Time; Location. (a) The consummation of the purchase and sale of the Total Assets (subject to Section 13.7 hereof as to the Gaming Assets) pursuant to this Agreement (the "Closing") shall be held at the office of Nevada Title Company, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, and shall be deemed to occur at midnight following 11:59 p.m. on the Closing Date (the "Transfer Time"). Seller shall be responsible for coordinating a single location of the Closing at which both Escrowees and both Title Insurers participate. (b) The parties shall prepare a detailed Change Over Plan and submit it to the Nevada Gaming Authorities with sufficient time to allow their review and approval prior to the Closing Date. (c) Subject to the provisions of Sections 11.1, 11.3, 15.2 and 15.4, the Closing shall occur within 30 days after the end of the Inspection Period or as soon as practical after satisfaction (or waiver by the applicable party) of the conditions set forth in Sections 11.1(c), 11.1(h) and 11.1(i) in the case of Purchaser and Sections 11.3(c), 11.3(d) and 11.3(e) in the case of Seller, but in no event later than October 6, 2003; provided, further if Purchaser is unable to proceed to Closing on October 6, 2003, Purchaser shall be required to pay to Seller an extension fee (the "Closing Extension Fee") of $100,000 for each of up to eight one month extensions unless the inability to proceed to Closing is due to Seller's unfulfilled obligation. Each one month Closing Extension Fee shall be payable at the beginning of the one month extension period and shall be deemed earned by Seller when paid and shall be paid into Escrow by Purchaser. For example, if Purchaser must close by October 6, 2003 but extends closing twice,
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Union Plaza Hotel & Casino Inc), Purchase and Sale Agreement (Union Plaza Hotel & Casino Inc)