DIAMOND Sample Clauses
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DIAMOND. The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 1997, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, and accompanying notes thereto, which financial statements are accompanied by the audit report of Ernst & Young, independent public accountants, and the unaudited interim consolidated balance sheet of the Borrower and its Subsidiaries as at February 28, 1998, and the related consolidated statements of income and retained earnings of the Borrower and its Subsidiaries for the two months then ended, heretofore furnished to the Banks, fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at said dates and the consolidated results of their operations and cash flows for the periods then ended in conformity with GAAP applied on a consistent basis (other than, in respect of interim statements, for the absence of notes and normal year-end audit adjustments). Neither the Borrower nor any Subsidiary has contingent liabilities which are material to it other than as indicated on such financial statements or, with respect to future periods, on the financial statements furnished pursuant to Section 8.5 hereof.
DIAMOND a. Those exceptions to title disclosed in the Owner’s Title Policy, issued by Lawyers Title Insurance Corporation, Policy No. [ ], dated [ ], together with the endorsement, dated as of the Closing.
b. That certain Device Placement Agreement, dated , by and between Jalou Diamond, L.L.C. and Southern Trading Corporation.
c. That certain Lease Agreement by and between RFP, Inc. and Jalou Diamond, L.L.C., as Lessee.
DIAMOND. Dated this 30th day of April, 2010
DIAMOND. (a) has heretofore sold one hundred and fifty thousand dollars ($150,000) of Diamond Notes (the "INITIAL DIAMOND NOTES"), and (b) is in the process of completing the sale in a private placement of units of securities consisting of (i) a maximum of five million five hundred thousand dollars ($5,666,667) of additional Diamond Notes (excluding the Initial Diamond Notes previously sold), and (ii) a maximum of five million one hundred and sixty six thousand six hundred and sixty seven (5,666,667) shares of Diamond common stock. Prior to the "CLOSING DATE" of the Share Exchange and as a result of such private placements, DIAMOND shall have received from unaffiliated third parties the sum of up to five million one hundred and sixty six thousand six hundred and sixty seven thousand dollars ($5,666,667) in consideration for DIAMOND'S issuance of a maximum aggregate amount of up to $5,666,667 of 4% Diamond Notes and 5,666,667 shares of DIAMOND COMMON Stock.
DIAMOND. ROBERT DAVID GRUSIN -------------------------
DIAMOND. At and as of the First Installment Closing, the Sellers will transfer to Diamond forty percent (40%) of all then issued and outstanding Membership Interests, namely all of their Membership Interests other than those owned by Purchaser after giving effect to the First Installment Closing, and each Seller shall cease to be a Member of the Company.