HAS SUCCESSFULLY MET ITS OBLIGATIONS AND
IS NOT IN MATERIAL BREACH PURSUANT TO THIS AGREEMENT THAT PARTY'S LIMIT OF
LIABILITY SHALL BE REDUCED BY THAT SEASON OF THE TOURS FEES UNDER THIS
AGREEMENT.
FOR PURPOSE OF ILLUSTRATION ONLY, IN THE EVENT PARTYPOKER IS NOT IN
MATERIAL BREACH OF ITS WARRANTIES AND OBLIGATIONS AND HAS PAID WPT ALL FEES
OWNED FOR SEASON IV OF THE INTERNATIONAL WPT EPISODES, ITS TOTAL LIMIT OF
LIABILITY FOR SEASON'S V & VI SHALL BE LIMITED TO THOSE TWO REMAINING SEASONS.
18.
Waiver of Injunctive Relief
18.1.
In the event of any breach
by WPT of this Agreement or any of
WPT's
obligations hereunder, the rights and
remedies of PartyPoker shall be limited to the right to recover damages, if any,
in an action at law, and PartyPoker
hereby waives any right or remedy in
equity, including without limitation the right to seek injunctive or other
equitable relief to enjoin, restrain or otherwise impair in any manner the
production, distribution, exhibition, promotion or other exploitation of the
television series and/or Episodes produced in connection with this Agreement or
any parts or elements thereof.
19.
CONFIDENTIALITY
19.1.
EACH PARTY SHALL ENSURE
THAT ANY OF ITS EMPLOYEES, SERVANTS OR AGENTS SHALL NOT DIVULGE OR COMMUNICATE
DIRECTLY OR INDIRECTLY TO ANY PERSON OTHER THAN THOSE WHOSE PROVINCE IT IS TO
KNOW THE SAME OR WITH PROPER AUTHORITY (AND SHALL USE ITS BEST ENDEAVOURS TO
PREVENT THE PUBLICATION OR DISCLOSURE OF) ANY OF THE TRADE SECRETS INTENTIONS OR
OTHER CONFIDENTIAL INFORMATION OF THE OTHER PARTY WHICH IT MAY
16
RECEIVE
OR OBTAIN DURING THE CURRENCY OF THIS AGREEMENT BUT SHALL CEASE TO APPLY TO ANY
INFORMATION THAT COMES INTO THE PUBLIC DOMAIN.
20.
PRESS RELEASE
20.1.
NO ANNOUNCEMENT OR PUBLIC
RELEASES SHALL BE MADE BY EITHER PARTY IN RELATION TO THIS AGREEMENT WITHOUT THE
PRIOR WRITTEN CONSENT OF THE OTHER.
21.
MISCELLANEOUS
21.1.
ENTIRE AGREEMENT.
THIS
AGREEMENT (TOGETHER WITH THE APPENDICES AND OTHER DOCUMENTS INCORPORATED WITHIN
THE AGREEMENT) CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES IN RELATION
TO ITS SUBJECT MATTER, AND REPLACES AND EXTINGUISHES ALL PRIOR AGREEMENTS,
UNDERTAKINGS, ARRANGEMENTS, UNDERSTANDINGS OR STATEMENTS OF ANY NATURE MADE BY
THE PARTIES, WHETHER ORAL OR WRITTEN, WITH RESPECT TO SUCH SUBJECT MATTER.
21.2.
EACH PARTY ACKNOWLEDGES
THAT IT HAS NOT RELIED ON ANY STATEMENTS, WARRANTIES OR REPRESENTATIONS GIVEN OR
MADE BY ANY OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT.
21.3.
ASSIGNMENT.
NEITHER PARTY
SHALL ASSIGN, TRANSFER OR PLEDGE THIS AGREEMENT, OR ANY INTEREST OR RIGHTS OF
ANY KIND HEREIN, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, EXCEPT IN
CONNECTION WITH A MERGER, REORGANIZATION OR SALE OF ALL OR SUBSTANTIALLY ALL OF
THE BUSINESS OR EQUITY INTERESTS EITHER PARTY.
SUBJECT TO THE FOREGOING, THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES AND
THEIR SUCCESSORS AND ASSIGNS.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT
WPT IS ACQUIRED BY A THIRD-PARTY (A "THIRD-PARTY ACQUISITION"), EITHER PARTY MAY
TERMINATE THIS AGREEMENT BY PROVIDING WRITTEN NOTICE