COMPLETE AND ACCURATE LIST OF EACH EXISTING LICENSE AGREEMENT
(EXCLUDING ANY WITH END-USER CASINOS) TO EACH LICENSED PATENT, THE PRODUCTS
COVERED BY EACH OF SAID LICENSES TO THE LICENSED PATENTS, WHETHER OR NOT THE
LICENSE TO SAID LICENSED PATENT IS EXCLUSIVE OR NON-EXCLUSIVE, THE DATE OF
EXECUTION OF EACH OF SAID LICENSES, AND THE EXPIRATION DATE OF EACH OF SAID
LICENSES IF THE EXPIRATION DATE IS BEFORE THE END OF THE TERM OF THE LICENSED
PATENT.
PGIC REPRESENTS AND WARRANTS THAT EACH OF THE LICENSE AGREEMENTS
IDENTIFIED IN SAID SCHEDULE 4.32 ARE VALID AND IN FULL FORCE AND EFFECT.
PGIC
HAS PROVIDED COPIES OF EACH LICENSE AGREEMENT LISTED IN SAID SCHEDULE 4.32.
I.
PGIC REPRESENTS AND WARRANTS THAT, AS OF THE EFFECTIVE DATE, NO FURTHER
LICENSES, SUBLICENSES, OR COVENANTS NOT TO SUE TO ANY OF THE LICENSED PATENTS IN
THE TABLE GAMES FIELD OF USE SHALL BE GRANTED, PERMITTED, TRANSFERRED, ASSIGNED,
SUB-LICENSED, OR EXPLOITED EITHER BY PGIC OR ANY OF ITS AFFILIATES.
J.
PGIC HEREBY INDEMNIFIES AND HOLDS HARMLESS SHFL, ANY END-USER CASINO,
LICENSED GAMING ENTITY AND ANY GAMING REGULATORY AUTHORITY AND EACH OF ITS
OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS, SUCCESSORS, ASSIGNS, AND
ACQUIRERS HARMLESS FROM OR AGAINST ANY LOSSES AS A RESULT OF, IN CONNECTION
WITH, RELATING OR INCIDENTAL TO, BY VIRTUE OF, ARISING OUT OF, OR FROM ANY
BREACH OF ANY COVENANT, REPRESENTATION, WARRANTY, OBLIGATION OR AGREEMENT THAT
PGIC IS MAKING IN THIS AGREEMENT.
K.
AS USED HEREIN, THE TERM "KNOWLEDGE" MEANS THE ACTUAL STATE OF KNOWING A
THING OR FACT OR THAT KNOWING THAT CAN OR SHOULD BE REASONABLY IMPUTED,
INCLUDING THE REASONABLE USE OF DUE DILIGENCE, INQUIRY AND OR INVESTIGATION OR
THING OR FACT WHICH, AFTER ANY ACTUAL OR REASONABLE DUE DILIGENCE, INQUIRY,
AND/OR INVESTIGATION SHOULD BE KNOWN.
L.
THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS MADE HEREIN,
TOGETHER WITH THE INDEMNIFICATION PROVISIONS HEREIN, ARE INTENDED AMONG OTHER
THINGS TO ALLOCATE THE ECONOMIC COST AND THE RISKS INHERENT IN THE TRANSACTIONS
CONTEMPLATED HEREBY BETWEEN THE PARTIES AND ACCORDINGLY, A PARTY SHALL BE
ENTITLED TO THE INDEMNIFICATIONS OR OTHER REMEDIES PROVIDED IN THIS AGREEMENT BY
REASON OF ANY BREACH OF ANY SUCH REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT
BY ANOTHER PARTY NOTWITHSTANDING WHETHER ANY EMPLOYEE, REPRESENTATIVE OR AGENT
OF THE PARTY SEEKING TO ENFORCE SUCH INDEMNIFICATION OR ANY REMEDY KNEW OR HAD
REASON TO KNOW OF SUCH BREACH, AND SUCH KNOWLEDGE OR REASON TO KNOW OF SUCH OF
SUCH BREACH SHALL NOT BE A DEFENSE TO ANY INDEMNIFICATION OR OTHER CLAIMS,
REMEDIES, OR DEFENSES.
M.
THE REPRESENTATIONS AND WARRANTIES IN PARAGRAPH V.G. ABOVE SHALL TERMINATE
ON DECEMBER 31, 2011.
ALL OTHER REPRESENTATIONS AND WARRANTIES HEREIN SHALL NOT
TERMINATE.
VI.
REGULATORY COMPLIANCE
Each Party shall provide the other with all information reasonably requested by
the "Requesting Party" or its Compliance Committee with respect to the
"Providing Party", and its executive officers and directors, regarding financial
condition, litigation, indictments, criminal proceedings, and similar concerns
in which they may have been involved if any ("Requested Information"), in order
for the Requesting Party to