PARTY AGAINST WHOM SUCH WAIVER IS
SOUGHT TO BE ENFORCED. ANY WAIVER OF THE TERMS HEREOF SHALL BE EFFECTIVE ONLY IN
THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN AND SHALL NOT OPERATE
OR BE CONSTRUED AS A WAIVER OF ANY FUTURE DEFAULT OR DEFAULTS, WHETHER OF A LIKE
OR A DIFFERENT CHARACTER. THE FAILURE OF A PARTY TO INSIST, IN ANY INSTANCE, ON
STRICT PERFORMANCE OF ANY OF THE TERMS AND CONDITIONS HEREOF SHALL NOT BE
CONSTRUED AS A WAIVER OF SUCH PARTY'S RIGHT IN THE FUTURE TO INSIST ON SUCH
STRICT PERFORMANCE.
12.15
CUMULATIVE RIGHTS, OBLIGATIONS AND REMEDIES.
EXCEPT AS EXPRESSLY
PROVIDED HEREIN, THE RIGHTS, OBLIGATIONS AND REMEDIES CREATED BY THIS AGREEMENT
ARE CUMULATIVE AND IN ADDITION TO ANY OTHER RIGHTS, OBLIGATIONS OR REMEDIES
OTHERWISE AVAILABLE AT LAW OR IN EQUITY.
12.16
NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS FOR THE SOLE AND
EXCLUSIVE BENEFIT OF THE PARTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN TO THE
CONTRARY, NOTHING HEREIN IS INTENDED TO BENEFIT ANY OTHER PERSON NOT A PARTY
HERETO, AND NO SUCH PERSON SHALL HAVE ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR
CLAIM UNDER THIS AGREEMENT.
12.17
CONFIDENTIALITY.
THE PARTIES AGREE THAT THIS AGREEMENT AND ALL
INFORMATION AND DATA EXCHANGED BY THEM IN ACCORDANCE WITH THIS AGREEMENT SHALL
BE MAINTAINED IN STRICT AND ABSOLUTE CONFIDENCE, EXCEPT UPON PRIOR WRITTEN
NOTICE AND WITH RESPECT TO DISCLOSURE (I) PURSUANT TO THE SALE, DISPOSITION OR
OTHER ALIENATION (DIRECTLY OR INDIRECTLY) OF A PARTY'S RIGHTS AND INTEREST IN
AND TO THIS AGREEMENT, (II) PURSUANT TO THE SALE OR OTHER DISPOSITION (DIRECTLY
OR INDIRECTLY) OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF A PARTY, (III) IN
CONJUNCTION WITH A MERGER, CONSOLIDATION, SHARE EXCHANGE OR OTHER FORM OF
STATUTORY REORGANIZATION INVOLVING A PARTY, (IV) TO LENDERS, ACCOUNTANTS
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AND OTHER REPRESENTATIVES OF THE DISCLOSING PARTY WITH A NEED TO KNOW SUCH
INFORMATION, (V) AS REQUIRED TO MAKE DISCLOSURE IN COMPLIANCE WITH ANY
APPLICABLE LAW, OR UNDER COMPULSION OF JUDICIAL PROCESS, TO COMPLY WITH THIS
AGREEMENT AND ITS OBJECTIVES OR (VI) TO THOSE OF A PARTIES' AFFILIATES THAT HAVE
A "NEED TO KNOW"; PROVIDED THAT THE DISCLOSING PARTY SHALL BE LIABLE FOR ANY
DISCLOSURE BY THE RECEIVING PERSON TO THE EXTENT SUCH DISCLOSURE WOULD NOT BE
PERMITTED BY THIS SECTION IF MADE BY THE DISCLOSING PARTY.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each Party has caused this Agreement to be executed in its
name by an officer thereunto duly authorized as of the date first set forth
above.
SENECA ERIE GAMING CORPORATION
By:
/s/ John Pasqualoni
Printed Name:
John Pasqualoni
Title:
President & CEO
Dated: May 9, 2006
SENECA CONSTRUCTION MANAGEMENT CORPORATION
By:
/s/ Clayton Seneca
Printed Name:
Clayton Seneca
Title:
President & CEO
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