THE PARTY AGAINST WHOM IT IS SOUGHT TO BE ENFORCED.
THIS AGREEMENT
CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO THE PURCHASE AND
SALE OF THE REAL PROPERTY, ALL PRIOR NEGOTIATIONS BETWEEN THE PARTIES ARE MERGED
IN THIS AGREEMENT AND THERE ARE NO PROMISES, AGREEMENTS, CONDITIONS,
UNDERTAKINGS, WARRANTIES OR REPRESENTATIONS, ORAL OR WRITTEN, EXPRESS OR
IMPLIED, BETWEEN THEM OTHER THAN AS SET FORTH IN THIS AGREEMENT.
15.
GOVERNING LAW; PREVAILING PARTY ATTORNEY FEES.
THIS AGREEMENT
CONCERNS PROPERTY LOCATED IN THE STATE OF NEVADA, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA.
NOTWITHSTANDING
ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, IN THE EVENT OF A DISPUTE WITH
RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, THE PREVAILING PARTY IN ANY
PROCEEDING, INCLUDING ARBITRATION COMMENCED TO RESOLVE SUCH DISPUTES, SHALL BE
ENTITLED TO AN AWARD OF ITS REASONABLE ATTORNEY FEES AND COURT OR ARBITRATION
COSTS INCURRED IN RESOLVING OR SETTLING THE DISPUTE, IN ADDITION TO ANY AND ALL
OTHER DAMAGES OR RELIEF WHICH THE COURT OR ARBITRATOR MAY DEEM PROPER.
16.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF
DELIVERED PERSONALLY OR VIA FACSIMILE IF A COPY IS ALSO DEPOSITED IN THE UNITED
STATES MAIL, PROPERLY ADDRESSED AND POSTAGE PREPAID, OR DELIVERED BY FEDERAL
EXPRESS OR OTHER RECOGNIZED OVERNIGHT DELIVERY SERVICE, (I) IF TO PURCHASER,
GANASTE LLC, ATTENTION: KEITH REDMOND, C/O INTEGRATED PROPERTIES, INC., 3900 E.
MEXICO AVENUE, SUITE 1400, DENVER, CO, WITH A COPY TO JEFFREY A. SILVER,
ESQUIRE, 3960 HOWARD HUGHES PARKWAY, 9TH FLOOR, LAS VEGAS, NV 89169; (II) IF TO
SELLER, MTR GAMING GROUP, INC., ROUTE 2 SOUTH, P.O. BOX 356, CHESTER, WEST
VIRGINIA 26034, ATTENTION: EDSON R. ARNEAULT, WITH A COPY TO ROBERT L. RUBEN,
ESQUIRE, RUBEN & ARONSON, LLP., 4800 MONTGOMERY LANE SUITE 150, BETHESDA, MD
20814; OR (III) AT SUCH OTHER ADDRESS AS MAY BE GIVEN BY EITHER PARTY TO THE
OTHER PARTY BY NOTICE IN WRITING PURSUANT TO PROVISIONS OF THIS SECTION 16.
17.
INDEMNIFICATION.
17.1
INDEMNIFICATION BY PURCHASER.
SUBJECT TO THE LIMITS SET FORTH IN
THIS SECTION 17, PURCHASER AGREES TO INDEMNIFY, DEFEND AND HOLD SELLER AND ITS
OFFICERS, DIRECTORS AND AGENTS, HARMLESS FROM AND IN RESPECT OF ANY AND ALL
LOSSES, DAMAGES, LIABILITY, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
REASONABLE EXPENSES OF INVESTIGATION AND DEFENSE FEES AND DISBURSEMENTS OF
COUNSEL AND OTHER PROFESSIONALS) (COLLECTIVELY, "LOSSES"), ARISING DIRECTLY OR
INDIRECTLY OUT OF OR DIRECTLY OR INDIRECTLY DUE TO ANY INACCURACY OF ANY
REPRESENTATION OR THE BREACH OF ANY WARRANTY, COVENANT OR OTHER AGREEMENT OF
PURCHASER CONTAINED IN THIS AGREEMENT.
17.2
INDEMNIFICATION BY SELLER.
SUBJECT TO THE LIMITS SET FORTH IN THIS
SECTION 17, SELLER AGREES TO INDEMNIFY, DEFEND AND HOLD PURCHASER HARMLESS FROM
AND IN RESPECT OF ANY AND ALL LOSSES, INCLUDING REASONABLE ATTORNEY'S FEES,
ARISING DIRECTLY OR INDIRECTLY OUT OF OR DIRECTLY OR INDIRECTLY DUE TO (I) ANY
INACCURACY OF ANY REPRESENTATION OR THE BREACH OF ANY