PREIT shall pay the Partnership 20% of all costs incurred by the Partnership in exercising the Property Options and acquiring the Property (the Property Acquisition Costs). In such case, subject to Section 5(d) below, Property Options expiring prior to the date on which it is anticipated the Partnership will receive the Racing License), the Partnership may exercise such options and acquire the Property. To acquire the Property (for example, because of the expiration of the Property Options or because it is not possible to extend the Property Options, it being agreed that the Partnership shall use commercially reasonable efforts to extend any (a) If, prior to receipt by the Partnership of the Racing License, it is necessary for the Partnership PREIT Payment, nor any advances by PREIT of the Improvement Allowance, shall be deemed to be a loan to the Partnership. Proceeds of the Initial PREIT Payment to Centaur in an amount not to exceed the Property Costs. With specificity in Exhibit ∻ attached hereto and made a part hereof. The actual amounts of Current Total Equity and Property Costs are set forth (C) to rezone the Property, which is equal to $587,247. (ii) Property Costs means, as of the date hereof, the sum of allĪmounts paid by or on behalf of the Partnership (A) to acquire and/or extend the Property Options, (B) in respect of Property related due diligence costs such as environmental studies, soil tests, zoning, title, surveys, and legal fees, or Including, without limitation, all Property Costs, and (B) all other limited partners of or investors in the Partnership, which is equal to $4,519,199 and (i) Current Total Equity means, as of the date hereof, the total cash amount contributed to the Partnership or paid for or on behalf of the Partnership by (A) Centaur or any of its affiliates, Partnership $982,988 which is an amount equal to 20% of (i) the Current Total Equity (as hereinafter defined) less all Property Costs, divided by (ii) 0.80 (the Initial PREIT Payment). (a) Upon the execution and delivery of this MOU, PREIT shall pay to the Partnership, and that the real property subject to the Property Options comprise all of the land necessary for construction of the Improvements. The Partnership hereby represents and warrants to PREIT that all of the Property Options are held (whether through assignment or otherwise) in the name of the Of Alternative Gaming facilities on the Property, the Improvements). License to conduct alternative gaming ( Alternative Gaming) at the Track, the Partnership intends to construct facilities for the operation of Alternative Gaming on the Property (the construction of the Track and the construction In addition, if the Partnership is awarded a If the Racing License is awarded, the Partnership intends to build the Track on the Property. List of the Property Options, and the material terms of each, is attached hereto as Exhibit ∺. Property) and made an application for a Harness Racing License (the Racing License) in the Commonwealth of Pennsylvania (the facility at which such activities will be conducted, the Track). The Partnership has acquired options (the Property Options) on land in Beaver County, Pennsylvania (the Or more mutually satisfactory formal written agreements embodying the terms of this MOU ( Definitive Agreements), which may also contain additional customary terms and conditions regarding the subject matter hereof.Ģ. The parties acknowledge that this MOU contains the material business terms of the transaction described herein and that they will use their respective good faith business efforts to enter into one This MOU is LEGALLY BINDING ANDĮNFORCEABLE on the Partnership, Centaur and PREIT. The receipt and sufficiency of which are hereby acknowledged, agree as follows:ġ. Subject to the limitations set forth below, the parties hereto intending to be legally bound hereby, and each having received good and valuable consideration, PR Valley View Downs, L.P., a Pennsylvania limited partnership ( PREIT). ( MOU) is entered into by and between Valley View Downs, LP, a Pennsylvania limited partnership (the Partnership), Centaur Pennsylvania, LLC, an Indiana limited liability company ( Centaur), and
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