PRODUCTS NOT RELATED TO SHUFFLERS OR DECK CHECKERS, SUCH AS GAMING
CHIPS).
FOR PURPOSES OF THIS AGREEMENT, (I) THE TERM "PARTICIPATE" INCLUDES ANY
DIRECT OR INDIRECT INTEREST IN ANY ENTERPRISE, WHETHER AS A STOCKHOLDER, MEMBER,
PARTNER, JOINT VENTURER, FRANCHISOR, FRANCHISEE OR OTHERWISE (OTHER THAN BY
OWNERSHIP OF LESS THAN TEN PERCENT (10%) OF THE STOCK OF A PUBLICLY HELD
CORPORATION) OR RENDERING ANY DIRECT OR INDIRECT SERVICE OR ASSISTANCE TO ANY
PERSON, AND (II) "SHUFFLER AND DECKCHECKER BUSINESS" MEANS THE MANUFACTURE,
MARKETING AND/OR SALE OF SHUFFLER AND/OR DECK CHECKER PRODUCTS.
SELLER AGREES
THAT THE NON-COMPETE OBLIGATIONS ARE REASONABLY DESIGNED TO PROTECT BUYER'S
SUBSTANTIAL INVESTMENT AND IS REASONABLE WITH RESPECT TO ITS DURATION,
GEOGRAPHICAL AREA AND SCOPE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR
IN ANY RELATED AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE NON-COMPETE
OBLIGATIONS SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT AND ANY RELATED
AGREEMENT.
(B)
IF, AT THE TIME OF ENFORCEMENT OF ANY OF THE PROVISIONS OF THIS
SECTION 7.9, A COURT DETERMINES THAT THE RESTRICTIONS STATED HEREIN ARE
UNREASONABLE UNDER THE CIRCUMSTANCES THEN EXISTING, THEN THE PARTIES HERETO
AGREE THAT THE MAXIMUM PERIOD, SCOPE OR GEOGRAPHICAL AREA REASONABLE UNDER THE
CIRCUMSTANCES SHALL BE SUBSTITUTED FOR THE STATED PERIOD, SCOPE OR AREA.
THE
PARTIES FURTHER AGREE THAT SUCH COURT SHALL BE ALLOWED TO REVISE THE
RESTRICTIONS CONTAINED HEREIN TO COVER THE MAXIMUM PERIOD, SCOPE OR GEOGRAPHICAL
AREA PERMITTED BY LAW.
(C)
IF SELLER (W) BREACHES; (X) THREATENS TO COMMIT A BREACH OF;
(Y) CHALLENGES OR CONTESTS, IN ANY WAY, EITHER DIRECTLY OR INDIRECTLY; OR
(Z) ASSISTS ANY PERSON WHO IS SO CHALLENGING OR CONTESTING, ANY OF THE
PROVISIONS OF THE NON-COMPETE OBLIGATIONS, BUYER SHALL HAVE THE FOLLOWING RIGHTS
AND REMEDIES, EACH OF WHICH RIGHTS AND REMEDIES SHALL BE INDEPENDENT OF THE
OTHERS AND SEVERALLY ENFORCEABLE, AND EACH OF WHICH IS IN ADDITION TO, AND NOT
IN LIEU OF, ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO BUYER AT LAW OR IN
EQUITY:
(I)
THE RIGHT AND REMEDY TO HAVE THE NON-COMPETE OBLIGATIONS
SPECIFICALLY ENFORCED BY ANY COURT OF COMPETENT JURISDICTION, IT BEING AGREED
THAT ANY BREACH OR THREATENED BREACH OF THE NON-COMPETE OBLIGATIONS WOULD CAUSE
IRREPARABLE INJURY TO BUYER AND THAT MONEY DAMAGES WOULD NOT PROVIDE AN ADEQUATE
REMEDY TO BUYER; AND
(II)
THE RIGHT AND REMEDY TO REQUIRE SELLER TO ACCOUNT FOR AND PAY OVER
TO BUYER ANY PROFITS, MONIES, ACCRUALS, INCREMENTS OR OTHER BENEFITS DERIVED OR
RECEIVED BY SELLER AS THE RESULT OF ANY TRANSACTIONS CONSTITUTING A BREACH OF
THE NON-COMPETE OBLIGATIONS.
(D)
NOTHING IN THIS AGREEMENT SHALL PREVENT OR PROHIBIT BUYER FROM:
(I) SELLING, LEASING OR LICENSING PRODUCTS THAT HAVE FUNCTIONALITY THAT IS
SIMILAR TO, IDENTICAL TO, OR OVERLAP WITH FUNCTIONALITY IN ANY OF THE EXCLUDED
ASSETS; OR (II) SELLING, LEASING, OR LICENSING PRODUCTS WHICH ARE THE SAME AS,
SUBSTANTIALLY SIMILAR TO, OR COMPETE WITH ANY SHUFFLER OR DECKCHECKER BUSINESS.
(E)
NOTHING CONTAINED IN THIS SECTION 7.9 SHALL CONSTITUTE OR IMPLY A
LICENSE, AT ANY TIME, TO SELLER, FOR ANY OF THE SHUFFLER AND DECKCHECKER