Common use of REPAYMENT OF DEPOSIT Clause in Contracts

REPAYMENT OF DEPOSIT. (a) If Seller does not consummate the transactions contemplated by the Gray Gaming Purchase Agreement within thirty (30) days of the date of this Agreement, then Seller shall promptly repay the amount of the Initial Deposit (excluding the Suitability Deposit Amount) in full to Buyer and the Base Purchase Price shall be automatically reduced from Eight Million Nine Hundred Thousand Dollars ($8,900,000) to Five Million Nine Hundred Thousand Dollars ($5,900,000). (b) If Seller consummates the transactions contemplated by the Gray Gaming Purchase Agreement and either (i) Buyer receives a Regulatory Disapproval or (ii) Seller, Owner or ▇▇▇▇▇▇▇ loses its or his license under the Louisiana Video Draw Poker Devices Control Law prior to the Closing, Seller shall repay the full amount of the Deposit (less the Suitability Deposit Amount to the extent it has become non-refundable as of such date) to Buyer in equal monthly installments at an interest rate equal to the Applicable Federal Rate for mid-term notes over a period of four (4) years pursuant to the form of promissory note attached hereto as Exhibit D hereto; provided, however, that the total monthly payments for a given calendar year will be capped at 75% of the free operating cash flow of Seller for such calendar year. In the event that any principal amount is not paid because of the cap provided in the previous sentence, all such unpaid amounts will be due at the maturity date of the note. (c) Notwithstanding the foregoing or Section 3.2(a), if Buyer terminates this Agreement pursuant to Section 8.4(b), then Seller shall repay the full amount of the Deposit (less the Suitability Deposit Amount to the extent it has become non-refundable as of the applicable date and so long as the termination is not pursuant to Section 8.4(b)(i)) to Buyer in equal monthly installments at an interest rate equal to the Applicable Federal Rate for mid-term notes over a period of four (4) years pursuant to the form of promissory note attached hereto as Exhibit D hereto; provided, however, that the total monthly payments for a given calendar year will be capped at 75% of the free operating cash flow of Seller for such calendar year. In the event that any principal amount is not paid because of the cap provided in the previous sentence, all such unpaid amounts will be due at the maturity date of the note; provided, further that in the event Buyer terminates this Agreement pursuant to Section 8.4(b)(i) as a result of a breach of this Agreement by Seller, Owner or ▇▇▇▇▇▇▇, the applicable interest rate for the promissory note will equal to SOFR plus 250 basis points.

REPAYMENT OF DEPOSIT. In the event of any termination of this Agreement pursuant to Section 9.1, Golden Minerals shall pay to Buyer in immediately available funds (ato the account designated by Buyer in writing) If Seller does not consummate the transactions contemplated by Deposit, together with interest accruing thereon at the Gray Gaming Purchase rate of 3.0% per annum from the date of termination of this Agreement within thirty (30) days through the earlier of the date of this Agreement, then Seller shall promptly repay payment or the amount Due Date (the “Repayment Amount”). The payment of the Initial Deposit Repayment Amount shall be made no later than the date that is 90 days following the date of termination of this Agreement (excluding the Suitability Deposit Amount) in full “Due Date”). If Golden Minerals has not paid the Repayment Amount prior to the Due Date, then, to the extent permitted by Law, the Rodeo Concessions shall be transferred to Buyer and the Base Purchase Price Parties shall request the registration of the Transferred Concessions Assignment of Rights (modified as necessary to apply only to the Rodeo Concessions) at the Public Registry of Mining. The assignment of the Rodeo Concessions shall constitute the sole recourse and remedy of Buyer for the failure by Golden Minerals to pay the Repayment Amount and Buyer shall not have any claim for recourse against Sellers with respect to any portion of the Repayment Amount. Notwithstanding the foregoing, if Buyer determines, in its reasonable discretion, that the Rodeo Concessions are not transferable, then the Rodeo Concessions shall not be transferred to Buyer and, in lieu thereof, (a) Golden Minerals shall be automatically reduced obligated to repay the Repayment Amount, together with interest accruing from Eight Million Nine Hundred Thousand Dollars the day after the Due Date at the rate of 11.0% per annum ($8,900,000or, if lower, the maximum interest rate permitted by applicable Law) in monthly installments equal to Five Million Nine Hundred Thousand Dollars ($5,900,000). (b) If Seller consummates the transactions contemplated by the Gray Gaming Purchase Agreement and either greater of (i) Buyer receives a Regulatory Disapproval US$257,000 or (ii) Seller50% of the sum of the “Monthly Lease Payments” and the “Monthly Per Tonne Payments” (each, Owner or as defined in the Velardeña Lease) that are payable under the Velardeña Lease (the “Monthly Payments”), and (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ loses its or his license under and Buyer shall promptly execute and deliver an assignment agreement directing Minera Hecla, S.A. de C.V. to deliver directly to Buyer the Louisiana Video Draw Poker Devices Control Law prior to Monthly Payments until the Closing, Seller shall repay the full aggregate amount of the Deposit (less the Suitability Deposit Amount to the extent it has become non-refundable as of such date) to Buyer in equal monthly installments at an interest rate payments are equal to the Applicable Federal Rate for mid-term notes over a period of four (4) years pursuant to Repayment Amount together with interest accruing from the form of promissory note attached hereto as Exhibit D hereto; provided, however, that day after the total monthly payments for a given calendar year will be capped at 75% of the free operating cash flow of Seller for such calendar year. In the event that any principal amount is not paid because of the cap provided in the previous sentence, all such unpaid amounts will be due Due Date at the maturity date rate of the note. 11.0% per annum (c) Notwithstanding the foregoing or Section 3.2(a)or, if Buyer terminates this Agreement pursuant to Section 8.4(b)lower, then Seller shall repay the full amount of the Deposit (less the Suitability Deposit Amount to the extent it has become non-refundable as of the applicable date and so long as the termination is not pursuant to Section 8.4(b)(i)) to Buyer in equal monthly installments at an maximum interest rate equal to the Applicable Federal Rate for mid-term notes over a period of four (4) years pursuant to the form of promissory note attached hereto as Exhibit D hereto; provided, however, that the total monthly payments for a given calendar year will be capped at 75% of the free operating cash flow of Seller for such calendar year. In the event that any principal amount is not paid because of the cap provided in the previous sentence, all such unpaid amounts will be due at the maturity date of the note; provided, further that in the event Buyer terminates this Agreement pursuant to Section 8.4(b)(i) as a result of a breach of this Agreement permitted by Seller, Owner or ▇▇▇▇▇▇▇, the applicable interest rate for the promissory note will equal to SOFR plus 250 basis pointsLaw).