ASSETS OR THE LICENSED PATENTS IN EXCESS OF $25,000, WHETHER OR NOT
COVERED BY INSURANCE;
24
(J)
EXCEPT FOR ANY PENDING ORDERS, MADE ANY CAPITAL EXPENDITURES
COMMITMENTS WITH RESPECT TO SELLER'S TABLE GAMES BUSINESS THAT AGGREGATE IN
EXCESS OF $50,000;
(K)
MADE ANY CHANGE IN ANY METHOD OF ACCOUNTING OR ACCOUNTING POLICIES
WITH RESPECT TO SELLER'S TABLE GAMES BUSINESS, OTHER THAN THOSE REQUIRED BY GAAP
WHICH HAVE BEEN DISCLOSED IN WRITING TO BUYER;
(L)
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS, ENGAGED IN ANY
PROMOTIONAL SALES, DISCOUNT OR PRICE REDUCTION OR OTHER ACTIVITY WITH RESPECT TO
SELLER'S TABLE GAMES BUSINESS THAT HAS OR WOULD REASONABLY BE EXPECTED TO HAVE
THE EFFECT OF ACCELERATING TO PRE-CLOSING PERIODS SALES THAT OTHERWISE WOULD BE
EXPECTED TO OCCUR IN POST-CLOSING PERIODS;
(M)
INSTITUTED OR PERMITTED ANY MATERIAL CHANGE IN THE CONDUCT OF
SELLER'S TABLE GAMES BUSINESS, OR ANY CHANGE IN ITS METHOD OF PURCHASE, SALE,
LEASE, MANAGEMENT, MARKETING, PROMOTION OR OPERATION;
(N)
ENTERED INTO, AMENDED OR TERMINATED ANY MATERIAL CONTRACT OR ANY
GOVERNMENT LICENSE OR PERMIT OR TAKEN ANY OTHER ACTION OR ENTERED INTO ANY OTHER
TRANSACTION OTHER THAN IN THE ORDINARY COURSE OF BUSINESS;
(O)
DECLARED, SET ASIDE OR MADE ANY PAYMENT OR DISTRIBUTION OF CASH OR
OTHER PROPERTY (INCLUDING SO-CALLED "TAX DISTRIBUTIONS") TO ANY OF ITS
EQUITYHOLDERS WITH RESPECT TO SUCH EQUITY INTERESTS OR OTHERWISE, OR PURCHASED,
REDEEMED OR OTHERWISE ACQUIRED ANY OF ITS EQUITY SECURITIES (INCLUDING ANY
WARRANTS, OPTIONS OR OTHER RIGHTS TO ACQUIRE ITS EQUITY);
(P)
INCURRED INTERCOMPANY CHARGES OR CONDUCTED ITS CASH MANAGEMENT
CUSTOMS AND PRACTICES OTHER THAN IN THE ORDINARY COURSE OF BUSINESS (INCLUDING,
WITHOUT LIMITATION, WITH RESPECT TO MAINTENANCE OF WORKING CAPITAL BALANCES AND
INVENTORY LEVELS, COLLECTION OF ACCOUNTS RECEIVABLE AND PAYMENT OF ACCOUNTS
PAYABLE);
(Q)
ENTERED INTO ANY OTHER MATERIAL TRANSACTION, WHETHER OR NOT IN THE
ORDINARY COURSE OF BUSINESS, OR MATERIALLY CHANGED ANY BUSINESS PRACTICE;
(R)
MADE OR ENTERED INTO ANY AGREEMENT RELATING TO ANY REFUND OR
REBATE OR PROVIDED ANY CREDIT TO A CUSTOMER RELATING TO SELLER'S TABLE GAMES
BUSINESS, ANY PURCHASED ASSETS, OR THE LICENSED PATENTS;
(S)
EXCEPT AS DISCLOSED ON THE DEVELOPMENTS SCHEDULE, SOLD, LEASED,
ASSIGNED, LIENED OR TRANSFERRED (WHETHER IN OR OUT OF THE ORDINARY COURSE OF
BUSINESS), ANY PURCHASED ASSET OR LICENSED PATENT; OR
(T)
COMMITTED TO DO ANY OF THE FOREGOING.
4.10
Purchased Assets and Licensed Patents.
(A)
SELLER OWNS GOOD AND MARKETABLE TITLE TO ALL OF THE PURCHASED
ASSETS, FREE AND CLEAR OF ALL LIENS; AND, AS TO ALL OF THE LICENSED PATENTS,
SELLER OWNS GOOD AND MARKETABLE TITLE TO ALL OF THE LICENSED PATENTS, FREE AND
CLEAR OF ALL LIENS, EXCEPT FOR (I) LIENS DISCLOSED, AS REQUIRED HEREIN, ON THE
ATTACHED SECURED CREDITORS SCHEDULE AND (II) OTHER IMPERFECTIONS OF TITLE,
RESTRICTIONS OR ENCUMBRANCES, IF
25
ANY, WHICH IMPERFECTIONS, RESTRICTIONS OR ENCUMBRANCES DO NOT, INDIVIDUALLY OR
IN THE AGGREGATE, MATERIALLY IMPAIR THE CONTINUED USE AND OPERATION OF ANY OF
THE LICENSED PATENTS TO WHICH THEY RELATE AND DO NOT AFFECT THE MERCHANTABILITY
OF THE TITLE