SHALL
DELIVER TO BUYER SUCH APPROPRIATELY EXECUTED INSTRUMENTS OF SALE, TRANSFER,
ASSIGNMENT, CONVEYANCE AND DELIVERY, BILLS OF SALE, ASSIGNMENTS AND ASSUMPTIONS,
INTELLECTUAL PROPERTY ASSIGNMENTS OR OTHER INTELLECTUAL PROPERTY CONVEYANCE
DOCUMENTS, CERTIFICATES OF TITLE, AND ALL OTHER INSTRUMENTS OF CONVEYANCE,
INCLUDING THOSE WHICH ARE REASONABLY REQUESTED TO EFFECT TRANSFER TO BUYER OF
GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY LIENS, TO EACH OF THE ACQUIRED
ASSETS, INCLUDING DOCUMENTS ACCEPTABLE FOR RECORDATION IN THE UNITED STATES
PATENT AND TRADEMARK OFFICE, THE UNITED STATES COPYRIGHT OFFICE AND ANY OTHER
SIMILAR DOMESTIC OR FOREIGN OFFICE, DEPARTMENT OR AGENCY, IT BEING UNDERSTOOD
THAT ALL OF THE FOREGOING SHALL BE IN SUCH FORM AND SUBSTANCE PREPARED BY THE
BUYER AND ITS COUNSEL AND INCORPORATING REASONABLE COMMENTS FROM THE SELLER;
(V)
SELLER SHALL ALSO DELIVER, TRANSFER AND CONVEY TO BUYER, TO THE
EXTENT THAT THE SAME HAS NOT BEEN DELIVERED, TRANSFERRED OR CONVEYED TO THE
BUYER PRIOR TO THE CLOSING DATE:
(A) ANY AND ALL APPROPRIATE DOCUMENTATION TO BE FILED WITH THE U.S. PATENT AND
TRADEMARK OFFICE AND THE U.S. COPYRIGHT OFFICE, REFLECTING THE RELEASE OF ALL
LIENS ON ANY OF THE ACQUIRED ASSETS;
(B) DULY AUTHORIZED UCC-3 STATEMENTS EVIDENCING RELEASE OF ALL LIENS ON ANY OF
THE ACQUIRED ASSETS IN ALL JURISDICTIONS IDENTIFIED BY THE BUYER;
(C) ANY OTHER DOCUMENT, WAIVER, ACKNOWLEDGEMENT, CERTIFICATE, FINANCING
STATEMENT AND/OR RELEASE REASONABLY REQUESTED BY BUYER TO EVIDENCE THE RELEASE
OF ANY LIENS ON THE ACQUIRED ASSETS;
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(D) ALL THIRD PARTY APPROVALS, IF ANY, THAT ARE NECESSARY FOR THE CONSUMMATION
OF THE TRANSACTION, ON TERMS REASONABLY SATISFACTORY TO BUYER;
(E) SHUFFLER AND DECKCHECKER BOOKS AND RECORDS, WHICH SUCH SHUFFLER AND
DECKCHECKER BOOKS AND RECORDS SHALL BE DELIVERED TO BUYER NO LATER THAN 15 DAYS
AFTER THE CLOSING DATE;
(F) CERTIFIED COPIES OF RESOLUTIONS OF SELLER'S BOARD OF DIRECTORS AUTHORIZING
AND APPROVING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTION;
(G) ALL RELATED AGREEMENTS (OTHER THAN INSTRUMENTS OF CONVEYANCE AND THE
NON-DISCLOSURE AGREEMENT) IN FULLY-EXECUTED FORM BY THE SELLER; AND
(H) SUCH OTHER DOCUMENTS OR INSTRUMENTS AS ARE REQUIRED TO BE DELIVERED AT THE
CLOSING PURSUANT TO THE TERMS HEREOF OR THAT BUYER REASONABLY REQUESTS PRIOR TO
THE CLOSING DATE TO EFFECT THE TRANSACTION.
(VI)
BUYER SHALL ALSO DELIVER TO SELLER ALL RELATED AGREEMENTS (OTHER THAN
INSTRUMENTS OF CONVEYANCE AND THE NON-DISCLOSURE AGREEMENT) IN FULLY-EXECUTED
FORM BY THE BUYER.
2.6
Inventory Adjustment.
(A)
WITHIN FOURTEEN (14) DAYS AFTER THE CLOSING DATE, BUYER AND SELLER SHALL
MEET AND CONDUCT A JOINT INSPECTION OF THE INVENTORY (THE "INVENTORY
INSPECTION") TO DETERMINE THE NUMBER OF FULLY QUALIFIED DECK CHECKERS (AS
DEFINED BELOW) AND THE NUMBER OF FULLY QUALIFIED SHUFFLERS (AS DEFINED BELOW)
INCLUDED IN THE INVENTORY.
UPON COMPLETION OF THE INVENTORY INSPECTION, SELLER
OR BUYER, AS APPLICABLE, SHALL PAY, OR CAUSE TO BE PAID IN ACCORDANCE WITH
SECTION 2.6(C) BELOW, TO THE OTHER PARTY ANY POSITIVE NET AMOUNT DETERMINED AS
FOLLOWS (COLLECTIVELY, THE "INVENTORY ADJUSTMENT"):
(I)
SELLER SHALL PAY TO BUYER AN AMOUNT IN CASH