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 PURCHASED ASSETS, 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.
16.
ASSIGNMENT; BENEFITS AND BURDENS.
SELLER MAY ASSIGN ITS RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT PRIOR TO THE CLOSING DATE WITH THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY, NOT TO BE UNREASONABLY CONDITIONED, DELAYED
OR WITHHELD; PROVIDED, HOWEVER, PURCHASER SHALL NOT HAVE A RIGHT TO ASSIGN OR
TRANSFER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF SELLER, WHICH MAY
NOT WITHHELD FOR ANY REASON.
ALL TERMS OF THIS AGREEMENT SHALL BE BINDING UPON,
AND INURE TO THE BENEFIT OF, THE PARTIES HERETO AND THEIR RESPECTIVE LEGAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
17.
GOVERNING LAW; PREVAILING PARTY ATTORNEY FEES.
THIS AGREEMENT
CONCERNS PROPERLY 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.
18.
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,
MANDEKIC COMPANIES, LLC, 1035 VIA SANGUINELLA STREET, HENDERSON, NEVADA 89011
ATTENTION: TED MANDEKIC, WITH A COPY TO JENICA YURCIC, ESQUIRE, SCHRECK
BRIGNONE, 300 S. FOURTH STREET, SUITE 1200, LAS VEGAS, NEVADA 89101; (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; (III) IF TO PURCHASER, LUCK LUCY D LLC, ATTENTION: BRUCE DEIFIK, C/O
INTEGRATED PROPERTIES, INC., 3900 E. MEXICO AVENUE, SUITE 1400, DENVER, CO
80210, WITH A COPY TO JEFFREY A. SILVER, ESQUIRE, 3960 HOWARD HUGHES PARKWAY,
9TH FLOOR, LAS VEGAS, NV 89169; (IV) 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 18.
19.
INDEMNIFICATION.
19.1
INDEMNIFICATION BY PURCHASER.
SUBJECT TO THE LIMITS SET FORTH IN
SECTION 19.4,
PURCHASER AGREES TO INDEMNIFY, DEFEND AND HOLD SELLER AND ITS
OFFICERS, DIRECTORS AND AGENTS,