REVENUES OF ANY KIND
GENERATED FROM PLACEMENT OF PURCHASED TABLE GAMES FROM JURISDICTIONS THAT
REQUIRE SELLER TO BE LICENSED WHERE SELLER IS NOT SO LICENSED ("EXCLUDED
JURISDICTION"), UNLESS AND UNTIL SELLER IS LICENSED BY THE GAMING AUTHORITIES IN
THOSE JURISDICTIONS AND IS IN COMPLIANCE WITH ALL APPLICABLE GAMING REGULATIONS
SO THAT BUYER MAY LEGALLY PAY SELLER SUCH REVENUE.
ALL REVENUES FROM THE
PURCHASED TABLE GAMES RECEIVED AND EARNED BY BUYER FROM LEGAL GAMING ENTITIES IN
ANY EXCLUDED JURISDICTION SHALL BE THE SOLE PROPERTY OF BUYER, AND SELLER SHALL
HAVE NO INTEREST THEREIN UNLESS ALLOWED BY LAW.
IN THE EVENT THAT SELLER
BECOMES LICENSED IN AN EXCLUDED JURISDICTION, BUYER SHALL PAY SELLER THE
CONTINGENT PURCHASE PRICE PAYMENTS TO THE EXTENT ARISING AFTER SUCH LICENSE
BECOMES EFFECTIVE.
ADDITIONALLY, BUYER AGREES TO PAY SELLER ANY CONTINGENT
PURCHASE PRICE PAYMENTS THAT WOULD HAVE BEEN PAID ON REVENUES COLLECTED IN AN
EXCLUDED JURISDICTION PRIOR TO SELLER'S BECOMING LICENSED IN SAID JURISDICTION
IF SAID PAYMENTS ARE CONFIRMED IN WRITING BY THE JURISDICTION AS A LEGAL
PAYMENT.
IN NO EVENT SHALL THE FACT THAT SELLER MAY NOT BE LEGALLY ABLE TO
SHARE REVENUES IN AN EXCLUDED JURISDICTION IN ANY WAY AFFECT, REDUCE, MODIFY OR
AMEND ANY OF THE RIGHTS GRANTED TO BUYER IN THIS AGREEMENT OR IN ANY RELATED
AGREEMENT, NOR BUYER'S OWNERSHIP OF ALL RIGHT, TITLE AND INTEREST IN AND TO THE
PURCHASED TABLE GAMES, OR TO ANY OF BUYER'S RIGHTS PURSUANT TO THE PROGRESSIVE
LICENSE, INCLUDING WITHOUT LIMITATION, IN ANY EXCLUDED JURISDICTION.
IN THE
EVENT A JURISDICTION BECOMES
18
AN EXCLUDED JURISDICTION, BUYER WILL MEET AND CONFER WITH SELLER TO FIND, UNDER
APPLICABLE GAMING LAWS, A WAY TO SHARE REVENUE LEGALLY.
IN THE ALTERNATIVE,
UNDER ANY SUCH CIRCUMSTANCE, THE PARTIES SHALL MEET TO ATTEMPT TO AGREE ON A
FIXED-FEE AMOUNT PER TABLE (AND IN SOME CASES, SUCH AMOUNT MAY BE A PER MONTH
PAYMENT) TO WHICH SELLER WOULD BE ENTITLED FOR PURCHASED TABLE GAMES PLACED IN
SUCH EXCLUDED JURISDICTIONS, KEEPING IN MIND, DURING SUCH DISCUSSIONS, THE
PERCENTAGES FOR PURCHASED TABLE GAMES PROVIDED HEREIN, BUT IN ALL EVENTS,
SUBJECT TO ALL APPLICABLE GAMING LAWS.
THE FAILURE TO REACH AN AGREEMENT SHALL
NOT AFFECT BUYER'S OWNERSHIP RIGHTS IN THE PURCHASED TABLE GAMES.
ANY SUCH
AGREEMENT REACHED MUST BE LEGAL.
2.8
DISTRIBUTOR CONTRACTS.
BUYER SHALL HAVE THE RIGHT TO NEGOTIATE,
SOLICIT, CORRESPOND WITH, NEGOTIATE WITH, AND ENTER INTO AGREEMENTS WITH ANY
PERSON THAT IS A PARTY TO A CONTRACT BETWEEN SELLER (OR ANY OF ITS AFFILIATES)
AND SUCH PERSON RELATING TO THE TABLE GAMES BUSINESS, REGARDLESS OF WHETHER SUCH
CONTRACT IS AN ASSUMED CONTRACT.
UPON BUYER'S REQUEST (BEFORE OR AFTER THE
CLOSING DATE), SELLER SHALL AGREE (SUBJECT TO THE COUNTERPARTY'S AGREEMENT) TO
(AS REQUESTED BY BUYER) (X) TERMINATE ANY CONTRACT OR PART OF ANY CONTRACT
RELATING TO THE TABLE GAMES BUSINESS, AND (Y) REMIT TO BUYER ANY PROCEEDS,
PAYMENTS, FEES, OR OTHER CONSIDERATION PAID BY SUCH PERSON UNDER ANY SUCH
CONTRACT.
SELLER UNDERSTANDS THAT BUYER'S ACTIONS PERMITTED ABOVE MAY INTERFERE
WITH ITS CONTRACTUAL RELATIONSHIPS, AND SELLER EXPRESSLY