Gaming license transfer is the gating event
The license is the business. Casino operations are licensed by state gaming commissions, and licenses don't transfer like other business assets. The new owner must apply, undergo a background investigation (financial, criminal, business history), provide source-of-funds documentation, and often appear at public hearings. Approval timelines run 6–18 months in most states. Closing without licensing in place is functionally impossible. Build the licensing timeline into your structure and make funding contingent on approval.