SUCH INDEMNITEE WILL BE FULLY INDEMNIFIED HEREUNDER.
12.4.
REMEDIES EXCLUSIVE; NO OTHER REMEDIES.
THE
REMEDIES CONTAINED IN THIS ARTICLE 12 SHALL BE THE PARTIES' SOLE AND EXCLUSIVE
REMEDIES FOR ANY POST-CLOSING CLAIMS MADE IN CONNECTION WITH THIS AGREEMENT.
EACH PARTY HERETO HEREBY WAIVES AND RELEASES, AND COVENANTS NOT TO SEEK OR
ASSERT, ANY OTHER CLAIMS OR REMEDIES IN THE EVENT THAT THE CLOSING OCCURS.
12.5.
LIMITATION OF DAMAGES.
IN NO EVENT SHALL ANY PARTY
TO THIS AGREEMENT BE LIABLE TO ANY OTHER PARTY FOR CONSEQUENTIAL, PUNITIVE OR
OTHER SIMILAR DAMAGES.
ARTICLE 13.
MISCELLANEOUS
13.1.
REFORMATION AND SEVERABILITY.
IF ANY PROVISION OF
THIS AGREEMENT IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE UNDER PRESENT OR
FUTURE LAWS EFFECTIVE DURING THE TERM HEREOF, IN LIEU OF SUCH ILLEGAL, INVALID
OR UNENFORCEABLE PROVISION, THERE SHALL BE ADDED AUTOMATICALLY AS PART OF THIS
AGREEMENT A PROVISION AS SIMILAR IN TERMS TO SUCH ILLEGAL, INVALID OR
UNENFORCEABLE PROVISION AS MAY BE POSSIBLE AND BE LEGAL, VALID AND ENFORCEABLE
CONSISTENT WITH THE INTENTIONS OF
14
THE PARTIES HERETO, AND THE LEGALITY, VALIDITY AND ENFORCEABILITY OF THE
REMAINING PROVISIONS HEREOF SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED
THEREBY.
LIKEWISE, EACH REPRESENTATION, WARRANTY AND COVENANT CONTAINED HEREIN
SHALL HAVE INDEPENDENT SIGNIFICANCE AND, IF ANY PARTY HERETO HAS BREACHED ANY
REPRESENTATION, WARRANTY OR COVENANT CONTAINED HEREIN IN ANY RESPECT, THE FACT
THAT THERE EXISTS ANOTHER REPRESENTATION, WARRANTY OR COVENANT RELATING TO THE
SAME SUBJECT MATTER (REGARDLESS OF THE RELATIVE LEVELS OF SPECIFICITY) WHICH
SUCH PARTY HAS NOT BREACHED SHALL NOT DETRACT FROM OR MITIGATE THE FACT THAT THE
PARTY IS IN BREACH OF THE FIRST REPRESENTATION, WARRANTY OR COVENANT.
13.2.
FURTHER ASSURANCES.
ALL PARTIES AGREE AND OBLIGATE
THEMSELVES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS,
MANAGERS, EMPLOYEES AND AGENTS, TO PROMPTLY EXECUTE ANY ADDITIONAL DOCUMENTS AND
INSTRUMENTS AND TAKE ANY OTHER ACTIONS NECESSARY AND PROPER FOR THE COMPLETE AND
EXPEDITIOUS IMPLEMENTATION AND SATISFACTION OF THE PROVISIONS AND INTENT OF THIS
AGREEMENT.
IN ADDITION, THE SELLER AGREES THAT DURING AND SUBSEQUENT TO THE
SALE TRANSACTION, IT SHALL HAVE A CONTINUING DUTY TO SUPPLY SUCH REASONABLE
INFORMATION AND DOCUMENTATION AND TO PERFORM SUCH ACTS AS MAY BE REQUIRED BY ANY
FEDERAL, STATE OR LOCAL AUTHORITY OR THE LIQUOR AND GAMING LAWS OF THE STATE OF
LOUISIANA, INCLUDING, BUT NOT LIMITED TO, MAKING ITS BOOKS AND RECORDS AVAILABLE
TO THE BUYER OR ITS DESIGNEE ON AN AS-NEEDED, REASONABLE BASIS AFTER THE
CLOSING; PROVIDED, HOWEVER, IN NO EVENT WHATSOEVER SHALL THE SELLER BE REQUIRED
TO PAY OR BE RESPONSIBLE FOR THE PAYMENT OF ANY MONIES IN CONNECTION THEREWITH.
13.3.
LIQUOR AND GAMING LAWS OF THE STATE OF LOUISIANA.
EACH OF THE PARTIES AGREE THAT THIS AGREEMENT IS AND SHALL BE SUBJECT TO THE
LIQUOR AND GAMING LAWS OF THE STATE OF LOUISIANA AND TO THE OVERSIGHT OF THE
LOUISIANA STATE POLICE AND THE GAMING CONTROL BOARD OF THE STATE OF LOUISIANA.
13.4.
NOTICES.
ANY NOTICE OR OTHER COMMUNICATION
REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED