OF THE TRANSACTION, FOR ANY PERIOD IN THE PAST,
PRESENT OR FUTURE;
(III)
ANY OF SELLER'S LIABILITIES OR OBLIGATIONS FOR EXPENSES, OR FEES
INCIDENT TO OR ARISING OUT OF THE NEGOTIATION, PREPARATION, APPROVAL OR
AUTHORIZATION OF THIS AGREEMENT OR THE CONSUMMATION (OR PREPARATION FOR THE
CONSUMMATION) OF THE TRANSACTION (INCLUDING ALL ATTORNEYS, ACCOUNTANTS,
INVESTMENT BANKERS AND BROKERAGE FEES);
(IV)
ANY LIABILITY OR OBLIGATION UNDER OR WITH RESPECT TO ANY SELLER
EMPLOYEE BENEFIT PLAN, PROGRAM, POLICY, ARRANGEMENT OR OTHER EMPLOYEE-RELATED
EXPENSES, PRESENTLY OR FORMERLY MAINTAINED OR CONTRIBUTED TO BY SELLER OR ITS
ERISA AFFILIATES, OR WITH RESPECT TO WHICH SELLER OR ANY SUCH ERISA AFFILIATE
HAS ANY LIABILITY;
(V)
ANY LIABILITY OR OBLIGATION UNDER, RELATING TO, OR WITH RESPECT TO
ANY CERTIFICATE PREPARED OR PROVIDED BY ANY OFFICER OF SELLER IN CONNECTION WITH
THE TRANSACTION;
(VI)
ANY LIABILITY OR OBLIGATION WITH RESPECT TO ANY PRODUCTS OR SERVICES
THAT WERE MARKETED OR SOLD PRIOR TO THE EFFECTIVE DATE, INCLUDING PRODUCT
LIABILITY, WARRANTY CLAIMS, INFRINGEMENT CLAIMS AND ANY RELATED CLAIMS AND
LITIGATION ARISING PRIOR TO, ON OR AFTER THE EFFECTIVE DATE (EXCEPT (A) ANY
LIABILITIES RELATED TO ASSUMED CONTRACTS ONLY AS AND TO THE EXTENT AS SET FORTH
AND DEFINED IN SECTION 2.2(A)(I); AND (B) ANY LIABILITIES CAUSED SOLELY BY ACTS
OR OMISSIONS OF BUYER AFTER THE EFFECTIVE DATE;
12
(VII)
ANY LIABILITIES OR OBLIGATIONS RELATING TO THE SELLER, THE PURCHASED
ASSETS, THE LICENSED PATENTS, OR SELLER'S TABLE GAMES BUSINESS (A) ARISING UNDER
ANY FEDERAL, STATE, LOCAL OR FOREIGN LAW (INCLUDING UNDER ANY ENVIRONMENTAL AND
SAFETY REQUIREMENTS) OR ANY REQUIREMENT OF ANY GOVERNMENTAL AUTHORITY, OR (B)
ARISING BY REASON OF ANY BREACH OR ALLEGED BREACH BY SELLER OF ANY AGREEMENT,
CONTRACT, LEASE, LICENSE, COMMITMENT, INSTRUMENT, JUDGMENT, ORDER OR DECREE,
IRRESPECTIVE OF WHETHER SUCH LIABILITY OR OBLIGATION ATTACHES TO BUYER OR SELLER
IN THE FIRST INSTANCE, EXCEPT TO THE EXTENT: I) THAT THE BUYER BREACHES AN
ASSUMED CONTRACT; AND II) ALL THE FACTS, EVENTS OR CIRCUMSTANCES UNDERLYING SUCH
LIABILITY OR OBLIGATION ARE CREATED OR FIRST SOLELY CAUSED BY BUYER'S OPERATION
OF SELLER'S TABLE GAMES BUSINESS AFTER THE EFFECTIVE DATE;
(VIII)
ANY OF SELLER'S LIABILITIES OR OBLIGATIONS RELATING TO ANY LEGAL
ACTION, PROCEEDING OR CLAIM ARISING OUT OF OR IN CONNECTION WITH SELLER'S
CONDUCT OF SELLER'S TABLE GAMES BUSINESS OR ANY OTHER CONDUCT, ACTS OR OMISSIONS
OF SELLER, SELLER'S OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, DISTRIBUTORS,
AGENTS OR ADVISORS ON OR PRIOR TO THE EFFECTIVE DATE;
(IX)
ANY OF SELLER'S LIABILITIES OR OBLIGATIONS FOR INDEBTEDNESS (OTHER
THAN AS PROVIDED AND LIMITED IN THE ASSUMED LIABILITIES);
(X)
ANY LIABILITIES OR OBLIGATIONS IN RESPECT OF ANY OF THE EXCLUDED
ASSETS (INCLUDING UNDER ANY CONTRACTS, LEASES, COMMITMENTS OR UNDERSTANDINGS
RELATED THERETO);
(XI)
ANY OF SELLER'S LIABILITIES OR OBLIGATIONS WHICH BUYER MAY BECOME
LIABLE FOR AS A RESULT OF OR IN CONNECTION WITH THE FAILURE BY BUYER OR SELLER
TO COMPLY WITH ANY BULK SALES OR BULK TRANSFERS LAWS OR AS A RESULT OF ANY
"DEFACTO MERGER" OR "SUCCESSOR-IN-INTEREST" THEORIES OF LIABILITY;
(XII)
ANY ROYALTY, DISTRIBUTION FEE, LICENSE FEE OR