Common use of Application of the Deposit Clause in Contracts

Application of the Deposit. (a) Upon the termination of this Agreement pursuant to Sections 9.1(b) or (d) hereof (but in the case of Section 9.1(d), only if such termination relates to Gaming Approvals or Gaming Laws applicable to the transactions contemplated by this Agreement), and if (x) at or prior to such termination all Gaming Approvals shall not have been obtained, the Deposit, together with any interest earned thereon, shall be paid to Seller and if (y) at or prior to such termination all Gaming Approvals shall have been obtained and not revoked (or, with respect to a termination of this Agreement (i) pursuant to Section 9.1(b) hereof, all Gaming Approvals shall not have been obtained but the reason for termination pursuant to such Section 9.1(b) is the failure of the condition set forth in Section 8.1(b) hereof to have been satisfied in sufficient time for Buyer to secure the Gaming Approvals in accordance with the Gaming Authorities customary procedures by the Outside Date after Buyer shall have used its best efforts to secure such Gaming Approvals by the Outside Date, or (ii) pursuant to Section 9.1(d) hereof, all Gaming Approvals shall not have been obtained but the reason for termination pursuant to such Section 9.1(d) is due to actions taken by a Governmental Authority under the HSR Act), the Deposit, together with interest earned thereon, shall be paid to Buyer (unless at such time of termination, this Agreement was also terminable pursuant to Sections 9.1(c) or (f) hereof, in which case the provisions of Section 9.3(c) shall instead apply). (b) Upon the termination of this Agreement pursuant to Sections 9.1(a), (d) (but in the case of Section 9.1(d), only if such termination does not relate to Gaming Approvals or Gaming Laws applicable to the transactions contemplated by this Agreement), (e) or (g) hereof, the Deposit, together with interest earned thereon, shall be paid to Buyer. (c) Upon the termination of this Agreement pursuant to Sections 9.1(c) or (f) hereof, the Deposit, together with any interest earned thereon, shall be paid to Seller.

Application of the Deposit. (ai) Upon the termination of this Agreement pursuant to Sections 9.1(b10.1(b) or (d) hereof (but in the case of Section 9.1(d), only if such termination relates to Gaming Approvals or Gaming Laws applicable to the transactions contemplated by this Agreement)hereof, and if (x) at or prior to such termination (A) all Gaming Approvals shall not have been obtained or (B) the waiting period under the HSR Act shall have not expired or been terminated (or any Governmental Entity having jurisdiction over federal antitrust or competition Laws of the United States shall have commenced an investigation, proceeding or other action which is continuing at the time of such termination of this Agreement, or an injunction shall have been obtained, on the basis of antitrust or competition Laws of the United States in respect of the transactions contemplated by the Agreement), the Deposit, together with any interest earned thereon, shall be paid to Seller the Sellers (and the Sellers shall split the Deposit (and any interest earned thereon) among themselves as such Deposit is allocated between the Properties as set forth in Section 3.2(a) hereof) and if (y) at or prior to such termination (A) all Gaming Approvals shall have been obtained and not revoked and (orB) the waiting period under the HSR Act shall have expired or been terminated (and no Governmental Entity having jurisdiction over federal antitrust or competition Laws of the United States shall have commenced an investigation, with respect to a proceeding or other action which is continuing at the time of such termination of this Agreement (i) pursuant to Section 9.1(b) hereofAgreement, all Gaming Approvals and no injunction shall not have been obtained but obtained, on the reason for termination pursuant to such Section 9.1(b) is the failure basis of antitrust or competition Laws of the condition set forth United States in Section 8.1(b) hereof to have been satisfied in sufficient time for Buyer to secure respect of the Gaming Approvals in accordance with the Gaming Authorities customary procedures transactions contemplated by the Outside Date after Buyer shall have used its best efforts to secure such Gaming Approvals by the Outside Date, or (ii) pursuant to Section 9.1(d) hereof, all Gaming Approvals shall not have been obtained but the reason for termination pursuant to such Section 9.1(d) is due to actions taken by a Governmental Authority under the HSR ActAgreement), the Deposit, together with interest earned thereon, shall be paid in equal amounts to Buyer, on the one hand and the Sellers, on the other hand (and the Sellers shall split the Deposit (and any interest earned thereon) among each Seller pro rata based as such Deposit is allocated between the Properties as set forth in Section 3.2(a) hereof); provided, however, that Buyer (unless at such time of termination, this shall be paid the Deposit if any Seller's failure to perform its obligations under the Agreement was also terminable pursuant to Sections 9.1(c) or (fthe primary cause of the reason for the termination set forth in Section 10.1(d) hereof, in which case the provisions of Section 9.3(c) shall instead apply). (bii) Upon the termination of this Agreement pursuant to Sections 9.1(a), (d) (but in the case of Section 9.1(d), only if such termination does not relate to Gaming Approvals or Gaming Laws applicable to the transactions contemplated by this Agreement10.1(a), (e), (g) or (gh) hereof, hereof the Deposit, together with interest earned thereon, shall be paid to Buyer. (ciii) Upon the termination of this Agreement pursuant to Sections 9.1(c10.1(c) or (f) hereof, the Deposit, together with any interest earned thereon, shall be paid to Sellerthe Sellers (and the Sellers shall split the Deposit (and any interest earned thereon) among themselves as such Deposit is allocated between the Properties as set forth in Section 3.2(a) hereof).

Application of the Deposit. (a) Upon the termination of If this Agreement is terminated: (i) pursuant to Sections Section 9.1(h) hereof, or (ii) pursuant to Section 9.1(b) and (A) as of the date of such termination (x) a Catastrophic Market Material Adverse Effect shall have been in effect or (dy) hereof any of the conditions set forth in Section 8.2(c) and (but in the case of Section 9.1(d), only if such termination relates to Gaming Approvals or Gaming Laws applicable subject to the transactions contemplated following proviso) Section 8.2(d) have not been satisfied (other than those conditions that by their nature are to be satisfied or waived at the Closing and those conditions that have not been satisfied due to Buyer’s failure to perform any of its obligations under this Agreement), or (B) after the date of this Agreement Seller shall have become a debtor in a bankruptcy case under Title 11 of the United States Code and if (x) at or prior to such termination all Gaming Approvals a motion shall not have been obtainedfiled by Seller as debtor in possession or by Seller’s trustee in bankruptcy with the applicable U.S. bankruptcy court seeking to reject the Seller’s obligations under this Agreement, then, in each case under clauses (i) and (ii) of this Section 9.3(a), the Deposit, together with any interest earned thereon, shall be paid returned to Seller and if (y) at or prior to such termination all Gaming Approvals shall have been obtained and not revoked (orBuyer, with respect to a termination provided, however, that, for purposes of this Agreement (i) pursuant to Section 9.1(b) hereof9.3(a)(ii)(A)(y), all Gaming Approvals shall not have been obtained but the reason for termination pursuant to such Section 9.1(b) is the failure of the condition set forth in Section 8.1(b8.2(d) hereof shall be deemed to have been satisfied if (1) the Casino Control Commission has denied Buyer’s application for “Interim Casino Authorization” (as such term is defined in sufficient time the New Jersey Casino Control Act) on the grounds that Buyer, as applicant for Buyer the casino license in connection with the Property, has failed to secure the Gaming Approvals establish its “financial stability” in accordance with the Gaming Authorities customary procedures by New Jersey Casino Control Act, (2) Buyer, Buyer Affiliate, their respective Affiliates, the Outside Date after Buyer shall have used its best efforts to secure such Gaming Approvals by the Outside Date, or (ii) pursuant to Section 9.1(d) hereofInitial Qualifiers, all Gaming Approvals shall not have been obtained but the reason financing sources for termination pursuant to such Section 9.1(d) is due to actions taken by a Governmental Authority under the HSR Act), the Deposit, together with interest earned thereon, shall be paid to Buyer (unless at such time of termination, this Agreement was also terminable pursuant to Sections 9.1(c) or (f) hereof, in which case the provisions of Section 9.3(c) shall instead apply). (b) Upon the termination of this Agreement pursuant to Sections 9.1(a), (d) (but in the case of Section 9.1(d), only if such termination does not relate to Gaming Approvals or Gaming Laws applicable to the transactions contemplated by this Agreement), (e) any individual qualifiers and any additional Persons required or requested by Gaming Authorities, shall not have filed, prior to the date that is 170 days after the date of this Agreement, all petitions and applications for qualification in connection with obtaining the Closing Gaming Approvals and the Interim Casino Authorization and such additional materials and information as shall be necessary for the applicable Gaming Authorities to deem all such filings, petitions and applications complete, or (g3) hereof, Buyer shall have failed to provide the Deposit, together State of New Jersey with interest earned thereon, shall be paid to Buyera letter of credit or a cash deposit in respect of the Marina Lease in amounts and on terms consistent with existing requirements. (cb) Upon the termination of If (x) this Agreement is terminated pursuant to Sections 9.1(cany provision of Section 9.1 and (y) or (f) hereofthe Deposit is not required to be returned to Buyer pursuant to the express provisions set forth in Section 9.3(a), then in each such case, the parties shall cause the Deposit, together with any interest earned thereon, to be delivered to Seller free and clear of any adverse right or claim. The parties hereby unconditionally and irrevocably agree that the Deposit shall be paid fully earned by Seller as of the date of this Agreement and shall be non-refundable except in the limited circumstances set forth in Section 9.3(a), and except to the extent provided in Section 9.3(a), Seller’s entitlement to the Deposit shall not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any matter; provided, however, that Buyer shall have a continuing interest in the Deposit and the escrow account, which interest shall be limited to the return of the Deposit from the escrow account if required pursuant to Section 9.3(a) and which interest shall continue until the earlier of the Closing or application of the Deposit from the escrow account pursuant to Section 9.3. Notwithstanding anything herein to the contrary, nothing in this Section 9.3 shall limit Buyer’s rights and remedies in the event of actual fraud by Seller, Parent or any of their Affiliates. (c) Prior to the Closing, (x) entitlement to the Deposit pursuant to this Section 9.3 shall be the sole and exclusive remedy for Seller for breach of the contract by Buyer that results in a failure to consummate the transactions contemplated hereunder and (y) Seller shall not be entitled to specific performance to compel Buyer to consummate the transactions contemplated hereunder. Except for entitlement to the Deposit as provided in Section 9.3(b), Seller shall have no other rights and remedies available under this Agreement, at Law, in equity or otherwise for any breach of contract by Buyer that results in a failure of the transactions contemplated hereunder to be consummated, provided, however, that notwithstanding the foregoing or anything to the contrary, Seller shall be entitled to all remedies (including monetary damages, specific performance and injunctive relief) in respect of the matters governed by Section 6.3, clause (vi) of the first sentence, and the last three sentences of, Section 7.6(a), the last sentence of Section 7.24, Sections 7.10(b), 9.2 and 9.3, or Article XII (the “Subject Provisions”). Notwithstanding the foregoing, Seller shall be entitled to the remedy of specific performance with respect to Section 7.7 hereof, which shall apply even prior to the Closing, as provided in Section 12.18.

Application of the Deposit. (ai) Upon the termination of this Agreement pursuant to Sections 9.1(bSection 6.1(b) or (d) hereof (but in the case of Section 9.1(d), only if such termination relates to Gaming Approvals or Gaming Laws applicable to the transactions contemplated by this Agreement)hereof, and if (x) at or prior to such termination (A) all Gaming Approvals shall not have been obtained or (B) the waiting period under the HSR Act shall have not expired or been terminated (or any Governmental Entity having jurisdiction over federal antitrust or competition Laws of the United States shall have commenced an investigation, proceeding or other action which is continuing at the time of such termination of this Agreement, or an injunction shall have been obtained, on the basis of antitrust or competition Laws of the United States in respect of the transactions contemplated by the Agreement), the Deposit, together with any interest earned thereon, shall be paid to Seller and if (y) at or prior to such termination (A) all Gaming Approvals shall have been obtained and not revoked and (orB) the waiting period under the HSR Act shall have expired or been terminated (and no Governmental Entity having jurisdiction over federal antitrust or competition Laws of the United States shall have commenced an investigation, with respect to a proceeding or other action which is continuing at the time of such termination of this Agreement (i) pursuant to Section 9.1(b) hereofAgreement, all Gaming Approvals and no injunction shall not have been obtained but obtained, on the reason for termination pursuant to such Section 9.1(b) is the failure basis of antitrust or competition Laws of the condition set forth United States in Section 8.1(b) hereof to have been satisfied in sufficient time for Buyer to secure respect of the Gaming Approvals in accordance with the Gaming Authorities customary procedures transactions contemplated by the Outside Date after Buyer shall have used its best efforts to secure such Gaming Approvals by the Outside Date, or (ii) pursuant to Section 9.1(d) hereof, all Gaming Approvals shall not have been obtained but the reason for termination pursuant to such Section 9.1(d) is due to actions taken by a Governmental Authority under the HSR ActAgreement), the Deposit, together with interest earned thereon, shall be paid in equal amounts to Buyer, on the one hand and Seller, on the other hand; provided, however, that Buyer (unless at such time of termination, this shall be paid the Deposit if Seller’s failure to perform its obligations under the Agreement was also terminable pursuant to Sections 9.1(c) or (fthe primary cause of the reason for the termination set forth in Section 6.1(d) hereof, in which case the provisions of Section 9.3(c) shall instead apply). (bii) Upon the termination of this Agreement pursuant to Sections 9.1(aSection 6.1 (e), (d) (but in the case of Section 9.1(d), only if such termination does not relate to Gaming Approvals or Gaming Laws applicable to the transactions contemplated by this Agreement), (eg) or (gh) hereof, hereof the Deposit, together with interest earned thereon, shall be paid to Buyer. (ciii) Upon the termination of this Agreement pursuant to Sections 9.1(cSection 6.1(a), (c) or (f) hereof, the Deposit, together with any interest earned thereon, shall be paid to Seller.

Application of the Deposit. (ai) Upon the termination of this Agreement pursuant to Sections 9.1(b10.1(b) or (d) hereof (but in the case of Section 9.1(d), only if such termination relates to Gaming Approvals or Gaming Laws applicable to the transactions contemplated by this Agreement)hereof, and if (x) at or prior to such termination (A) all Gaming Approvals shall not have been obtained or (B) the waiting period under the HSR Act shall have not expired or been terminated (or any Governmental Entity having jurisdiction over federal antitrust or competition Laws of the United States shall have commenced an investigation, proceeding or other action which is continuing at the time of such termination of this Agreement, or an injunction shall have been obtained, on the basis of antitrust or competition Laws of the United States in respect of the transactions contemplated by the Agreement), the Deposit, together with any interest earned thereon, shall be paid to Seller the Sellers (and the Sellers shall split the Deposit (and any interest earned thereon) among themselves as such Deposit is allocated between the Properties as set forth in Section 3.2(a) hereof) and if (y) at or prior to such termination (A) all Gaming Approvals shall have been obtained and not revoked and (orB) the waiting period under the HSR Act shall have expired or been terminated (and no Governmental Entity having jurisdiction over federal antitrust or competition Laws of the United States shall have commenced an investigation, with respect to a proceeding or other action which is continuing at the time of such termination of this Agreement (i) pursuant to Section 9.1(b) hereofAgreement, all Gaming Approvals and no injunction shall not have been obtained but obtained, on the reason for termination pursuant to such Section 9.1(b) is the failure basis of antitrust or competition Laws of the condition set forth United States in Section 8.1(b) hereof to have been satisfied in sufficient time for Buyer to secure respect of the Gaming Approvals in accordance with the Gaming Authorities customary procedures transactions contemplated by the Outside Date after Buyer shall have used its best efforts to secure such Gaming Approvals by the Outside Date, or (ii) pursuant to Section 9.1(d) hereof, all Gaming Approvals shall not have been obtained but the reason for termination pursuant to such Section 9.1(d) is due to actions taken by a Governmental Authority under the HSR ActAgreement), the Deposit, together with interest earned thereon, shall be paid in equal amounts to Buyer, on the one hand and the Sellers, on the other hand (and the Sellers shall split the Deposit (and any interest earned thereon) among each Seller pro rata based as such Deposit is allocated between the Properties as set forth in Section 3.2(a) hereof); provided, however, that Buyer (unless at such time of termination, this shall be paid the Deposit if any Seller’s failure to perform its obligations under the Agreement was also terminable pursuant to Sections 9.1(c) or (fthe primary cause of the reason for the termination set forth in Section 10.1(d) hereof, in which case the provisions of Section 9.3(c) shall instead apply). (bii) Upon the termination of this Agreement pursuant to Sections 9.1(a), (d) (but in the case of Section 9.1(d), only if such termination does not relate to Gaming Approvals or Gaming Laws applicable to the transactions contemplated by this Agreement10.1(a), (e), (g) or (gh) hereof, hereof the Deposit, together with interest earned thereon, shall be paid to Buyer. (ciii) Upon the termination of this Agreement pursuant to Sections 9.1(c10.1(c) or (f) hereof, the Deposit, together with any interest earned thereon, shall be paid to Sellerthe Sellers (and the Sellers shall split the Deposit (and any interest earned thereon) among themselves as such Deposit is allocated between the Properties as set forth in Section 3.2(a) hereof).

Application of the Deposit. (a) Upon the termination of this Agreement pursuant to Sections 9.1(b) or (d) hereof (but in the case of Section 9.1(d), only if such termination relates to Gaming Approvals or Gaming Laws applicable to the transactions contemplated by this Agreement), and if (x) at or prior to such termination all Gaming Approvals shall not have been obtained, the 8.3.1 The Deposit, together with any interest earned thereon, shall be paid returned to Seller and Buyer if this Agreement is terminated either: i. pursuant to Sections 8.1.1, 8.1.4, 8.1.5, 8.1.7 or 8.1.8 hereof, or ii. pursuant to Section 8.1.2, but only if (yA) at or prior to as of the date of such termination all Gaming Approvals (1) a Catastrophic Market Material Adverse Effect shall have been obtained in effect or (2) any of the conditions set forth in Section 7.2.3 or Section 7.2.4 (other than those conditions that by their nature are to be satisfied or waived at the Closing and those conditions that have not revoked been satisfied due to Buyer’s failure to perform any of its obligations under this Agreement) have not been satisfied, or (or, with respect to a termination B) after the date of this Agreement (i) pursuant to Section 9.1(b) hereof, all Gaming Approvals Seller shall not have become a debtor in a bankruptcy case under Title 11 of the United States Code and a motion shall have been obtained but filed by Seller as debtor in possession or by Seller’s trustee in bankruptcy with the reason applicable U.S. bankruptcy court seeking to reject the Seller’s obligations under this Agreement; provided, however, that for termination pursuant to such purposes of this Section 9.1(b) is the failure of 8.3.1, the condition set forth in Section 8.1(b) hereof 7.2.4 shall be deemed to have been satisfied in sufficient time for Buyer to secure the Gaming Approvals in accordance with the Gaming Authorities customary procedures by the Outside Date after if Buyer shall have used its best efforts failed to secure such Gaming Approvals by provide the Outside Date, State of New Jersey with a letter of credit or a cash deposit in respect of the Marina Lease in amounts and on terms consistent with existing requirements. 8.3.2 If (i) this Agreement is terminated pursuant to any provision of Section 8.1 and (ii) the Deposit is not required to be returned to Buyer pursuant to the express provisions set forth in Section 9.1(d) hereof8.3.1, all Gaming Approvals shall not have been obtained but the reason for termination pursuant to then in each such Section 9.1(d) is due to actions taken by a Governmental Authority under the HSR Act)case, the Deposit, together with interest earned thereon, parties shall be paid to Buyer (unless at such time of termination, this Agreement was also terminable pursuant to Sections 9.1(c) or (f) hereof, in which case the provisions of Section 9.3(c) shall instead apply). (b) Upon the termination of this Agreement pursuant to Sections 9.1(a), (d) (but in the case of Section 9.1(d), only if such termination does not relate to Gaming Approvals or Gaming Laws applicable to the transactions contemplated by this Agreement), (e) or (g) hereof, the Deposit, together with interest earned thereon, shall be paid to Buyer. (c) Upon the termination of this Agreement pursuant to Sections 9.1(c) or (f) hereof, cause the Deposit, together with any interest earned thereon, to be delivered to Seller. The parties hereby unconditionally and irrevocably agree that the Deposit shall be paid fully earned by Seller as of the date of this Agreement and shall be non-refundable except in the limited circumstances set forth in Section 8.3.1, and Seller’s entitlement to the Deposit shall not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any matter; provided, however, that Buyer shall have a continuing interest in the Deposit and the escrow account, which interest shall be limited to the return of the Deposit from the escrow account if required pursuant to Section 8.3.1 and which interest shall continue until the earlier of the Closing or application of the Deposit from the escrow account pursuant to this Section 8.3. Notwithstanding anything herein to the contrary, nothing in this Section 8.3 shall limit Buyer’s rights and remedies in the event of actual fraud by Seller, Seller Parent or any of their Affiliates. 8.3.3 Prior to the Closing, (i) entitlement to the Deposit pursuant to Section 8.3.2 shall be the sole and exclusive remedy for Seller for breach of contract by Buyer that results in a failure to consummate the transactions contemplated hereunder and (ii) Seller shall not be entitled to specific performance to compel Buyer to consummate the transactions contemplated hereunder. Notwithstanding anything herein to the contrary, nothing in this Section 8.3 shall limit either party’s rights and remedies in the event of actual fraud by the other party hereto or such other party’s Affiliates. Except for entitlement to the Deposit as provided in Section 8.3.2, Seller shall have no other rights and remedies available under this Agreement, at Law, in equity or otherwise for any breach of contract by Buyer that results in a failure of the transactions contemplated hereunder to be consummated, provided, however, that notwithstanding the foregoing or anything to the contrary, Seller shall be entitled to all remedies (including monetary damages, specific performance and injunctive relief) in respect of the matters governed by Section 5.3, clause (vi) of the first sentence, and the last three sentences of, Section 6.6.1, Sections 6.10.2, 8.2 and 8.3, or Article 11 (the “Subject Provisions”).

Application of the Deposit. (a) Upon The Deposit shall be returned to Buyer if this Agreement is terminated pursuant to Section 8.1(a), Section 8.1(d) (but only if, as to Section 8.1(d), Buyer is the termination terminating party) or Section 8.1(f). (b) If (i) this Agreement is terminated pursuant to any provision of Section 8.1 and (ii) the Deposit is not required to be returned to Buyer pursuant to the express provisions set forth in Section 8.3(a), then in each such case, Seller shall be entitled to retain the Deposit; provided, however, that if this Agreement is terminated by Buyer (1) pursuant to Section 8.1(b) and, at the time of such termination, Seller shall not be entitled to terminate this Agreement pursuant to Sections 9.1(bSection 8.1(b) because Seller, Seller’s Subsidiaries, the Company or any of their respective Affiliates shall have failed to perform its obligations under this Agreement (including the delivery of the Closing documents set forth in Section 3.7(a) in the event Seller is obligated to effect the Closing pursuant to the terms hereof) or otherwise breached this Agreement and such failure or breach shall have been a material cause of, or materially contributed to, the failure of the Closing to occur on or before the Expiration Date, (d2) hereof pursuant to Section 8.1(c) and, at the time of such termination, the right to terminate this Agreement under Section 8.1(c) shall not be available to Seller because its failure (but or its Affiliate’s failure) to fulfill any obligation under this Agreement shall have been a material cause of, or materially contributed to, the applicable Gaming Authority making the applicable determination not to issue to Buyer the Closing Gaming Approvals or (3) pursuant to Section 8.1(e) and, at the time of such termination, the right to terminate this Agreement under Section 8.1(e) shall not be available to Seller because its failure (or its Affiliate’s failure) to fulfill any obligation under this Agreement shall have been a material cause of, or materially contributed to, the applicable order, injunction, restraint or prohibition, then in the case of Section 9.1(deach of clauses (1), only if such termination relates to Gaming Approvals or Gaming Laws applicable to the transactions contemplated by (2) and (3) of this AgreementSection 8.3(b), and if (x) at or prior to such termination all Gaming Approvals shall not have been obtained, the Deposit, together with any interest earned thereon, Deposit shall be paid promptly returned to Seller Buyer, free and clear of any adverse right or claim; provided further that if (ythis Agreement is terminated pursuant to Section 8.1(b) and, at or prior to the time of such termination termination, all Gaming Approvals of the conditions set forth in Article VII shall have been obtained and not revoked satisfied or waived (or, with respect other than those conditions that by their terms are intended to a termination of this Agreement (ibe satisfied at the Closing) pursuant to Section 9.1(b) hereof, all Gaming Approvals shall not have been obtained but the reason for termination pursuant to such Section 9.1(b) is the failure of except that the condition set forth in Section 8.1(b7.3(e) hereof to have been satisfied in sufficient time for Buyer to secure the Gaming Approvals in accordance with the Gaming Authorities customary procedures by the Outside Date after Buyer shall have used its best efforts to secure such Gaming Approvals by the Outside Date, or (ii) pursuant to Section 9.1(d) hereof, all Gaming Approvals shall not have been obtained but satisfied or waived by Seller, then (x) an amount equal to one-half (1/2) of the reason for termination pursuant to such Section 9.1(d) is due to actions taken by a Governmental Authority under the HSR Act), the Deposit, together with interest earned thereon, Deposit shall be paid by Seller to Buyer (unless at such time of termination, this Agreement was also terminable pursuant to Sections 9.1(c) or (f) hereof, in which case the provisions of Section 9.3(c) shall instead apply). (b) Upon the termination of this Agreement pursuant to Sections 9.1(a), (d) (but in the case of Section 9.1(d), only if promptly following such termination does not relate and (y) Seller shall be entitled to Gaming Approvals or Gaming Laws applicable retain an amount equal to the transactions contemplated by this Agreement), one-half (e1/2) or (g) hereof, of the Deposit, together with interest earned thereon, shall be paid to Buyer. (c) Upon Prior to the termination Closing, (i) entitlement to the Deposit pursuant to Section 8.3(b) shall in no way limit, diminish or waive any right of Seller to recover additional damages or exercise any other remedies at law or in equity with respect to fraud or any intentional breach of this Agreement pursuant by Buyer or any of its Affiliates, and (ii) nothing in this Section 8.3 or any other provision of this Agreement shall in any way limit, diminish or waive the right of Seller to Sections 9.1(c) or (f) hereof, the Deposit, together with any interest earned thereon, shall be paid to Sellerseek and obtain specific enforcement remedies.