Conformed Submission Type: 8K
Conformed Peroid of Report: 19991230
Item Information: Acquisition or Disposition of Assets
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 30, 1999
GLOBAL CASINOS, INC.
(Exact name of registrant as specified in its charter)
0-15415
Commission File Number
Utah 87-0340206
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5373 Union Boulevard, Suite 100, Colorado Springs, Colorado 80918
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (719) 590-4900
(Former name or former address, if changed since last report)
Form 8K - Events to Be Reported
ITEM 2 - Acquisition or Disposition of Assets:
Disposition of Global Pelican N.V., a Wholly-Owned Subsidiary of Global Casinos, Inc.:
a. On December 30, 1999, Global Casinos, Inc (Global) sold all of the issued and outstanding shares of capital stock of its wholly-owned subsidiary, Global Pelican, N.V., a St. Maarten Limited Liability Company, to Arufinance, N.V., an Aruba Corporation, (Arufinance) pursuant to a Stock Purchase Agreement dated as of December 30, 1999 (the Agreement) among Global and Arufinance.
b. Arufinance acquired all of the capital stock issued and outstanding of Global Pelican, N.V. from Global for a negotiated purchase price of $1,000. In addition to the stock sale, Global retained accounts receivables in the form of outstanding and uncollected markers totaling $69,200, transferred by Global Pelican to Global, and the related allowance for doubtful accounts of $69,200.
Global also agreed to assume and pay an outstanding accounts payable account to vendor, Aristocrat, in the amount of $41,888 for certain gaming devices located in the Global Pellican casino. This account payable was to be paid by the 30th of January, 2000.
c. Arufinance acquired all of the remaining assets and liabilities of Global Pelican, N.V. as part of the stock purchase, effective with the closing date of December 30,1999.
The accompanying consolidated financial statements illustrate the effect of the disposition of the subsidiary ("Pro Forma") on the Company's financial position and results of operations. The consolidated balance sheet as of September 30, 1999 is based upon the historical balance sheets of the Company and assumes that the disposition took place on that date. The consolidated statements of income for the year ended June 30, 1999 and the three months ended September 30, 1999 are based on the historical statements of income of the Company for those periods. The pro forma consolidated statements of income assume the disposition took place on July 1, 1998.
The pro forma consolidated financial statements may not be indicative of the actual results of the acquisition. In particular, the pro forma consolidated financial statements are based on management's current estimate of the transaction as of the September 30, 1999 interim date. The actual transaction, to be recorded as of December 30, 1999, will differ from the current estimates.
The accompanying consolidated pro forma financial statements should be read in connection with the historical financial statements of Global Casinos, Inc.
Item 7 - Financial Statements, Pro Forma Financial
Information, and Exhibits
A. Pro forma financial information
1. Global Casinos, Inc Consolidated Balance Sheet as of
September 30, 1999
2. Global Casinos, Inc. Consolidated Statement of Income
For the Year Ended June 30, 1999
3. Global Casinos, Inc. Consolidated Statement of Income
For the Three Months Ended September 30,1999
4. Notes to Pro Forma Consolidated Financial Statements
B. Exhibit: The following exhibit are filed with this 8-K
Exhibit A-1. Stock Purchase Agreement dated as of December
30th,1999 by and between ARUFINANCE, N.V., an
Aruba Corporation, (Buyer), and GLOBAL CASINOS,
INC., a Utah Corporation, (Seller).
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GLOBAL CASINOS, INC.
PROFORMA CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30, 1999
Consolidated Adjustments ProForma
ASSETS
Current assets:
Cash $ 459,632 $ (115,767) (1) 343,865
Accounts receivable:
Trade, net of allowance for
doubtful accounts of $88,316
at September 30, 1999. 407,666 (46,447) (1) 361,219
Related parties 2,758 2,758
Inventory 225,396 (2,000) (1) 223,396
Prepaid rent 90,346 (77,800) (1) 12,546
Current portion of notes
receivable 65,738 65,738
Marketable trading securities 754,505 754,505
Asset held for sale 200,000 200,000
Other 126,527 (13,000) (1) 113,527
Total current assets 2,332,568 (255,014) 2,077,554
Land, building and equipment:
Land 517,950 517,950
Buildings 4,081,022 4,081,022
Equipment 2,533,364 (566,068) (1) 1,967,296
7,132,336 (566,068) 6,566,268
Accumulated depreciation (2,013,824) 332,685 (1)(1,681,139)
5,118,512 (233,383) 4,885,129
Other assets:
Leasehold rights and interests
and contract rights, net of
amortization of $916,957 at
September 30, 1999 1,372,980 1,372,980
Goodwill, net of amortization
of $312,651 at September 30,
1999 1,851,854 1,851,854
Hotel credits 499,905 499,905
Notes receivable, net of
current portion, including
receivables in default 191,824 191,824
Other assets, net of
amortization of $26,246 at
September 30, 1999 45,532 45,532
Restricted cash 140,449 (140,449) (1) 0
4,102,544 (140,449) 3,962,095
$ 11,553,624 $ (628,846) 10,924,778
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See Notes to Pro Forma Consolidated Financial Statements (Unaudited)
GLOBAL CASINOS, INC.
PROFORMA CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30, 1999
Consolidated Adjustments ProForma
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 413,176 (20,712) (1) 392,464
Accrued expenses:
Wages and taxes 463,448 (298,557) (1) 164,891
Casino license fees 1,278,081(1,278,081) (1) 0
Interest, including $27,000 to
related parties at
September 30, 1999 331,722 (1,829) (1) 329,893
Other 497,546 497,546
Note payable 261,880 261,880
Current portion of long-term debt,
including debt in default and
$514,000 to related parties at
September 30, 1999 1,819,476 1,819,476
Other 40,000 40,000
Total current liabilities 5,105,329 (1,599,179) 3,506,150
Long-term debt, less current portion 2,781,580 2,781,580
Commitments and contingencies
Stockholders' equity:
Preferred stock - convertible:
10,000,000 shares authorized
Class A - $2 par value, nonvoting,
96,500 shares issued and
outstanding 193,000 193,000
Class B - $.01 par value, nonvoting,
283,801 shares issued and outstanding
at September 30, 1999 2,837 2,837
Class C - $.01 par value, voting;
487,172 shares issued and outstanding 4,872 4,872
Common stock - $.05 par value; 50,000 shares
authorized; 1,546,360 shares issued and
outstanding 77,318 77,318
Additional paid-in capital 12,789,826 12,789,826
Accumulated deficit (9,401,138) 970,333(1)(8,430,805)
3,666,715 970,333 4,637,048
11,553,624 (628,846) 10,924,778
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See Notes to Pro Forma Consolidated Financial Statements (Unaudited)
GLOBAL CASINOS, INC.
PROFORMA CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
For the Year Ended June 30, 1999
Consolidated Adjustments ProForma
Revenues:
Casino 4,981,496 (2,311,281) (2) 2,670,215
Bingo 3,592,641 3,592,641
Food and beverage 118,329 (29,119) (2) 89,210
Other 376,863 (41,088) (2) 335,775
9,069,329 (2,381,488) 6,687,841
Expenses:
Cost of sales 2,162,472 (91,743) (2) 2,070,729
Operating, general, and
administrative 6,227,107 (2,802,658) (2) 3,424,449
Depreciation and
amortization 852,601 (212,901) (2) 639,700
Restructuring charges 267,466 267,466
9,509,646 (3,107,302) 6,402,344
Income from operations (440,317) 725,814 285,497
Other income (expense):
Interest income 36,204 36,204
Interest expense,
including $37,000 to
related party
for the year. (493,196) 24,300 (2)(3)(468,896)
Net realized gain on sale
of marketable trading
securities 274,390 274,390
Adjustment to market value
of marketable securities 215,305 215,305
32,703 24,300 57,003
Income/(loss) before
extraordinary item (407,614) 750,114 342,500
Extraordinary item - gain
from restructuring of debt 84,457 84,457
Net income/(loss) (323,157) 750,114 426,957
Dividends on Class B and C
preferred stock (266,866) (266,866)
Net income/(loss) available to
common stockholders (590,023) 750,114 160,091
Income/(loss) per common share -
basic and diluted:
Income/(loss) from continuing
operations (.44) .05
Extraordinary item .05 .05
Net income/(loss) available
to common Stockholders (.39) .10
Weighted average shares
outstanding 1,528,062 1,528,062
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See Notes to Pro Forma Consolidated Financial Statements (Unaudited)
GLOBAL CASINOS, INC.
PROFORMA CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
Three Months Ended September 30, 1999
Consolidated Adjustments ProForma
Revenues:
Casino 1,154,172 (329,414)(2) 824,758
Bingo 929,846 929,846
Food and beverage 31,847 (6,140)(2) 25,707
Other 34,052 (26,180)(2) 7,872
2,149,917 (361,734) 1,788,183
Expenses:
Cost of sales 523,673 (11,234)(2) 512,439
Operating, general, and
administrative 1,494,022 (537,146)(2) 956,876
Depreciation and amortization 246,581 (40,128)(2) 206,453
2,264,276 (588,508) 1,675,768
Income from operations (114,359) 226,774 112,415
Other income (expense):
Interest income 12,692 12,692
Interest expense, including
$13,000 to related parties
as of September 30, 1999 (124,598) 7,295 (2)(3)(117,303)
Net realized gain on sale of
marketable trading securities 120,976 120,976
Adjustment to market value of
marketable securities (128,969) (128,969)
Gain on disposition of subsidiary 969,333 (1) 969,333
(119,899) 976,628 856,729
Income/(loss) before extraordinary
item (234,258) 1,203,402 969,144
Extraordinary item - gain from
restructuring of debt 56,843 56,843
Net income/(loss) (177,415) 1,203,402 1,025,987
Dividends on Class B and C preferred
stock (72,223) (72,223)
Net income/(loss) available to common
stockholders (249,638) 1,203,402 953,764
Income/(loss) per common share -
basic and diluted:
Income/(loss) from continuing operations (0.19) 0.59
Extraordinary item 0.03 0.03
Net income/(loss) available to
common stockholders (0.16) 0.62
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Weighted average shares outstanding 1,546,360 1,546,360
See Notes to Pro Forma Consolidated Financial Statements (Unaudited)
GLOBAL CASINOS, INC.
NOTES TO PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
NOTE A-The pro forma adjustments to the consolidated balance sheet are as follows:
1) To reflect the sale of Global Pelican N.V. casino subsidiary stock pursuant to the Stock Purchase Agreement, effective as of December 30, 1999, as a pro forma adjustment as of the September 30, 1999 interim date.
The components of the sale transaction and related adjustments to assets and liabilities excluded from the sale are as follows:
Pelican Casino Balance Sheet as of 9/30/99:
Cash $ 115,767
Accounts Receivable, net of
allowance for doubtful
accounts of $78,316 46,447
Inventory 2,000
Prepaid Rent 77,800
Furniture and Equipment 566,068
Accumulated Depreciation (332,685)
Other Current Assets 13,000
Restricted Cash 140,449
Total Assets $ 628,846
Accounts payable 20,712
Accrued expenses:
Wages and taxes 298,557
Casino license fees 1,278,081
Interest 1,829
Current Portion of Long-term Debt 41,888
Total Liabilities $ 1,641,067
Excess of Liabilties over Assets 1,012,221
Assets and Liabilities Excluded from the Sale:
Uncollected Markers, net of
allowance for doubtful
accounts of $69,200 0
Current portion of Long-term debt
retained by Global Casinos (41,888)
Adjusted Excess of Liabilities over Assets $ 970,333
Sale Price of Stock (1,000)
Gain on Disposition of Subsidiary $ 969,333
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GLOBAL CASINOS, INC.
NOTES TO PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
NOTE B-The pro forma adjustments to the consolidated statements of income are as follows:
2) To reflect the sale of Pelican Casino subsidiary stock pursuant to the Stock Purchase Agreement, effective as of December 30, 1999, assuming it was recorded at the beginning of year ended June 30, 1999.
The condensed statement of income for the subsidiary for the year ended June 30, 1999 and the three months ended September 30, 1999 are as follows:
Year Ended Three Months Ended
June 30,1999 September 30,1999
Revenues:
Casino $ 2,311,281 $ 329,414
Food and Beverage 29,119 6,140
Other 41,088 26,180
2,381,488 361,734
Expenses:
Cost of sales 91,743 11,234
Operating, general, and
administrative 2,802,658 537,146
Depreciation and
amortization 212,901 40,128
3,107,302 588,508
Loss from operations (725,814) (226,774)
Other income (expense):
Interest expense (14,957) (6,279)
Net loss available to common
stockholders $ (740,771) $ (233,053)
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3) To adjust consolidated interest expense for reduction in borrowings required to fund Pelican operating losses:
Interest on Long-term
debt @ 10.74 % and 11.21 %,
respectively 9,343 1,016
GLOBAL CASINOS, INC.
NOTES TO PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
NOTE C-Earnings or loss per share
Basic income or loss per share represents the net income or loss available to common stockholders divided by the weighted average number of common shares outstanding during the year. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income or losses of the entity.
The Company's operating history of losses has resulted in an average market price per common share that is substantially lower than the conversion prices on the existing convertible preferred stock, stock options, stock warrants, and convertible promissory notes of $1.00 to $5.00 per share. As a result of this situation, issuance of any additional common stock could result in a reduction of total common shares outstanding, which would have the effect of increasing the income per share on a diluted basis.
Convertible preferred stock, stock options, stock warrants and convertible promissory notes are not considered in the calculation for the years ended June 30, 1999 and the three months ended September 30, 1999 as the impact of the potential common shares would be to either increase the income per share or decrease the loss per share. Therefore, diluted income or loss per share is equivalent to basic income or loss per share.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GLOBAL CASINOS, INC.
Date: January 14, 2000 By: /s/ Stephen G. Calandrella
Stephen G. Calandrella, President
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INDEX TO EXHIBITS
Exhibit A-1. Stock Purchase Agreement dated as of December 30th,1999
by and between ARUFINANCE, N.V., an Aruba Corporation,
(Buyer), and GLOBAL CASINOS, INC., a Utah Corporation,
(Seller).
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into effective as of the 30th day of December, 1999 (the "Closing Date"), by and between ARUFINANCE N.V., an Aruba corporation, ("Buyer"), and GLOBAL CASINOS, INC., a Utah corporation, ("Seller").
WHEREAS, Seller owns all of the issued and outstanding shares of the Common Stock (the "Common Stock" or "Shares") of Global Pelican, N.V., a St. Maarten corporation, (the "Company" or "GP").
NOW, THEREFORE, in consideration of the premises, the mutual benefits to be derived from this Agreement and the representations, warranties, and covenants contained hereinafter, Buyer and Sellers hereby agree as follows:
1. Purchase and Sale of Shares. Subject to the terms and conditions herein stated, Seller shall sell, assign, transfer and deliver to Buyer on the Closing Date, and Buyer shall purchase and acquire from Seller on the Closing Date, 100% of the issued and outstanding shares of the Common Stock of the Company (the "Shares"). The purchase price to be paid by Buyer to Seller on the Closing Date for the Shares is the sum of $1,000, which sum is acknowledged as having been paid by Buyer to Seller.
2. Additional Agreements. Seller and Buyer further agree as follows:
(a) Buyer acknowledges that an account receivable in the form of an outstanding and uncollected marker has been transferred by GP to the Seller and is currently the subject of pending collection efforts in the State of New York. Buyer acknowledges and agrees that the account receivable represented by the marker shall be and remain the sole and separate property of Seller, free of any claim of Buyer or GP, and both Buyer and GP waive and relinquish any right, title, claim or interest therein or in any other U.S. markers.
(b) Seller acknowledges that GP and/or Seller has an outstanding account payable to Aristocrat for certain gaming devices located in the GP's casino on the island of St. Maarten. As a condition of this sale, Seller agrees to pay 100% of the outstanding account payable of GP and/or Seller to Aristocrat for the gaming devices located in GP's casino, which obligation shall be due and payable by Seller no later than one month from the Closing Date. Seller may, at its option, renegotiate the obligation due by GP to Aristocrat pursuant to which such obligation shall be assumed by Seller and paid and discharged by Seller directly to Aristocrat under the same or modified terms. Buyer consents to such renegotiation and/or assignment, provided that GP is released from any further liability to Aristocrat in connection therewith and that Aristocrat has no further claim for those certain gaming devices.
(c) Seller agrees that all intercompany accounts payable and accounts receivable between Seller, on the one hand, and GP, on the other, shall be eliminated.
3. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows:
(a) The Shares represent 100% of the issued and outstanding shares of the Company.
(b) The execution and the delivery of this Agreement and the consummation of the transactions contemplated hereby by Seller do not conflict with or result in a breach or violation of, or default under (or an event that, with notice or lapse of time, or both, would constitute a default), any of the terms, provisions or conditions of the Articles of Incorporation or By-Laws of the Company, or any material agreement or instrument to which Seller is a party or by which Seller is bound.
(c) This Agreement has been duly authorized by all necessary corporate action on behalf of Seller and has been duly executed and delivered by authorized officers of Seller and is a valid and binding agreement on the part of the Seller that is enforceable against the Seller in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies.
(d) Seller owns the Shares, both beneficially and of record, subject to no liens, encumbrances or rights of others, and has the right to transfer to Buyer the entire right, title and interest in and to the Shares. The Shares are validly issued and nonassessable.
(e) Seller is not a party to any voting trust or voting agreement, stockholder's agreement, pledge agreement, buy-sell agreement, or first refusal agreement relative to the Shares.
(f) Seller represents that there exist no employment contracts between the Company and any person to serve as general manager of the Pelican Casino unless otherwise disclosed to Buyer prior to the Closing. Seller further represents that, since October 14, 1999, there have been no cash distributions paid to the Seller or Aristocrat from casino operations of the Company. Any payments made will be reimbursed to Buyer by Seller within one month from notification of Buyer to Seller of such payments.
(g) Seller makes no and expressly disclaims any and all representation or warranty with respect to the financial condition of the Company or its business operations, assets or the value of the Shares.
4. Representation and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows:
(a) Buyer is acquiring the Shares for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution of such Shares, nor with any present intention of distributing or selling such Shares, except insofar as such Shares are included in a public offering registered pursuant to the Securities Act of 1933 (as amended) or the disposition thereof is exempt from such registration. Buyer understands that the Shares have not been registered under federal or state securities laws and that such Shares are being offered and sold to Buyer pursuant to a claimed exemption from the registration requirements of such laws.
(b) Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of its purchase of the Shares and has the ability to bear the economic risk of the purchase of the Shares. Buyer has had access to such information concerning the Company, which the Company has made available to Buyer, and has had the opportunity to ask questions of, and receive answers from, officials of the Company concerning the business, operations, financial condition, assets, liabilities and other matters pertaining to the Company.
(c) Buyer understands that the Shares being acquired by its hereunder may not be sold, transferred or otherwise disposed of without registration under the Securities Act of 1933 (as amended) or pursuant to an exemption therefrom, in which case, the Company may require that it be furnished with an opinion of counsel for Buyer reasonably satisfactory to the Company that such registration is not required, or Buyer may present to the Company a letter from the Securities and Exchange Commission to the effect that, in the event the Shares are transferred by Buyer without registration, the Commission or the staff thereof will not recommend any action. Buyer consents that any transfer agent of the Company may be instructed not to transfer any of such stock unless it receives satisfactory evidence of compliance with the foregoing provisions.
5. Agreements of Buyer.
(a) Buyer agrees with Seller that in entering into this transaction with Seller and buying the Shares from Seller, Buyer is not relying upon any statement by Seller about the Company or its stock or the value thereof, nor is Buyer relying upon Seller as a source of information pertaining to the Company or its stock or the value thereof.
(b) Buyer accepts the Shares and control of the Company "as is" and "where is" and acknowledges that Seller makes no and expressly disclaims any and all representations or warranties regarding the Shares, the Company or its financial condition, assets or business operations.
(c) Buyer acknowledges that it has had an opportunity to conduct its own investigations and due diligence into the Company, its operations, financial condition and has obtained all the information that it has desired in determining to purchase the Shares and control of the Company hereunder.
(d) All agreements, covenants, representations and warranties of Buyer herein shall be binding upon Buyer.
(e) Buyer, for itself and its affiliates, agrees to release and forever discharge Seller, together with Seller's subsidiary corporations, officers, directors, shareholders, agents and affiliates, from any and all debt, obligation or liability arising out of that certain Management and Operating Lease Agreement covering the lease and operation of the Casino; and Buyer, for itself and its affiliates, further releases and discharges Seller, together with Seller's subsidiaries, officers, directors, shareholders, agents and affiliates, from any liability from any other fact, transaction or occurrence up to the present date.
6. Agreements of Seller. Seller agrees with Buyer that in entering into this transaction with Buyer and selling the Shares to Buyer, Seller is not relying upon any statement by Buyer about the Company or its stock or the value thereof, nor is Seller relying upon Buyer as a source of information pertaining to the Company or its stock or the value thereof.
7. Payment of Expenses. Each party will be liable for its own costs and expenses incurred in connection with the negotiation, preparation, execution or performance of this Agreement, including without limitation, any legal, accounting, and other professional fees and expenses.
8. Attorney's Fees for Claims. In the event that a claim is brought by one party hereto against the other party hereto for breach of any provision hereof or otherwise arising out of the transaction to which this Agreement relates, the prevailing party shall be entitled to payment or reimbursement of the expenses incurred by it in connection with the litigation or the portion thereof as to which it prevails, including but not limited to, attorneys' fees and costs.
9. Waiver. Any of the terms or conditions of this Agreement may be waived at any time and from time to time in writing by the party entitled to the benefits thereof without affecting any other terms or conditions of this Agreement. The waiver by any party hereto of any condition or breach of any provision of this Agreement shall not operate as a waiver of any other condition or other or subsequent breach.
10. Amendment. This Agreement may be amended or modified only by a written instrument executed by the parties hereto.
11. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties in respect of the transactions contemplated hereby and supersedes all prior agreements, arrangements and understandings, oral or written, relating to the subject matter hereof. No representation, promise, inducement or statement of intention has been made by either party which is not embodied in this Agreement and no party shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not so set forth.
12. Survival of Representations, Warranties and Agreements. All representations and warranties contained in this Agreement shall survive the consummation of the transaction contemplated hereby for a period of two years immediately following the Closing Date. All agreements and covenants contained in this Agreement not fully performed as of the Closing Date shall survive the Closing Date and continue thereafter until fully performed or until the time for further performance has expired.
13. Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
14. Third Party Beneficiaries. Each party hereto intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than the parties hereto.
15. Fax/Counterparts. This Agreement may be executed by telex, telecopy or other facsimile transmission, and may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one agreement.
16. Litigation. Any litigation commenced which is based in whole or in part upon claims under or in connection with this Agreement or the transaction contemplated hereby shall be brought in a court of competent jurisdiction (state or federal) in the United States of America.
17. General. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado; may not be transferred or assigned by any party hereto, other than by operation of law, and shall inure to the benefit of and be binding upon Buyer and Seller and their respective successors and assigns; and may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date and year first above written.
ARUFINANCE N.V., an Aruba corporation
By:/s/ Corporate Agent, N.V. |
GLOBAL CASINOS, INC., a Utah corporation
By:/s/Stephen G. Calandrella Stephen G. Calandrella, President |