(e) Each Sellers hereby instruct the Purchaser to pay the entire Minimum Purchase Price and the Earn-Out Payment to Market Street and each of the Sellers acknowledges and agrees acknowledge that Purchaser will pay and deliver the entire Purchase Price payment pursuant to the Settlement Statements at the Closing and that payment of the Purchase Price pursuant to the Settlement Statements foregoing directive shall satisfy any and all of the Purchaser’s obligations for payment of the Minimum Purchase Price and the Earn Out Payment hereunder to all of and each of the Sellers. Each of Notwithstanding the Sellers acknowledges and agrees foregoing, the parties agree that the payment of the Purchase Price pursuant to the Settlement Statements has separate and direct economic benefit to each of them, and that such payment is appropriate consideration and reasonably related to the value of the interests each party is transferring hereunder.
(f) Two One Hundred Thousand and no/100 Dollars ($200,000.00100,000.00) of the Purchase Price Price, allocated equally between the Sellers is specifically allocated the monetary consideration paid for the “obligation not to do” as payment to the foregoing entities and individuals as consideration for their obligations and covenants under contained in Section 11.21 below11.21. The parties acknowledge and agree that this allocation is a reasonable allocation given the entities’ and the individuals’ and their relative abilities and experience in the gaming industry. The parties each further acknowledge and agree that payment of the Minimum Purchase Price and the Earn Out Payment to the Sellers as outlined on the Settlement Statement is appropriate consideration and reasonably related to the value of the interests each party is transferring under this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Jacobs Entertainment Inc)
