Common use of Closing Escrow Clause in Contracts

Closing Escrow. The Closing will take place at the offices of Purchaser, or at such other place as Purchaser and Seller mutually agree, at 9:00 A.M. local time, on the Closing Date and shall be deemed to occur at 11:59 p.m., Las Vegas time, on the Closing Date (the "TRANSFER TIME"). At the Closing, Purchaser will deliver the Purchase Price (less the sum of (A) the outstanding principal amount of the Loan and (B) all accrued and unpaid interest on the Loan) by wire transfer of immediately available funds to ▇▇▇▇▇▇▇ Title of Nevada, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Parkway, Suite 1400, Las Vegas, Nevada 89109, Attention: ▇▇▇▇▇ ▇▇▇▇▇, as escrow agent (the "ESCROW AGENT"), $1,500,000 of which shall be held in escrow for a period of no longer than one year pursuant to the terms and conditions of the Escrow Agreement, and the remainder of which shall be distributed to the creditors of Seller and to Seller in the manner more fully described in a closing settlement statement to be prepared and approved by Seller and Purchaser. Simultaneously, (a) Seller will, and Parent will cause Seller to, assign and transfer to Purchaser all of its right, title and interest in and to the Transferred Assets (free and clear of all Liens, other than Permitted Liens) by delivery of (i) a General Assignment and ▇▇▇▇ of Sale substantially in the form of EXHIBIT A hereto (the "GENERAL ASSIGNMENT"), duly executed by Seller, (ii) a grant, bargain and sale deed in proper statutory form for recording and otherwise in form and substance reasonably satisfactory to Purchaser conveying title to the Real Property and (iii) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser's counsel, as shall be effective to vest in Purchaser good title to the Transferred Assets (the General Assignment and the other instruments referred to in clauses (ii) and (iii) being collectively referred to herein as the "ASSIGNMENT INSTRUMENTS"), and (b) Purchaser will assume from Seller the due payment, performance and discharge of the Assumed Liabilities by delivery of (i) an Assumption Agreement substantially in the form of EXHIBIT B hereto (the "ASSUMPTION AGREEMENT"), duly executed by Purchaser, and (ii) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller's counsel, as shall be effective to cause Purchaser to assume the Assumed Liabilities as and to the extent provided in SECTION 1.02(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the "ASSUMPTION INSTRUMENTS"). At the Closing, there shall also be delivered to Seller and Purchaser the opinions, certificates and other contracts, documents and instruments required to be delivered under ARTICLES VI and VII.

Closing Escrow. (a) The Closing will take place commence at the offices office of PurchaserParent in Las Vegas, Nevada, or at such other place as Purchaser and Seller the parties hereto mutually agreeagree in writing, at 9:00 A.M. local a.m. Nevada time, on the Closing Date and shall be deemed to occur have occurred for each of the Las Vegas Business, the Black Hawk Business and the Tunica Business at 11:59 p.m., Las Vegas Nevada time, on the Closing Date (the "TRANSFER TIME"). , giving effect, retroactively to the Transfer Time, to tabulations of Assets, Liabilities and income and expense amounts allocable to Sellers for the period prior to the Transfer Time that will commence at 1:00 a.m., local time at the respective Business locations on the day after the Closing Date. (b) At the Closing, Purchaser will deliver the Purchase Price Cash Component (less the sum of ▇▇▇▇▇▇▇ Money Deposit), as adjusted pursuant to SECTIONS 1.05(B) AND (AC) the outstanding principal amount of the Loan and (B) all accrued and unpaid interest on the Loan) AND 1.06(B), by wire transfer of immediately available funds to the Escrow Account maintained by the Escrow Agent at the address or to the account number specified in the Escrow Agreement. The Cash Component, MINUS the Regulatory Holdback, MINUS the Purchaser's Holdback, MINUS one half of the Escrow Fees, plus all interest earned on the ▇▇▇▇▇▇▇ Title Money Deposit shall then be released from the Escrow Account and the Deposit Escrow Account and paid to Sellers simultaneously with the actions specified in PARAGRAPH (D) of Nevadathis Section. Also at the Closing, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Parkway, Suite 1400, Las Vegas, Nevada 89109, Attention: ▇▇▇▇▇ ▇▇▇▇▇, as escrow agent (the "ESCROW AGENT"), $1,500,000 of which shall be held in escrow for a period of no longer than one year pursuant to the terms and conditions half of the Escrow Agreement, and the remainder of which Fees shall be distributed paid to the creditors of Seller and to Seller in Escrow Agent from the manner more fully described in a closing settlement statement to be prepared and approved by Seller and Purchaser. Simultaneously, (a) Seller will, and Parent will cause Seller to, assign and transfer to Purchaser all of its right, title and interest in and to the Transferred Assets (free and clear of all Liens, other than Permitted Liens) by delivery of (i) a General Assignment and ▇▇▇▇ of Sale substantially in the form of EXHIBIT A hereto (the "GENERAL ASSIGNMENT"), duly executed by Seller, (ii) a grant, bargain and sale deed in proper statutory form for recording and otherwise in form and substance reasonably satisfactory to Purchaser conveying title to the Real Property and (iii) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser's counsel, as shall be effective to vest in Purchaser good title to the Transferred Assets (the General Assignment Cash Component and the other instruments referred half of the Escrow Fees shall be paid directly by Purchaser to the Escrow Agent. (c) The Regulatory Holdback and the Purchaser's Holdback shall remain in clauses the Escrow Account and shall be applied against the obligations specified in PARAGRAPHS (iiA) and AND (iii) being collectively referred to herein as the "ASSIGNMENT INSTRUMENTS"B), and (b) Purchaser will assume from Seller the due paymentrespectively, performance and discharge of the Assumed Liabilities by delivery of (i) an Assumption Agreement substantially in the form of EXHIBIT B hereto (the "ASSUMPTION AGREEMENT"), duly executed by Purchaser, and (ii) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller's counsel, as shall be effective to cause Purchaser to assume the Assumed Liabilities as and to the extent provided in SECTION 1.02(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the "ASSUMPTION INSTRUMENTS"). At the Closing, there shall also be delivered to Seller and Purchaser the opinions, certificates and other contracts, documents and instruments required to be delivered under ARTICLES VI and VII.SECTION

Closing Escrow. (a) The Closing will take place commence at the offices office of PurchaserParent in Las Vegas, Nevada, or at such other place as Purchaser and Seller the parties hereto mutually agreeagree in writing, at 9:00 A.M. local a.m. Nevada time, on the Closing Date and shall be deemed to occur have occurred for each of the Las Vegas Business, the Black Hawk Business and the Tunica Business at 11:59 p.m., Las Vegas Nevada time, on the Closing Date (the "TRANSFER TIMETransfer Time"). , giving effect, retroactively to the Transfer Time, to tabulations of Assets, Liabilities and income and expense amounts allocable to Sellers for the period prior to the Transfer Time that will commence at 1:00 a.m., local time at the respective Business locations on the day after the Closing Date. (b) At the Closing, Purchaser will deliver the Purchase Price Cash Component (less the sum of (AEarnest Money Deposit), as adjusted pursuant to Sections 1.05(b) the outstanding principal amount of the Loan and (B▇) all accrued and unpaid interest on the Loan) ▇▇▇ 1.06(b), by wire transfer of immediately available funds to the Escrow Account maintained by the Escrow Agent at the address or to the account number specified in the Escrow Agreement. The Cash Component, minus the Regulatory Holdback, minus the Purchaser's Holdback, minus one half of the Escrow Fees, plus all interest earned on the Earnest Money Deposit shall then be released from the Escrow Account a▇▇▇▇▇ ▇▇▇ Title Deposit Escrow Account and paid to Sellers simultaneously with the actions specified in paragraph (d) of Nevadathis Section. Also at the Closing, ▇▇one half of the Escrow Fees shall be paid to the Escrow Agent from the Cash Component and the other half of the Escrow Fees shall be paid directly by Purchaser to the Escrow Agent. (c) The Regulatory Holdback and the Purchaser's Holdback shall remain in the Escrow Account and shall be applied against the obligations specified in paragraphs (a) and (b), respectively, of Section 1.03 during the applicable periods specified therein, in accordance with Section 1.03 and the Escrow Agreement. Upon satisfaction of the conditions specified in Section 1.03(a), any remaining balance of the Regulatory Holdback plus all interest earned on the Regulatory Holdback shall be released from the Escrow Account and paid immediately to Sellers. On the First Holdback Expiration Date, any remaining balance of the Purchaser's Holdback in excess of $1,000,000 shall be released from the Escrow Account and paid immediately to Sellers unless a dispute is pending, in which case the Escrow Agreement shall govern. On the Final Holdback Expiration Date, any remaining balance of the Purchaser's Holdback shall be released from the Escrow Account and paid immediately to Sellers unless a dispute is pending, in which case the Escrow Agreement shall govern. There shall be added to each and every payment out of the Purchaser's Holdback a proportionate share of the interest earned on the Purchaser's Holdback through the date of such payment. (d) Simultaneously with the remittance by Purchaser of the Cash Component (less the Earnest Money Deposit) to the Escrow Account pursuant to paragraph (b) ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Parkway, Suite 1400, Las Vegas, Nevada 89109, Attention: ▇▇▇▇▇ ▇▇▇▇▇, as escrow agent (the "ESCROW AGENT"), $1,500,000 of which shall be held in escrow for a period of no longer than one year pursuant to the terms and conditions of the Escrow Agreement, and the remainder of which shall be distributed to the creditors of Seller and to Seller in the manner more fully described in a closing settlement statement to be prepared and approved by Seller and Purchaser. Simultaneouslys Section, (ai) Seller Sellers will, and Parent will cause Seller Sellers to, assign and transfer to Purchaser all of its rightSellers' rights, title and interest interests in and to the Transferred Assets (free and clear of all Liens, other than Permitted Liens) and FFEC will assign and transfer to Purchaser the FSELLC Membership Interest by delivery of (iA) a General Assignment Assignments and ▇▇▇▇ Bills of Sale substantially in the form of EXHIBIT A Exhibit C hereto (the "GENERAL ASSIGNMENTGeneral Assignments"), duly executed by SellerSellers, (iiB) a grant, bargain and sale deed deeds (or the substantial equivalent thereof in Colorado and Mississippi if grant, bargain and sale deeds are not used in those jurisdictions) in proper statutory form for recording and otherwise in form and substance reasonably satisfactory to Purchaser Purchaser, conveying title to the Real Property Property, (C) the documentation required by the FSELLC Organizational Documents, duly executed by FFEC, for the transfer of the FSELLC Membership Interest to Purchaser, and (iiiD) subject to Section 1.12, such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser's counsel, as shall be effective to vest in Purchaser good all of Sellers' rights, title and interests in and to the Transferred Assets and all of FFEC's rights, title and interest in and to the FSELLC Membership Interest (the General Assignment Assignments and the other instruments referred to in sub-clauses (iiB), (C) and (iiiD) being of this clause (i) are collectively referred to herein as the "ASSIGNMENT INSTRUMENTSAssignment Instruments"), and (bii) Purchaser will assume from Seller Sellers the due payment, performance and discharge of the Assumed Liabilities and will acquire and accept from FFEC the FSELLC Membership Interest by delivery of (iA) an Assumption Agreement substantially in the form of EXHIBIT B Exhibit D hereto (the "ASSUMPTION AGREEMENTAssumption Agreement"), duly executed by Purchaser, and (iiB) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller's counselSellers and Parent, as shall be effective to cause Purchaser to assume the Assumed Liabilities as provided in Section 1.02(a), and (C) the documentation required by the FSELLC Organizational Documents, duly executed by Purchaser, for Purchaser's acquisition of all of FFEC's rights, title and interest in and to the extent provided in SECTION 1.02(a) FSELLC Membership Interest (the Assumption Agreement and such other instruments referred to in sub-clauses (B) and (C) of this clause (iiiii) being are collectively referred to herein as the "ASSUMPTION INSTRUMENTSAssumption Instruments"). Notwithstanding the foregoing provisions of this paragraph (d) regarding the FSELLC Membership Interest, the parties' respective obligations in this regard are subject to the provisions of Section 1.14 . If the consents specified in Section 1.14 have not been obtained prior to the Closing Date, this Agreement shall not require the transfer of the FSELLC Membership Interest to, or the acquisition of the FSELLC Membership Interest by, Purchaser at the Closing. (e) At the Closing, there shall also be delivered to Seller Sellers, Parent and Purchaser the opinions, certificates and other contracts, documents and instruments required to be delivered under ARTICLES Articles VI and VII.

Closing Escrow. (a) The Closing will take place commence at the offices office of PurchaserParent in Las Vegas, Nevada, or at such other place as Purchaser and Seller the parties hereto mutually agreeagree in writing, at 9:00 A.M. local a.m. Nevada time, on the Closing Date and shall be deemed to occur have occurred for each of the Las Vegas Business, the Black Hawk Business and the Tunica Business at 11:59 p.m., Las Vegas Nevada time, on the Closing Date (the "TRANSFER TIMETransfer Time"). , giving effect, retroactively to the Transfer Time, to tabulations of Assets, Liabilities and income and expense amounts allocable to Sellers for the period prior to the Transfer Time that will commence at 1:00 a.m., local time at the respective Business locations on the day after the Closing Date. (b) At the Closing, Purchaser will deliver the Purchase Price Cash Component (less the sum of (A▇▇▇▇▇▇▇ Money Deposit), as adjusted pursuant to Sections 1.05(b) the outstanding principal amount of the Loan and (Bc) all accrued and unpaid interest on the Loan) ---------------------------- 1.06(b), by wire transfer of immediately available funds to the Escrow Account ------- maintained by the Escrow Agent at the address or to the account number specified in the Escrow Agreement. The Cash Component, minus the Regulatory Holdback, minus the Purchaser's Holdback, minus one half of the Escrow Fees, plus all interest earned on the ▇▇▇▇▇▇▇ Title Money Deposit shall then be released from the Escrow Account and the Deposit Escrow Account and paid to Sellers simultaneously with the actions specified in paragraph (d) of Nevadathis Section. Also at the ------------- Closing, one half of the Escrow Fees shall be paid to the Escrow Agent from the Cash Component and the other half of the Escrow Fees shall be paid directly by Purchaser to the Escrow Agent. (c) The Regulatory Holdback and the Purchaser's Holdback shall remain in the Escrow Account and shall be applied against the obligations specified in paragraphs (a) and (b), respectively, of Section 1.03 during the ---------------------- ------------ applicable periods specified therein, in accordance with Section 1.03 and the ------------ Escrow Agreement. Upon satisfaction of the conditions specified in Section ------- 1.03 (a) any remaining balance of the Regulatory Holdback plus all interest ------- earned on the Regulatory Holdback shall be released from the Escrow Account and paid immediately to Sellers. On the First Holdback Expiration Date, any remaining balance of the Purchaser's Holdback in excess of $1,000,000 shall be released from the Escrow Account and paid immediately to Sellers unless a dispute is pending, in which case the Escrow Agreement shall govern. On the Final Holdback Expiration Date, any remaining balance of the Purchaser's Holdback shall be released from the Escrow Account and paid immediately to Sellers unless a dispute is pending, in which case the Escrow Agreement shall govern. There shall be added to each and every payment out of the Purchaser's Holdback a proportionate share of the interest earned on the Purchaser's Holdback through the date of such payment. (d) Simultaneously with the remittance by Purchaser of the Cash Component (less the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Parkway, Suite 1400, Las Vegas, Nevada 89109, Attention: ▇▇▇▇▇ ▇▇▇▇▇, as escrow agent (Money Deposit) to the "ESCROW AGENT"), $1,500,000 of which shall be held in escrow for a period of no longer than one year Escrow Account pursuant to the terms and conditions paragraph (b) of the Escrow Agreement, and the remainder of which shall be distributed to the creditors of Seller and to Seller in the manner more fully described in a closing settlement statement to be prepared and approved by Seller and Purchaser. Simultaneouslythis Section, (ai) Seller Sellers will, and Parent will cause Seller Sellers ------------- to, assign and transfer to Purchaser all of its rightSellers' rights, title and interest interests in and to the Transferred Assets (free and clear of all Liens, other than Permitted Liens) and FFEC will assign and transfer to Purchaser the FSELLC Membership Interest by delivery of (iA) a General Assignment Assignments and ▇▇▇▇ Bills of Sale substantially in the form of EXHIBIT A Exhibit C hereto (the "GENERAL ASSIGNMENTGeneral Assignments"), duly --------- executed by SellerSellers, (iiB) a grant, bargain and sale deed deeds (or the substantial equivalent thereof in Colorado and Mississippi if grant, bargain and sale deeds are not used in those jurisdictions) in proper statutory form for recording and otherwise in form and substance reasonably satisfactory to Purchaser Purchaser, conveying title to the Real Property Property, (C) the documentation required by the FSELLC Organizational Documents, duly executed by FFEC, for the transfer of the FSELLC Membership Interest to Purchaser, and (iiiD) subject to Section 1.12, such other good and sufficient ------------ instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser's counsel, as shall be effective to vest in Purchaser good all of Sellers' rights, title and interests in and to the Transferred Assets and all of FFEC's rights, title and interest in and to the FSELLC Membership Interest (the General Assignment Assignments and the other instruments referred to in sub-clauses (iiB), --------------- (C) and (iiiD) being of this clause (i) are collectively referred to herein as the ----------- ---------- "ASSIGNMENT INSTRUMENTSAssignment Instruments"), and (bii) Purchaser will assume from Seller Sellers the due payment, performance and discharge of the Assumed Liabilities and will acquire and accept from FFEC the FSELLC Membership Interest by delivery of (iA) an Assumption Agreement substantially in the form of EXHIBIT B Exhibit D hereto (the --------- "ASSUMPTION AGREEMENTAssumption Agreement"), duly executed by Purchaser, and (iiB) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller's counselSellers and Parent, as shall be effective to cause Purchaser to assume the Assumed Liabilities as provided in Section 1.02(a), and (C) the documentation required --------------- by the FSELLC Organizational Documents, duly executed by Purchaser, for Purchaser's acquisition of all of FFEC's rights, title and interest in and to the extent provided in SECTION 1.02(a) FSELLC Membership Interest (the Assumption Agreement and such other instruments referred to in sub-clauses (B) and (C) of this clause (iiiii) being are ----------------------- ------------ collectively referred to herein as the "ASSUMPTION INSTRUMENTSAssumption Instruments"). Notwithstanding the foregoing provisions of this paragraph (d) regarding the ------------- FSELLC Membership Interest, the parties' respective obligations in this regard are subject to the provisions of Section 1.14. If the consents specified in ------------ Section 1.14 have not been obtained prior to the Closing Date, this Agreement ------------ shall not require the transfer of the FSELLC Membership Interest to, or the acquisition of the FSELLC Membership Interest by, Purchaser at the Closing. (e) At the Closing, there shall also be delivered to Seller Sellers, Parent and Purchaser the opinions, certificates and other contracts, documents and instruments required to be delivered under ARTICLES Articles VI and VII.. -------------------