The Xxxxxxxx xxx Intellectual Property owned by Xxxxxxxx.xxx or any of its subsidiaries is free and clear of all Liens.
The Xxxxxxxx. (a) The Caesars Parties have made available to Growth Partners prior to the date hereof complete and accurate copies of the Disbursement Agreement, the Xxxxxxxx Construction Plans, the general contractors agreement, the architect’s agreement and all other material contracts relating to construction of The Xxxxxxxx (the “Xxxxxxxx Construction Contracts”), in each case, as in effect on the date hereof. There is no breach or violation of or default by any Company Party or its Subsidiaries or, to the Knowledge of the Caesars Parties, by any other party under any material provision of any Cromwell Construction Contract, whether or not such breach, violation or default has been waived and each Caesars Party and, to the Knowledge of the Caesars Parties, each other party thereto is in material compliance with its obligations under each Xxxxxxxx Construction Contract.
(b) The construction and development of The Xxxxxxxx has been conducted in accordance with the Xxxxxxxx Construction Plans in all material respects. The Xxxxxxxx Construction Plans have been approved to the extent required by any Governmental Entity, including any Gaming Authority, and the proposed Improvements as shown in the Xxxxxxxx Construction Plans comply in all material respects with applicable Law.
(c) The hotel and casino at The Xxxxxxxx are anticipated to be completed on or before the Xxxxxxxx Casino Target Opening Date and the restaurant and nightclub at The Xxxxxxxx is anticipated to be completed on or before the Xxxxxxxx Nightclub Target Opening Date. Section 6.24(c) of the Caesars Disclosure Schedule sets forth, as of the date hereof, all remaining costs and expenses associated with the construction, development and opening of the Xxxxxxxx, including the House Funds required by Section 8.10(d), any Required Contingency and any funds required to fund pre-opening services, including purchasing initial furnishings, fixtures and equipment and supplies (collectively, the “Remaining Xxxxxxxx Costs”). The aggregate amounts on deposit in the Accounts equal or exceed the sum of the aggregate Remaining Cromwell Costs.
The Xxxxxxxx. Equity Holders shall cease to directly own and control, of record and beneficially, at least 100% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower on a fully diluted basis (which for this purpose shall exclude all Equity Interests that have not yet vested); or
The Xxxxxxxx xxx Stockholders acknowledge that the basis for relying on exemptions from registration or qualification are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the transactions contemplated hereby are in fact exempt from registration or qualification.
The Xxxxxxxx. Xx used herein, the term "Landlord" means the Landlord originally so named as well as its successors and assigns, and any other subsequent owner of the leasehold estate or reversion in the Center, as well as the heirs, personal representatives, successors and assigns of any such subsequent owner, each of whom shall have the same rights, remedies, powers, authorities and privileges as he would have had if he had originally signed this Lease as Landlord, but any such person, whether or not named herein, shall have no liability hereunder after he shall cease to hold the title to or a leasehold interest in the said real estate, except for obligations which may have theretofore accrued. Neither Landlord nor any principal of Landlord, whether disclosed or undisclosed, shall have any personal liability with respect to this Lease, the Premises and the Center. After Tenant has accepted and taken occupancy of the Premises, Tenant shall look only to Landlord's estate and property in the Center (or the proceeds thereof) for the satisfaction of Tenant's remedies for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord or its partners or principals, disclosed or undisclosed shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant's remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenant's use or occupancy of the Premises. [SEE RIDER]
The Xxxxxxxx. In 2014, Xxxxxx further discovered Xxxxxxxx -1 in the Western Desert, which added reserves of about 8 mmbbl of crude oil, according to EGPC’s annual report FY 2014/15. The Xxxxxxxx field started producing light crude oil in November 2014. In March 2015, three xxxxx were producing more than 9,500 bbl/d. The drilling depth in the field was approximately 12,000 feet with completed-well costs of $3 million on average, according to a press release by Apache.
The Xxxxxxxx. Anti‑Kickback" Act, as amended (118 USC 874) as supplemented in Department of Labor regulations (41 CFR Chapter 60).
The Xxxxxxxx. Xx the Effective Time (as defined in Section 1.02), upon the terms and subject to the conditions of the Agreement, CDI shall acquire 100% of the issued and outstanding common of LOGIX from the Shareholders for and in consideration of the issuance to the Shareholders of an aggregate of 6,420,000 shares of CDI common stock. As a result of the Exchange, LOGIX shall become a wholly owned subsidiary of CDI.
The Xxxxxxxx. Xx order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Guarantors from the proceeds of the Loans, each Guarantor hereby unconditionally, absolutely and irrevocably, and jointly and severally guarantees, as primary obligor and not merely as surety, the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of all Obligations of each Borrower under the Credit Documents including the principal of and interest on the Loans owing by each Borrower pursuant to this Agreement. This Guaranty is a guaranty of payment and not of collection.
The Xxxxxxxx xxx Information Memorandum.
