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or indirectly, controls, is controlled by, or is under common control with, Buyer, including any
<br />partner, member, stockholder or other equity holder of Buyer (for purposes of this definition,
<br />"control" shall mean the power, direct or indirect, to direct or cause the direction of the
<br />management and policies of Buyer, whether through ownership of voting securities, membership,
<br />partnership or other ownership interests, by contract or otherwise; and the terms "controlling" and
<br />"controlled" shall have correlative meanings); (b) a successor related to Buyer by merger,
<br />consolidation, non -bankruptcy reorganization or government action or (c) any entity in which
<br />Mike Harrah directly or indirectly has an ownership interest. No transfer or assignment in violation
<br />of the provisions hereof shall be valid or enforceable. Subject to the foregoing, this Agreement
<br />and the terms and provisions hereof shall inure to the benefit of and shall be binding upon the
<br />successors and assigns of the parties.
<br />10.3 No Third Party Beneficiaries. Notwithstanding any provision contained in
<br />this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an
<br />agreement for the sale of assets and none of the provisions hereof shall be deemed to create any
<br />obligation or liability of any person that is not a Party, whether under a third -party beneficiary
<br />theory, laws relating to transferee liabilities or otherwise. Buyer shall not assume and shall not be
<br />obligated to discharge or be liable for any debts, liabilities or obligations of Seller including, but
<br />not limited to, any (a) liabilities or obligations of Seller to its creditors, shareholders, members,
<br />partners, .managers, or owners, (b) liabilities or obligations of Seller with respect to any acts,
<br />events or transactions occurring prior to, on or after the Close of Escrow, (c) liabilities or
<br />obligations of Seller for any federal, state, county or local taxes, or (d) any contingent liabilities or
<br />obligations of Seller, whether known or unknown by Seller or Buyer. Buyer shall have no duty
<br />whatsoever to take any action or receive or make any payment or credit arising from or related to
<br />any services provided or costs incurred in connection with the Property prior to the Close of
<br />Escrow, including, but not limited to, any matters relating to cost reports, collections, audits,
<br />hearings, or legal action arising therefrom.
<br />10.4 Further Instruments. Each Party will, whenever and as often as it shall be
<br />reasonably requested to do so by the other, cause to be executed, acknowledged or delivered any
<br />and all such further instruments and documents as may be necessary or proper, in the reasonable
<br />opinion of the requesting Party, in order to cant' out the intent and purpose of this Agreement.
<br />10.5 Calculation of Time Periods; Business Dw Time of Essence. Unless
<br />otherwise specified, in computing any period of time described herein, the day of the act or event
<br />after which the designated period of time begins to run is not to be included and the last day of the
<br />period so computed is to be included, unless such last day is not a Business Day, in which event
<br />the period shall run until the end of the next day which is a Business Day. The last day of any
<br />period of time described herein shall be deemed to end at 5:00 p.m. local time in the state in which
<br />the Real Property is located. As used herein, the term `Business Day" means any day excluding
<br />Saturdays, Sundays and State and National holidays and any day the City is closed. Subject to the
<br />foregoing provisions, time is of the essence of this Agreement.
<br />10.6 Entire Agreement; Amendments. This Agreement (including the
<br />documents delivered pursuant to this Agreement), constitutes the entire agreement of the Parties
<br />pertaining to the subject matter of this Agreement and supersedes all prior agreements or letters of
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