Agreement; any Schedules; or the Acquired Assets.
7.7
Sales and Transfer Taxes.
Except as provided in
Section 2.5(b)(iv), Seller, on the one hand, and Buyer, on the other hand, shall
each pay fifty percent (50%) of all sales, use, excise, value-added, goods and
services, transfer, recording, documentary, registration, conveyance and similar
Taxes (but not income Taxes) that may be imposed on the transfers of the
Transaction (including any stamp, duty or other Tax chargeable in respect of any
instrument transferring property and any recording fees or expenses payable in
connection with the Transaction), together with any and all penalties, interest
and additions to Tax with respect thereto.
Buyer and Seller shall cooperate in
timely making all filings, returns, reports and forms as may be required to
comply with the provisions of applicable law in connection with the payment of
any such Taxes described in the immediately preceding sentence.
Buyer and
Seller shall cooperate in providing each other with appropriate resale exemption
certification and other similar Tax and fee documentation.
7.8
[INTENTIONALLY OMITTED]
7.9
Covenant Not to Compete, Solicit or Hire.
(A)
SELLER HEREBY ACKNOWLEDGES AND AGREES:
THAT IT IS FAMILIAR WITH
SELLER'S SHUFFLER AND DECKCHECKER BUSINESS (AS DEFINED BELOW), ITS TRADE SECRETS
AND OTHER CONFIDENTIAL INFORMATION; THAT BUYER WOULD BE IRREPARABLY DAMAGED IF
SELLER, WERE TO ENGAGE IN THE SHUFFLER AND DECKCHECKER BUSINESS; AND, IN ANY
SUCH EVENT, THAT ANY SUCH COMPETITION BY SELLER WOULD RESULT IN A SIGNIFICANT
LOSS OF GOODWILL BY BUYER IN RESPECT OF THE ACQUIRED ASSETS BEING ACQUIRED BY
BUYER.
SELLER HEREBY ACKNOWLEDGES AND AGREES THAT THE COVENANTS AND AGREEMENTS,
AND SELLER'S, PRESENT AND FUTURE ADHERENCE THERETO, ALL AS SET FORTH IN THIS
SECTION 7.9 WERE, ARE, AND CONTINUE TO BE A MATERIAL INDUCEMENT TO BUYER TO
ENTER INTO THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER, AND THAT
BUYER WOULD NOT OBTAIN THE BENEFIT OF THE BARGAIN SET FORTH IN THIS AGREEMENT AS
SPECIFICALLY NEGOTIATED BY THE PARTIES HERETO IF SELLER BREACHED THE PROVISIONS
OF THIS SECTION 7.9.
THEREFORE, SUBJECT TO THE PROVISIONS OF SECTION 2.2(B), IN
FURTHER CONSIDERATION OF THE PURCHASE PRICE, SELLER HEREBY AGREES THAT, (I) ON
THE CLOSING DATE AND CONTINUING THEREAFTER FOR A PERIOD OF SEVEN (7) YEARS,
SELLER SHALL NOT, DIRECTLY OR INDIRECTLY, EITHER FOR ITSELF OR THROUGH ANY OTHER
PERSON, ENGAGE OR PARTICIPATE IN THE SHUFFLER AND DECKCHECKER BUSINESS AND/OR
ANY RELATED DESIGNING, LICENSING, LEASING, DEVELOPING, MANUFACTURING, PACKAGING,
MARKETING, DISTRIBUTING OR SELLING OF THE PRODUCTS, ANYWHERE IN THE WORLD, AND
(II) FROM THE CLOSING DATE AND CONTINUING THEREAFTER, SELLER SHALL NOT, DIRECTLY
OR INDIRECTLY, EITHER FOR ITSELF OR THROUGH ANY OTHER PERSON, INFRINGE, VIOLATE
OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY OF BUYER RELATING TO ANY OF BUYER'S
SHUFFLER OR DECK CHECKER PRODUCTS, INCLUDING, WITHOUT LIMITATION, THE SHUFFLER
AND DECKCHECKER INTELLECTUAL PROPERTY (COLLECTIVELY, THE "NON-COMPETE
OBLIGATIONS") (IT BEING UNDERSTOOD AND AGREED THAT NOTHING HEREIN WILL PREVENT
SELLER, OR ANY ACQUIRER FROM ENGAGING IN SLOT MACHINE
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SALES, LEASES AND LICENSES AND THE MANUFACTURE, MARKETING AND/OR SALE OF OTHER
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