🔥 How to get to Casino Magic City - Newport Capital in San Miguel by Bus | Moovit

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For the purpose of this definition Company means Casino Magic Neuquen S.A., it directors, managers and/or employees. /s/ Federico Miguel de Achával rooms of the province casino in the cities of Neuquén and San Martín de los Andes.


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Casino Magic City, Av. de la Marina, San Miguel, Municipalidad Metropolitana de Lima. Your location. Trails. Dedicated lanes. Bicycle-friendly roads.


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For the purpose of this definition Company means Casino Magic Neuquen S.A., it directors, managers and/or employees. /s/ Federico Miguel de Achával rooms of the province casino in the cities of Neuquén and San Martín de los Andes.


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The Magic City Casino is located in San Miguel, Peru and is open 24 / 7. Their games include: Automated Derby Games; Electronic Roulette.


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Payment of the Purchase Price. Termination of Indemnification Rights. Indemnification by the Buyer. The Shares are free and clear of any lien, attachment, encumbrance, pledge, security interest, option, claim, usufruct, charge as well as of any other limitation or restriction of any nature whatsoever. Neither Sellers or any previous owner of shares of the capital stock of the Company nor any director or any previous director of the Company has or shall have against the Company any outstanding claim or credit as of the date hereof or as of the Closing Date for any reason whatsoever and, in any event, along with the execution hereof, Sellers, for themselves and, to the extent possible, on behalf of such previous owners of shares of the capital stock of the Company and of such directors, irrevocably waive any claim or credit Sellers and such previous owners of shares of the capital stock of the Company and such directors may have against the Company, and Sellers agree to hold the Company harmless with respect to any such claim or credit. Certain Defined Terms. Conditions Precedent of the Buyers. In no circumstance shall the Sellers be obliged to return the Purchase Price or any part thereof. Buyers hereby agree to pay any additional expense incurred in connection with or as a result of any such purchase, transfer, fluctuation or otherwise as may be necessary to make payment in full to Seller of all Dollar amounts set forth herein. If Buyers timely deliver a written notice of disagreement to the Sellers, Buyers and Sellers shall use their good faith efforts to resolve any disputes with respect to the Estimated Working Capital prior to the Closing Date, and the Estimated Working Capital Adjustment shall be based on the Estimated Working Capital as mutually agreed to in writing by Buyers and Sellers. The preparation of the Closing Statement shall be for the sole purpose of determining the Closing Working Capital Adjustment. This Agreement may be terminated at any time prior to the Closing as provided below:. Any and all disputes arising out of or relating to the negotiation, execution, interpretation, performance or non-performance of this Agreement shall be exclusively brought in any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, New York City, New York, United States, and any appellate court from any thereof, thus each of the Parties hereby submits to and accepts the exclusive jurisdiction thereto of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out or relating to this Agreement and the transactions contemplated hereby.{/INSERTKEYS}{/PARAGRAPH} Income tax or capital gains tax applicable to any Seller as a consequence of this transaction, if any, shall be paid exclusively by the relevant Seller. Casino Magic Corp. Conversion of Amounts denominated in Pesos. Subject to the terms and conditions herein set forth, the Sellers hereby sell the Shares and the Buyers hereby purchase the Shares from the Sellers Casino Club S. The Company has complied with and is in compliance in all material respects with the Concession Agreement, and all applicable laws, regulations, ordinances, rules, orders, judgments, decrees and awards of any Governmental Body or Person in connection with its assets, properties and businesses, except for any non-compliance, individually or in the aggregate, which has not and will not have a Material Adverse Effect on the Company, the rights of Buyers under this Agreement or the consummation of the transactions contemplated hereby. Limits on Indemnification. Pre-Closing Covenants. The Sellers are not aware of any latent or patent structural or other material defect or deficiency of the Property. The exoneration of the intercompany indebtedness mentioned in the preceding paragraph shall be made in accordance with the applicable Argentine tax law, and therefore shall not have a negative impact or effect regarding Argentine income tax or any other Argentine tax to which the Company is subject, provided the Company for its tax return maintains the tax position undertaken for the cancellation of such indebtedness transaction completed prior to or at Closing. Condition of the Property. Neither the Sellers nor any of their affiliates or representatives are making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company. Sale and Purchase of the Shares. The Sellers are the record and beneficial owners of, have a perfect and valid title to, and are the exclusive owners of the Shares; and, therefore, they have an absolute right to sell and transfer the Shares. In the event that the Buyers or the Sellers shall fail to make such reasonable efforts, then notwithstanding anything else to the contrary contained herein, the other Party shall not be required to indemnify any Person for any claim, liability or Loss that could reasonably be expected to have been avoided if such efforts had been made. Each of the Buyers has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Sellers shall have the right from time to time prior to the Closing to supplement or amend the Disclosure Schedules with respect to any matter hereafter arising; provided the cause of any such matter does not imply a violation to a representation and warranty given under this agreement. The Company has good, valid and marketable title to the Property, free and clear of all Encumbrances. Actions at Closing. Without limiting the generality of the foregoing, the Buyers and the Sellers shall, or shall cause the applicable Indemnified Party to, use reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. Estimated Working Capital Adjustment. For the purpose of payments to be made under this agreement, any amount originally denominated in Argentine Pesos shall be converted into US Dollars at a rate equal to the exchange rate published by the newspaper Ambito Financiero the day on which such calculation has to be made. If Buyers do not timely deliver a notice of disagreement to the Sellers, the Estimated Working Capital Adjustment as defined below shall be based on the Estimated Working Capital as delivered to Buyers. The Company has the right to install an unlimited quantity of slots. Post Closing Adjustment. In the event the Final Closing Adjustment is a negative amount, then Buyers shall pay to the Sellers an amount in cash equal to the Final Closing Adjustment, and shall distribute such amount proportionally to the Sellers. The Buyers are willing to purchase from the Sellers, subject to the terms and conditions set forth herein, the Shares. The Company maintains a system of internal accounting controls reasonably adequate to assure that transactions are recorded as necessary to permit preparation of financial statements in accordance with Argentine GAAP. The Company does not have any indebtedness, Liabilities or contingencies which are not fully reflected or reserved against in the Financial Statements. The Buyers have no knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Without prejudice to the other terms defined herein, the following terms shall have the following meanings such meanings to be equally applicable to both the singular and plural forms of the terms defined :. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided , that if in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such Indemnified Party in connection with such defense. All the slots operated by the Company are connected on-line. Nothing in this Agreement, including this Section shall imply that the Sellers are making any representation or warranty as of any date other than the date of this Agreement and the Closing Date. Representations and Warranties of the Buyers. Each of the Buyers hereby represents and warrants to the Sellers as follows:. The Buyers expressly assume the obligation to make the relevant Antitrust filing in accordance with the terms of the Argentine Antitrust Law No. Each of the Sellers is a corporation duly organized, validly existing and in good standing under the laws of Minnesota and has all necessary corporate or other power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Absence of Implied Representations. The respective obligations of the Buyers and the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of the following condition:. Governing Law. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. The execution, delivery and performance by each of the Buyers of this Agreement and the consummation by each of the Buyers of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action. In the event that the Buyers were required by applicable law or regulation or by the official interpretation thereof, to deduct or withhold any taxes or any other charges, fees, levies or other assessments of any kind whatsoever imposed by any Governmental Body from any amounts payable under this Agreement, the Buyers shall pay to the Sellers such additional amounts as may be required, after the deduction or withholding of such taxes, to enable the Sellers to receive from the Buyers an amount equal to the full Dollar amount stated to be payable under this Agreement. The execution, delivery and performance by each of the Sellers of this Agreement and the consummation by each of the Sellers of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action. If prior to the Closing the Buyers shall have reason to believe that any breach of a representation or warranty of the Sellers has occurred other than through notice from the Sellers , the Buyers shall promptly so notify the Sellers, in reasonable detail. The Parties deem the economic value of the above-stated liquidated damages provision reasonable. Without limiting the generality of the foregoing, no event or circumstance affecting the availability or price of the Dollar or access to the currency exchange markets, shall be considered as an extraordinary or unforeseeable occurrence, within the scope of any law that may be applicable to the Buyers or the transactions contemplated hereunder. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived, in their sole discretion, in writing by the Sellers:. The Buyers shall inform Sellers of any proposed meeting with any Governmental Body in respect of any filings, investigation or other inquiry or discussion relating to the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Body, give the Sellers the opportunity to attend and participate at such meeting. Annex 6. Each of the Sellers has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. The obligations of the Buyers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived, in their sole discretion, in writing by the Buyers:. This Agreement, and the rights and obligations arising hereunder, shall be governed by, and construed in accordance with, the internal laws of the State of New York, United States of America, without reference to the laws of any other jurisdiction that might be applied because of the conflict of laws rules of the State of New York. The Buyers shall promptly notify the Sellers of any communication they or any of their affiliates receive from any Governmental Body relating to the matters that are the subject of this Agreement and permit the Sellers to review in advance and to comment upon any proposed communication by the Buyers to any Governmental Body. Conditions Precedent of the Sellers. Representations and Warranties of the Sellers. The Buyers and their representatives have been provided with access to the properties, offices, plants and other facilities, books and records of the Company and other information that they have requested in connection with their investigation of the Company and the transactions contemplated hereby. The Buyers shall also take full responsibility if the relevant Argentine Antitrust Authority does not approve the transfer of the Shares. Indemnification by the Sellers. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of such Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, and which releases the Indemnified Party completely in connection with such Third Party Claim. Set forth in Annex 6. In addition the Buyers hereby assume an indemnification obligation in favour of the Sellers for any fines imposed to Sellers based on non compliance with the covenants or any misrepresentation related to the Antitrust Filing situation. The rights and claims waived by each of the Buyers, on behalf of itself and the other Buyer Indemnified Parties, include, without limitation, claims for contribution or other rights of recovery arising out of or relating to claims for breach of contract, breach of representation or warranty, negligent misrepresentation and all other claims for breach of duty. If Buyers timely deliver a notice of disagreement to the Sellers but Buyers and Sellers are unable to resolve their dispute regarding the Estimated Working Capital prior to the Closing Date, then the Estimated Working Capital Adjustment shall be based on the Estimated Working Capital as initially delivered to Buyers from Sellers. A copy of the Escrow Agreement is attached hereto as Annex 2. The Company has the right to operate the slots listed in Annex 6. The Buyers are sophisticated purchasers and have made their own independent investigation, review and analysis regarding the Company and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyers together with expert advisors that they have engaged for such purpose. Purchase Price. The books, records and accounts of the operations of the Company, in reasonable detail, accurately and fairly reflect transactions in and disposition of the assets and of the operations of the Company. Between the Execution Date and the Closing Date, the Sellers shall cause the Company to conduct its business in the ordinary course of business and according to past practice in all material respects. The Closing Balance Sheet shall be prepared in accordance with GAAP, consistent with the practices, policies, estimates, assumptions and procedures used in preparation of the Base Balance Sheet. No Pledge, Security Interest, Etc. The Buyers acknowledge that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that they take full responsibility for making their own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts including the reasonableness of the assumptions underlying any such estimates, projections and forecasts. {PARAGRAPH}{INSERTKEYS}Casino Magic Management Services Corp. Therefore, if at the time of determination of the Estimated Working Capital Adjustment, the Company has not fully discharged its income tax obligations corresponding to such fiscal year, any such amounts shall be debited by the Buyers from the Estimated Working Capital Adjustment or from the Second Installment, as the case may be. All such policies are in full force and effect, and all premiums due with respect thereto have been paid in full as of the date hereof. The Buyers will provide the Sellers with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Body or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby. Each of the Parties agrees as follows with respect to the term commencing on the Execution Date through the Closing Date:. To the Knowledge of Sellers, all such Contracts have been lawfully entered into and are in full force and effect in accordance with their respective terms and there is no breach, violation or default and no event which, with notice or lapse of time or both, would constitute a breach, violation or default, or give rise to a right of termination, prepayment or acceleration under any Contract. General Conditions Precedent to Closing. The Company has not received any notice of any failure to comply with, nor are there any circumstances which indicate that the Company is in violation of any such laws, regulations, ordinances, orders, judgments or decrees. A copy of the Financial Statements has been provided to the Buyers. The Parties hereby agree that, on the Closing Date, at Closing, the following transactions, effective simultaneously and in one act, shall take place:. Except as set forth in the Disclosure Schedules attached hereto as Annex 6. NOW THEREFORE , in consideration of the premises and mutual agreements and covenants set forth herein and other valuable and good consideration, the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:.