ALL PENDING ORDERS, AS DEFINED IN SECTION 4.10(J).
(B)
LICENSED PATENTS.
AS PART OF THE TRANSACTION AND AS ADDITIONAL
CONSIDERATION FOR THE PAYMENT OF THE PURCHASE PRICE, SELLER AGREES TO ENTER INTO
THE PROGRESSIVE LICENSE AND TO GRANT BUYER ALL OF THE RIGHTS THERETO, AS SET
FORTH IN THE PROGRESSIVE LICENSE.
(c)
Excluded Assets.
Notwithstanding the foregoing, the following
properties, assets and rights which are otherwise a part of Seller's Table Games
Business (the "Excluded Assets") are expressly excluded from the Transaction,
and, as such, are not included in the Purchased Assets:
(I)
ANY CASH, CASH EQUIVALENTS, OR (EXCEPT AS SET FORTH IN SECTION
2.3), ANY ACCOUNTS RECEIVABLE HELD BY SELLER AND ANY ACCOUNTS RECEIVABLE;
(II)
ALL STOCK AND OTHER OWNERSHIP INTERESTS IN SELLER;
(III)
ALL REAL PROPERTY;
10
(IV)
SELLER'S CORPORATE CHARTER, QUALIFICATIONS TO CONDUCT BUSINESS AS A
FOREIGN CORPORATION, ARRANGEMENTS WITH REGISTERED AGENTS RELATING TO FOREIGN
QUALIFICATIONS, TAXPAYER AND OTHER IDENTIFICATION NUMBERS, SEALS, MINUTE BOOKS,
STOCK TRANSFER BOOKS AND BLANK STOCK CERTIFICATES AND OTHER DOCUMENTS RELATING
SOLELY TO THE ORGANIZATION, MAINTENANCE AND EXISTENCE OF SELLER AS A
CORPORATION;
(V)
CLAIMS FOR AND RIGHTS TO RECEIVE TAX REFUNDS RELATING TO SELLER'S
TABLE GAMES BUSINESS WITH RESPECT TO TAXABLE PERIODS PRECEDING THE EFFECTIVE
DATE, AND TAX RETURNS RELATING TO SELLER'S TABLE GAMES BUSINESS WITH RESPECT TO
TAXABLE PERIODS PRECEDING THE EFFECTIVE DATE, AND ANY NOTES, WORKSHEETS, FILES
OR DOCUMENTS RELATING THERETO;
(VI)
SELLER'S RIGHTS UNDER OR PURSUANT TO THIS AGREEMENT, THE RELATED
AGREEMENTS, AND THE SCHEDULES ATTACHED HERETO AND THERETO;
(VII)
SELLER'S OWNERSHIP OF AND RIGHTS IN AND TO ANY SYSTEM, AND THE
LICENSES, INTELLECTUAL PROPERTY, ROYALTIES, AGREEMENTS, CUSTOMERS, AND ACCOUNTS
RELATING TO ANY SYSTEM OTHER THAN TO ANY OF SAME THAT ALSO RELATE TO GAME
MANAGER AND AQUARIUS ; AND
(VIII)
ALL OTHER ASSETS AND PROPERTIES OF SELLER SPECIFICALLY LISTED AND/OR
DESCRIBED ON THE EXCLUDED ASSETS SCHEDULE.
2.2
ASSUMPTION OF LIABILITIES.
(a)
Assumed Liabilities.
Subject to the conditions set forth in this
Agreement, in addition to the Purchase Price and as additional consideration for
the Purchased Assets, as of the Effective Date, Buyer shall assume only the
following Indebtednesses and Losses of Seller to the extent provided in (i) and
(ii) of this Section 2.2(a) therein (collectively, the "Assumed Liabilities").
For purposes of clarity, no other Indebtednesses or Losses of Seller shall be
expressly, implicitly or by operation of law assumed by Buyer:
(I)
SELLER'S OBLIGATIONS, AFTER THE EFFECTIVE DATE, UNDER ANY ASSUMED
CONTRACTS, PROVIDED THAT SUCH OBLIGATIONS RELATE: X) TO THE SELLER'S TABLE GAMES
BUSINESS, AND Y) THAT SUCH ASSUMED CONTRACTS WERE ENTERED INTO IN THE SELLER'S
ORDINARY COURSE OF BUSINESS OF OPERATING SELLER'S TABLE GAMES BUSINESS, AND
SPECIFICALLY EXCLUDING ANY LIABILITY OR OBLIGATION RELATING TO OR ARISING OUT OF
SUCH ASSUMED CONTRACTS AS A RESULT OF (A) ANY BREACH OF SUCH ASSUMED CONTRACTS
OCCURRING ON OR PRIOR TO THE EFFECTIVE DATE, (B) ANY VIOLATION OF LAW, BREACH OF
WARRANTY, TORT OR INFRINGEMENT OCCURRING ON OR PRIOR TO THE EFFECTIVE DATE; (C)
ANY ENVIRONMENTAL, HEALTH OR SAFETY