ASSET ACQUISITION AGREEMENT
July 30, 1996
The parties to this Agreement are PRESIDENT RIVERBOAT CASINO - NEW YORK,
INC., a Delaware corporation (the "Seller") and GREATER DUBUQUE RIVERBOAT
ENTERTAINMENT COMPANY, L.C., an Iowa limited liability company (the "Buyer").
Seller is the owner of the United States Flag Excursion Vessels named "The
President/Missouri," built in 1991, official number 973800 and "The President
Casino/Missouri II," built in 1991, official number 973801 (the "Vessel").
Buyer, as charterer, has been in sole and exclusive possession of the Vessel
since the Closing Date (the "Charter Agreement Closing Date") pursuant to that
certain Charter Agreement, dated as of August 18, 1995, by and between Buyer
and Seller and as amended on September 12, 1995 (the "Charter Agreement").
Pursuant to the terms of the Charter Agreement, Buyer was granted the option
to acquire the Vessel and certain assets relating to the Vessel on the terms
and conditions contained herein, and Buyer has duly notified Seller of its
election to exercise such option. Seller desires to sell the Vessel and
certain assets relating to the Vessel to Buyer, and Buyer desires to purchase
the Vessel and those assets, on the terms and conditions contained in this
Agreement. All capitalized terms used herein and not otherwise defined shall
have the meaning ascribed to them in the Charter Agreement.
Accordingly, the parties hereto, intending to be legally bound hereby, agree
as follows:
1. Sale and Purchase of Assets.
1.1 Sale of Assets to Buyer. At the Closing referred to in Section 3,
Seller shall sell and assign to Buyer, and Buyer shall purchase and acquire
from Seller, the Vessel and certain of the assets of Seller used by Buyer,
pursuant to the terms of the Charter Agreement, in connection with the
operation of the Vessel. Except as otherwise provided in Section 1.2, the
assets to be sold and assigned hereunder (collectively, the "Acquired Assets")
include all of Seller's right, title and interest in and to the following:
(a) The Vessel;
(b) All fixtures, furniture, equipment, supplies and other items
of tangible personal property, other than the Excluded Equipment and the
Gaming Equipment, used in connection with the operation of the Vessel in
accordance with the terms of the Charter Agreement and listed on Schedule 1(d)
to the Charter Agreement (the "Equipment"), which schedule is affixed hereto
as Schedule 1.1(b);
(c) All improvements to the Vessel;
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(d) All rights under manufacturers and vendor's warranties
relating to items otherwise included in the Acquired Assets and all similar
rights against third parties relating to items otherwise included in the
Acquired Assets, if any; and
(e) All permits, licenses, certificates, approvals and notices of
inspection in affect at the time of the Closing related to the operation of
Vessel, to the extent such are owned by Charterer.
1.2 Books and Records. Seller shall make available to Buyer, all of
its books, ledgers, files, logs and other records and data principally related
to the marine operation of the Vessel, including but not limited to, technical
information and engineering data, which documents Buyer shall have the right
to photocopy.
1.3 Excluded Assets. The Acquired Assets expressly to not include the
following:
(a) The assets listed on Schedule 1(e) to the Charter Agreement;
(b) The Gaming Equipment (as defined in the Charter Agreement);
and
(c) Any lease, commitment, or other agreement as to which Buyer
does not specifically assume any obligation or liability pursuant to Section
2(c).
1.4 Assumption of Liabilities. As expressly provided in Section 2(c),
from and after the Closing Date, Buyer shall assume, and shall have liability
for, any liabilities or obligations in connection with, arising out of or
related to the Acquired Assets. Buyer shall pay, perform, and discharge all
the liabilities and obligations described in Section 2(c) and Buyer shall, in
accordance with the provisions of Section 12.2, indemnify and hold Seller
harmless from and against any loss, liability, damage, or expense (including
reasonable attorneys' fees) arising out of Buyer's failure to pay, perform, or
discharge any of those liabilities and obligations.
2. Purchase Price. As full consideration for the Acquired Assets, at the
Closing Buyer shall:
(a) Pay to Seller, by wire transfer of immediately available
funds, a sum equal to the total due set forth on Exhibit "A" which with the
Initial Payment Amount set forth in Section 1(a) of the Charter Agreement
(that is identified in the Purchase Option Schedule as the Down Payment and is
released pursuant to Section 2(b) hereof) and amounts due under Subsection
2(c) hereof shall be the entire amount due to Seller by Buyer;
(b) Execute a release granting Seller the right to retain the
Initial Payment; and
(c) Assume, and agree to pay, perform, and discharge (i) all of
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Seller's liabilities and obligations under any leases, commitments, and other
agreements included in the Acquired Assets and (ii) all other liabilities and
obligations (other than those arising as a result of any Consensual Lien on
the Acquired Assets, to the extent, and only to the extent, such Consensual
Liens relate to the period prior to the Closing Date), of whatever kind or
nature, arising out of or directly or indirectly related to the Acquired
Assets or the use and operation thereof, whether direct or indirect, known or
unknown, contingent or not contingent or matured or not matured, in each case,
to the extent, and only to the extent, such liabilities and obligations relate
to the period after the Charter Agreement Closing Date pursuant to the terms
of the Charter Agreement (the "Post Delivery Period").
3. Closing. The Closing of the transactions contemplated hereby
("Closing") shall take place at the offices of Klehr, Harrison, Xxxxxx,
Xxxxxxxxx & Xxxxxx, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (or
at such other place as the parties may agree upon in writing) on such date
within one hundred twenty (120) days after the execution of this Agreement, as
the parties shall mutually agree upon. The date on which the Closing is held
is referred to in this Agreement as the "Closing Date." At the Closing, the
parties shall execute and deliver the documents and take the actions described
in Section 10 hereof.
4. Representations of Seller. Seller hereby represents, warrants, and
agrees as follows:
4.1 Organization and Authority. Seller is a corporation duly
organized, validly existing in good standing under the laws of the
jurisdiction in which it is incorporated and has the full corporate power and
authority to enter into and to perform this Agreement and to carry on its
business as it is presently being conducted.
4.2 Authorization of Agreement. The execution, delivery, and
performance of this Agreement by Seller have been duly authorized by all
necessary corporate action of Seller and this Agreement constitutes the valid
and binding obligation of Seller enforceable against it in accordance with its
terms, except as may be limited by bankruptcy, insolvency or other similar
laws affecting the enforcement of creditors' rights in general and subject to
general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).
4.3 Conflicts; Consents of Third Parties. Subject to the receipt of
consents and approvals set forth on Schedule 4.3, the execution, delivery, and
performance of this Agreement by Seller will not (i) conflict with the
certificate of incorporation or bylaws of Seller and will not conflict with,
or result in the breach or termination of, or constitute a default under, any
lease, charter, agreement, commitment, or other instrument, or any order,
judgment, decree, injunction, regulation or ruling of any governmental
authority or regulatory organization, domestic or foreign, to which Seller is
a party or by which it is bound or to which any of the Acquired Assets is
subject; (ii) constitute a violation by Seller of any law or regulation
applicable o it or to the Acquired Assets; or (iii) result in the creation of
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any lien, claim, charge, encumbrance, or other restriction of any kind or
character ("Lien") upon any of the Acquired Assets, other than Liens caused
by, or directly or indirectly arising as a result of (x) any action or
inaction on the part of Buyer or (y) Buyer's operations or Buyer's possession
of the Acquired Assets. Except as set forth on Schedule 4.3 or as otherwise
expressly contemplated by this Agreement, no consent, approval, or
authorization of, or designation, declaration or filing with, any governmental
authority is required on the part of the Seller in connection with the
execution, delivery, and performance of this Agreement.
4.4 Title to Acquired Assets; Encumbrances. On the Closing Date Buyer
will receive good, valid, and marketable title to all the Acquired Assets,
free and clear of any Liens, other than Liens caused by, or directly or
indirectly arising as a result of (i) any action or inaction on the part of
Buyer or (ii) Buyer's operations or Buyer's possession of the Acquired Assets.
4.5 Broker's or Finder's Fees. Coastal Marine has acted as the sole
broker on behalf of Seller in connection with the transactions contemplated by
this Agreement and the Charter Agreement and all broker's fees to which the
Coastal Marine is entitled on account hereof and thereof have been paid in
full by Seller.
5. Representations of the Buyer. Buyer represents, warrants, and agrees as
follows:
5.1 Organization Authority. Buyer is a corporation duly organized,
validly existing, and in good standing under the laws of the jurisdiction in
which it is incorporated and has the full corporate power and authority to
enter into and to perform this Agreement and to carry on its business as it is
presently being conducted.
5.2 Authorization of Agreement. The execution, delivery, and
performance of this Agreement by Buyer have been duly authorized by all
necessary corporate action of Buyer and this Agreement constitutes the valid
and binding obligation of Buyer enforceable against it and in accordance with
its terms, except as may be limited by bankruptcy, insolvency, or other
similar laws affecting the enforcement of creditors' rights in general and
subject to general principles of equity (regardless of whether enforceability
is considered in a proceeding in equity or at law).
5.3 Conflict; Consents of Third Parties. The execution, delivery, and
performance of this Agreement by Buyer will not (i) conflict with the Articles
of Organization or Operating Agreement of Buyer and will not conflict with, or
result in the breach or termination of, or constitute a default under, any
lease, charter, agreement, commitment, or other instrument, or any order,
judgment, decree, injunction, regulation or ruling of any governmental
authority or regulatory organization, domestic or foreign, to which Buyer is a
party or by which it is bound or to which any of its assets is subject; or
(ii) constitute a violation by Buyer of any law or regulation applicable to
Buyer. Except as set forth on Schedule 5.3 or as otherwise expressly
contemplated by this Agreement, no consent, approval, or authorization of, or
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designation, declaration or filing with, any governmental authority is
required on the part of Buyer in connection with the execution, delivery, and
performance of this Agreement.
5.4 Broker's or Finder's Fees. No agent, broker, person, or firm
acting on behalf of Buyer is, or will be, entitled to any commission or
broker's or finder's fee from either of the parties hereto, or from any person
controlling, controlled by or under common control with any of the parties
hereto, in connection with any of the transactions contemplated hereby.
5.5 Control of Vessel. Buyer acknowledges that subject to the terms of
the Charter Agreement it has had, since the Charter Agreement Closing Date,
complete and sole control over the use and operation of the Vessel and the
other assets included in the Acquired Assets. As a result, Buyer is in the
best possible position to evaluate and inspect the condition of the Acquired
Assets and, in that regard, Buyer has had the full and complete opportunity to
inspect and evaluate the condition of the Acquired Assets. Buyer acknowledges
that it has independently evaluated the Acquired Assets and the liabilities
and obligations to be assumed by it hereunder and acknowledges and confirms
that it has determined to enter into this Agreement and to consummate the
transactions contemplated hereby based solely upon such evaluations and
criteria as it has independently deemed appropriate. Buyer has not relied
upon, and is not entering into this transaction in consideration of, any
information, written or oral, given to Buyer by Seller or any representative
or agent of Seller.
6. No Representation or Warranty Other than as Expressly Set Forth Herein.
Except for the representations and warranties expressly set forth in Section 4
above, no representations or warranties, expressed or implied, are, or have
been, made by Seller or anyone acting on behalf of Seller. In particular,
without in any way limiting the generality of the foregoing, Seller is not
making any representation or warranty regarding the condition of the Vessel or
any of the other assets included in the Acquired Assets. The Acquired Assets
are being sold "as is," "where is," and without recourse to or warranty by
Seller.
7. Status of Vessel During the Period Beginning on the Date of this
Agreement and Ending on the Closing Date. During the period beginning on the
date of this Agreement and ending on the Closing Date, the Vessel and the
other assets included in the Acquired Assets shall continue to be subject to
the terms and conditions of the Charter Agreement and the Buyer shall continue
to be bound by all of its obligations thereunder, including, without
limitation, the obligation to continue to pay Charter Hire to maintain and
repair the Vessel and the other assets included in the Acquired Assets and to
maintain insurance, all as more particularly set forth in the Charter
Agreement.
8. Conditions to Buyer's Obligations. The obligations of Buyer to
consummate the purchase of the Acquired Assets in accordance with the terms
hereof are subject to the satisfaction, on or before the Closing Date, of the
following conditions (any of which may be waived in writing by Buyer):
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8.1 Truth of Representations and Warranties. The representations and
warranties of Seller contained in this Agreement (including any Schedule
delivered pursuant hereto) shall be true and correct in all material respects
on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date.
8.2 Performance of Agreements. Each and all of the agreements of
Seller to be performed on or before the Closing Date pursuant to the terms
hereof shall be duly performed in all material respects.
8.3 No Litigation Threatened. No injunction or restraining order shall
be in effect and no action or proceeding shall have been instituted or, to the
best of Seller's knowledge, shall have been threatened before a court or other
governmental body, or by any public authority, to restrain or prohibit any of
the transactions contemplated hereby.
8.4 Governmental Approvals. All federal, state, and local governmental
consents, approvals, and other actions, if any, necessary to permit the
consummation of the transactions contemplated by this Agreement shall have
been received or taken.
8.5 Consents. Seller shall have received, without any conditions
adverse to Buyer, all consents and approvals listed in Schedules 4.3.
8.6 Proceedings. All proceedings to be taken in connection with the
transactions contemplated by this Agreement and all documents incident thereto
shall be reasonably satisfactory in form and substance to Buyer and its
counsel, and Buyer shall have received copies of all such documents and all
other evidence as Buyer or its counsel may reasonably request in order to
establish the consummation of such transactions and the taking of all
appropriate proceedings in connection therewith.
8.7 Officer Certificate. Buyer shall have been furnished with a
certificate of an executive officer of the Seller dated the Closing Date in
form and substance reasonably satisfactory to Buyer certifying the fulfillment
of the conditions set forth in Sections 8.1, 8.2, 8.3, 8.4, and 8.5.
9. Conditions to the Seller's Obligations. The obligation of Seller to
consummate the sale of the Acquired Assets is subject to the satisfaction, on
or before the Closing Date, of the following conditions (any of which may be
waived in writing by Seller);
9.1 Truth of Representations and Warranties. The representations and
warranties of Buyer contained in this Agreement (including any Schedule
delivered pursuant hereto) shall be true and correct in all respects on and as
of the Closing Date with the same effect as though such representations and
warranties had been made on and as of such date.
9.2 Performance of Agreements. Each and all of the agreements of Buyer
to be performed on or before the Closing Date pursuant to the terms hereof
shall have been duly performed in all material respects.
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9.3 No Litigation Threatened. No injunction or restraining order shall
be in effect and no action or proceeding shall have been instituted or, to the
best of Buyer's knowledge, shall have been threatened before a court or other
governmental body, or by any public authority, to restrain or prohibit any of
the transactions contemplated hereby.
9.4 Governmental Approvals. All federal, state, and local governmental
consents and approvals, if any, necessary to permit the consummation of the
transactions contemplated by this Agreement shall have been received.
9.5 Consents. Buyer shall have received, without any conditions
adverse to Seller, all consents and approvals listed on Schedule 5.3.
9.6 Proceedings. All proceedings to be taken in connection with the
transactions contemplated by this Agreement and all documents incident thereto
shall be reasonably satisfactory in form and substance to Seller and its
counsel and Seller shall have received copies of all of such documents and all
other evidence as Seller or its counsel may reasonably request in order to
establish the consummation of transactions and the taking of all appropriate
proceedings in connection therewith.
9.7 Officer's Certificate. Seller shall have been furnished with a
certificate of an executive officer of Buyer dated the Closing Date in a form
and substance reasonably satisfactory to Seller certifying to the fulfillment
of the conditions set forth in Sections 9.1, 9.2, 9.3, 9.4 and 9.5.
10. Transactions at Closing.
10.1 Documents to be Delivered and Actions to be Taken by Seller. At
the Closing, Seller shall deliver to Buyer the following:
(a) Such bills of sale, assignments, or other instruments of
transfer and conveyance, and such estoppel certificates, termination letters,
UCC-3 termination statements and other instruments evidencing the satisfaction
of Liens, if any, all in form and substance satisfactory to Buyer and its
counsel, as shall be effective to vest in Buyer good, valid, and marketable
title to the Acquired Assets, free and clear of any Liens, other than Liens
caused by or directly or indirectly arising out of (i) any action or inaction
on the part of Buyer or (ii) Buyer's operations or Buyer's possession of the
Acquired Assets;
(b) A copy of resolutions of Seller authorizing the execution,
delivery, and performance of this Agreement by Seller and a certificate of the
secretary or assistant secretary of Seller dated the Closing Date certifying
that such resolutions were duly adopted, are in full force and effect, and
have not been amended or modified; and
(c) Copies of any required consents and approvals.
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In addition, on or as soon as practicable after the Closing Date, Seller
shall deliver to Buyer any of the assets included in the Acquired Assets which
are not then in Buyer's possession.
10.2 Documents to be Delivered and Actions to be Taken by Buyer. At the
Closing, Buyer shall deliver to Seller the following:
(a) A wire transfer of funds in the amount provided in Section
2(a);
(b) The release described in Section 2(b);
(c) Such instruments, in form and substance reasonably
satisfactory to Seller and its counsel, as Seller shall reasonably request to
legally effect Buyer's assumption of the obligations and liabilities to be
assumed by Buyer pursuant to Section 2(c); and
(d) A copy of resolutions of Buyer authorizing the execution,
delivery, and performance of this Agreement by Buyer and a certificate of the
secretary or assistant secretary of Buyer dated the Closing Date certifying
that such resolutions were duly adopted, are in full force and effect, and
have not been amended or modified.
11. Risk of Loss. At all times after the Charter Agreement Closing Date,
including, without limitation, the period following execution of this
Agreement, the risk of loss or damage to any of the Acquired Assets shall be
on the Buyer. In the event of such loss or damage occurring after the
execution of this Agreement, Buyer shall be obligated to complete the Closing
hereunder and shall be entitled to retain the insurance proceeds paid or to be
paid with respect to such damage or loss in accordance with the terms of the
insurance policies maintained by Buyer in accordance with the terms of the
Charter Agreement.
12. Survival of Representation; Indemnification.
12.1 Survival of Representations. The respective representations and
warranties of Seller and Buyer contained in this Agreement and in any Schedule
delivered pursuant hereto shall survive the sale and purchase of the Acquired
Assets contemplated hereby for a period of twenty-one (21) months from the
Closing Date, notwithstanding any investigation made by or on behalf of the
other party, and shall not be considered waived by consummation of the
transactions contemplated by this Agreement regardless of knowledge of the
misrepresentation or breach of warranty; provided, however, the
representations and warranties contained in Section 4.4 shall survive for the
applicable statute of limitations period.
12.2 Indemnification.
(a) Seller agrees to indemnify and hold Buyer and its officers,
directors, employees, shareholders, and agents (collectively, "Affiliates")
harmless from and against all damages, losses or expenses (including
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reasonable attorneys' fees), judgments, and cost of settlement (collectively,
"Losses") suffered or incurred by Buyer or its Affiliates as the result of any
and all claims, demands, suits, causes of action, proceedings, judgments and
liabilities, assessed, incurred, or sustained by or against any of them
(collectively, "Claims") with respect to or arising out of (i) the failure of
any representation or warranty made by Seller in this Agreement to be true and
correct in all material respects as of the date of this Agreement and as of
the Closing Date, (ii) any Losses incurred by Buyer in connection with the
breach by Seller of any of its covenants or agreements contained herein, or
(iii) any other Losses incurred by Buyer arising from or related to
liabilities asserted in respect of the Acquired Assets insofar as, and only to
the extent that, such liabilities were incurred or arose prior to the Post
Delivery Period.
(b) Buyer agrees to indemnify and hold Seller and its Affiliates
harmless from and against all Losses suffered or incurred by Seller or its
Affiliates as a result of any and all Claims with respect to or arising out of
(i) the failure of any representation or warranty made by Buyer in this
Agreement to be true and correct in all respects as of the date of this
Agreement and as of the Closing Date, (ii) any Losses incurred by Seller in
connection with a breach by Buyer of any of its covenants or agreements
contained herein, including without limitation its covenants set forth in
Section 2(c), or iii) any other Losses incurred by Seller arising from or
related to liabilities asserted in respect of the Acquired Assets, insofar as,
and only to the extent that, such liabilities were incurred or arose after the
commencement of the Post Delivery Period or which otherwise relate to, or are
a result of, actions or inactions taken by Buyer.
(c) The party entitled to be indemnified hereunder shall be
entitled to control the defense of any such claim with counsel reasonably
acceptable to the indemnifying party; provided, however, that such
indemnifying party shall not be required to pay any amounts incurred in
settlement of any claim unless it shall have consented to such settlement
(such consent not to be unreasonably withheld). The party entitled to be
indemnified hereunder shall give the indemnifying party prompt notice of any
claim, provided that failure to give such notice shall not relieve the
indemnifying party of its obligation to indemnify hereunder except to the
extent such indemnifying party is actually prejudiced thereby. The
indemnifying party and the party entitled to be indemnified hereunder shall
provide each other with reasonable cooperation in the event of any claim.
(d) If any party determines that it is entitled to be indemnified
pursuant to the provisions of this Section 12.2, such party shall promptly
notify the party from whom indemnification is sought in writing specifying the
basis on which such indemnification is sought and the amount of the asserted
claim.
(e) The parties respective obligations to indemnify and hold
harmless pursuant to this Section 12.2 shall survive the consummation of
transactions contemplated by this Agreement and shall not be affected by any
investigation made by or on behalf of the parties entitled to indemnification
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hereunder.
13. Miscellaneous.
13.1 Governing Law; Jurisdiction. The admiralty and maritime laws of
the United States, and to the extent applicable and not inconsistent
therewith, the laws of the State of Iowa shall govern the construction,
interpretation, performance, and enforcement of this Agreement.
13.2 Captions. The captions used herein are for reference purposes
only, and shall not in any way affect the meaning or interpretation of this
Agreement.
13.3 Expenses. The parties hereto shall pay all of their own expenses
relating to the transactions contemplated by this Agreement, including,
without limitation, the fees and expenses of their respective legal and
financial advisors.
13.4 Notices. Any notice or other communications required or permitted
hereunder shall be considered given when delivered, if delivered in person, or
on the earlier of receipt or two days following dispatch, if sent by
facsimile, mailed by registered or certified mail, postage pre-paid, or sent
by recognized overnight delivery service addressed as follows:
If to Buyer:
GREATER DUBUQUE RIVERBOAT ENTERTAINMENT
COMPANY, L.C.
000 X. 0xx Xxxxxx
X.X. Xxx 0000
Xxxxxxx, Xxxx 00000
Attention: Manager
Facsimile: (000) 000-0000
With copy to:
Xxxxx, Winick, Graves, Gross, Baskerville,
Xxxxxxxxxxx xxx Xxxxxx, X.X.X.
Xxxxx 0000 Two Ruan Center
000 Xxxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxx
Facsimile: (000) 000-0000
If to Seller:
PRESIDENT RIVERBOAT CASINO-NEW YORK, INC.
c/o President Riverboat Casinos, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: President
Facsimile: (000) 000-0000
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With copy to:
Klehr, Harrison, Xxxxxx, Xxxxxxxxx & Xxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
13.5 Parties in Interest. The parties may only sell, assign,
hypothecate, mortgage or pledge any of their rights under this Agreement in
accordance with the provisions of Section 25(e) of the Charter Agreement.
13.6 Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.
13.7 Entire Agreement. This Agreement, including the other documents
referred to herein which form a part hereof, contains the entire understanding
of the parties hereto with respect to the subject matter contained herein and
therein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
13.8 Amendments. This Agreement may not be changed orally, but only by
an Agreement in writing signed by the parties hereto.
13.9 Severability. In case any provision in this Agreement shall be
held invalid, illegal, or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof will not in any way be
affected or impaired thereby.
13.10 Third Party Beneficiaries. Each party hereto intends that this
Agreement shall not benefit or create any right or cause of action in or on
behalf of any person other than the parties hereto and those persons otherwise
expressly provided herein.
13.11 Sales Tax. Buyer shall pay any and all state and local sales and
use taxes payable in connection with the sale, transfer, and assignment of the
Acquired Assets.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
PRESIDENT RIVERBOAT CASINO-NEW
YORK, INC.
By:___________________________________
Name:
Title:
GREATER DUBUQUE RIVERBOAT
ENTERTAINMENT COMPANY, L.C.
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By:___________________________________
Name:
Title:
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