OR ITS AFFILIATES OR REPRESENTATIVES
WILL MAKE ANY PUBLIC STATEMENT REGARDING THE EXISTENCE OF OR THE DETAILS OF THE
MATTERS CONTEMPLATED BY THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTIES HERETO, AND THE PARTIES HERETO WILL CONSULT WITH EACH OTHER UPON
ANY ISSUED NEWS RELEASE WITH RESPECT TO SUCH ARRANGEMENTS, UNLESS SUCH PARTY IS
COMPELLED TO MAKE SUCH STATEMENTS BY JUDICIAL OR ADMINISTRATIVE PROCESS OR IN
THE REASONABLE OPINION OF ITS COUNSEL BY THE REQUIREMENTS OF LAW OR THE
APPLICABLE REGULATIONS OF ANY RELEVANT STOCK EXCHANGE, GAMING AUTHORITIES OR
OTHER GOVERNMENTAL BODY.
10.2.
INJUNCTIVE RELIEF.
EACH PARTY HERETO ACKNOWLEDGES THAT IT WILL BE
IMPOSSIBLE TO MEASURE IN MONEY THE DAMAGES THAT SHALL BE SUFFERED IF ANY PARTY
FAILS TO COMPLY WITH ANY OF THE OBLIGATIONS HEREIN IMPOSED ON SUCH PARTY AND
THAT IN THE EVENT OF ANY SUCH FAILURE, AN AGGRIEVED PERSON WILL BE IRREPARABLY
DAMAGED AND WILL NOT HAVE AN ADEQUATE REMEDY AT LAW.
ANY SUCH PERSON SHALL,
THEREFORE, BE ENTITLED TO INJUNCTIVE RELIEF AND/OR SPECIFIC PERFORMANCE (WITHOUT
THE REQUIREMENT OF POSTING A BOND OR OTHER SECURITY) TO ENFORCE SUCH
OBLIGATIONS, AND IF ANY ACTION SHOULD BE BROUGHT IN EQUITY TO ENFORCE ANY OF THE
PROVISIONS OF THIS AGREEMENT, NONE OF THE PARTIES SHALL RAISE THE DEFENSE THAT
THERE IS AN ADEQUATE REMEDY AT LAW.
10.3.
GOVERNING LAW/CHOICE OF LAW AND FORUM.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLE THEREOF).
ALL CLAIMS,
DEMANDS, CONTROVERSIES, DISPUTES, ACTIONS OR CAUSES OF ACTION OF ANY NATURE OR
CHARACTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER LEGAL OR
EQUITABLE, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE SHALL BE RESOLVED IN THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY
APPELLATE COURTS THERETO, OR IF FEDERAL JURISDICTION IS LACKING, THEN THE COURTS
OF THE STATE OF NEW YORK.
THE PREVAILING PARTY IN ANY SUCH ACTION SHALL BE
ENTITLED TO REASONABLE ATTORNEYS' FEES AND COSTS.
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10.4.
ENTIRE AGREEMENT; AMENDMENT; WAIVER.
THIS AGREEMENT TOGETHER WITH
THE EXHIBITS AND SCHEDULES HERETO (A) CONTAIN THE ENTIRE AGREEMENT AMONG THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND (B) SUPERSEDE ALL PRIOR
WRITTEN AGREEMENTS AND NEGOTIATIONS AND ORAL UNDERSTANDINGS, IF ANY, WITH
RESPECT THERETO.
THIS AGREEMENT MAY NOT BE AMENDED, SUPPLEMENTED OR MODIFIED
EXCEPT BY AN INSTRUMENT OR COUNTERPARTS THEREOF IN WRITING SIGNED BY MORGANS AND
DLJMB.
NO WAIVER OF ANY TERM OR PROVISION OF THIS AGREEMENT SHALL BE EFFECTIVE
UNLESS IN WRITING SIGNED BY THE PARTY TO BE CHARGED.
THE WAIVER BY ANY PARTY OF
A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT SHALL NOT BE CONSTRUED AS A
WAIVER OF ANY SUBSEQUENT BREACH.
10.5.
BINDING EFFECT/NONASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING ON
AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS
AND PERMITTED ASSIGNS, EXCEPT THAT NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS,
INTERESTS OR OBLIGATIONS