OR
CONTROLLED BY SELLER;
(VIII)
BROKER, DISTRIBUTOR, VENDOR, CUSTOMER OR MAINTENANCE AGREEMENTS;
27
(IX)
OTHER CONTRACT OR GROUP OF RELATED CONTRACTS WITH THE SAME PARTY
CONTINUING OVER A PERIOD OF MORE THAN SIX MONTHS FROM THE DATE OR DATES THEREOF,
NOT TERMINABLE BY SELLER UPON 30 DAYS' OR LESS NOTICE WITHOUT PENALTY OR
INVOLVING MORE THAN $25,000;
(X)
CONTRACT WHICH PROHIBITS SELLER FROM FREELY ENGAGING IN SELLER'S
TABLE GAMES BUSINESS ANYWHERE IN THE WORLD;
(XI)
CONTRACT RELATING TO THE MARKETING, SALE, DISTRIBUTION,
REPRODUCTION, ADVERTISING OR PROMOTION OF ITS PRODUCTS;
(XII)
FRANCHISE OR AGENCY AGREEMENTS;
(XIII)
AGREEMENT WITH ANY OFFICER, DIRECTOR, EMPLOYEE, SHAREHOLDER, OR
AFFILIATE OF SELLER OR ANY INDIVIDUAL RELATED BY MARRIAGE OR ADOPTION TO ANY
SUCH INDIVIDUAL OR ANY ENTITY IN WHICH ANY SUCH PERSON OWNS ANY BENEFICIAL
INTEREST (COLLECTIVELY, THE "INSIDERS");
(XIV)
WARRANTY AGREEMENT WITH RESPECT TO PRODUCTS SOLD OR INDEMNITY
AGREEMENT WITH ANY SUPPLIER TO SELLER'S TABLE GAMES BUSINESS UNDER WHICH SELLER
IS OBLIGATED TO INDEMNIFY SUCH SUPPLIER AGAINST PRODUCT WARRANTY OR INFRINGEMENT
OR SIMILAR CLAIMS;
(XV)
AGREEMENTS RELATING TO OWNERSHIP OF OR INVESTMENTS IN ANY BUSINESS OR
ENTERPRISE, INCLUDING INVESTMENTS IN JOINT VENTURES AND MINORITY EQUITY
INVESTMENTS;
(XVI)
POWER OF ATTORNEY EXECUTED BY OR ON BEHALF OF SELLER;
(XVII)
AGREEMENTS AND LICENSES (INCLUDING ALL INBOUND LICENSES) TO WHICH
SELLER IS A PARTY WITH RESPECT TO ANY SELLER'S TABLE GAMES INTELLECTUAL
PROPERTY;
(XVIII)
AGREEMENTS OR GROUP OF RELATED AGREEMENTS PURSUANT TO WHICH SELLER
HAS DERIVED REVENUE OR OTHER CONSIDERATION IN EXCESS OF $5,000 IN THE AGGREGATE
FOR ALL SUCH AGREEMENTS (AND WITHOUT REGARD TO PROFITS, COSTS, OR OTHER
DEDUCTIONS) BETWEEN JUNE 1, 2006 AND THE CLOSING DATE; OR
(XIX)
OTHER AGREEMENT MATERIAL TO SELLER'S TABLE GAMES BUSINESS, WHETHER OR
NOT ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS.
(B)
EXCEPT AS DISCLOSED, AS REQUIRED HEREIN, ON THE ATTACHED CONTRACTS
SCHEDULE, (I) NO CONTRACT OR COMMITMENT REQUIRED TO BE DISCLOSED ON THE
CONTRACTS SCHEDULE HAS BEEN BREACHED IN ANY MATERIAL RESPECT OR CANCELLED BY THE
OTHER PARTY THERETO, (II) SELLER HAS PERFORMED ALL OBLIGATIONS UNDER THE
CONTRACTS REQUIRED TO BE DISCLOSED ON THE CONTRACTS SCHEDULE REQUIRED TO BE
PERFORMED BY SELLER AND THERE IS NO MATERIAL BREACH OF OR DEFAULT UNDER ANY
LEASE, CONTRACT, COMMITMENT OR OTHER AGREEMENT TO WHICH SELLER IS A PARTY WITH
RESPECT TO SELLER'S TABLE GAMES BUSINESS OR ANY EVENT WHICH, UPON GIVING OF
NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE SUCH A BREACH OR DEFAULT,
(III) SELLER HAS NO PRESENT EXPECTATION OR INTENTION OF NOT FULLY PERFORMING ANY
OBLIGATION PURSUANT TO ANY CONTRACT REQUIRED TO BE DISCLOSED ON THE CONTRACTS
SCHEDULE, AND (IV) EACH CONTRACT REQUIRED TO BE DISCLOSED ON THE CONTRACTS
SCHEDULE IS, TO THE BEST OF SELLER'S KNOWLEDGE, LEGAL, VALID, BINDING,
ENFORCEABLE AND IN FULL FORCE AND EFFECT, AND WILL CONTINUE AS SUCH FOLLOWING
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY (SUBJECT TO BANKRUPTCY,
MORATORIUM AND SIMILAR LAWS AND SUBJECT TO THE APPLICATION OF SPECIFIC
PERFORMANCE AND OTHER EQUITABLE PRINCIPLES).
28
(C)
BUYER HAS HERETOFORE BEEN SUPPLIED