MATTER WHERE THE FACTS OR CONDITIONS
UNDERLYING SUCH MATTER OCCURRED OR EXISTED ON OR PRIOR TO THE EFFECTIVE DATE;
AND (D) ANY RELATED CHARGE, COMPLAINT, ACTION, SUIT, PROCEEDING, HEARING,
INVESTIGATION, CLAIM OR DEMAND; PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE
FOREGOING, ANY OBLIGATION NOT DISCLOSED IN WRITING IN AN ASSUMED CONTRACT SHALL
NOT BE AN ASSUMED LIABILITY.
ALL ASSUMED CONTRACTS ARE LISTED ON THE ASSUMED
CONTRACTS SCHEDULE.
MERELY BECAUSE CERTAIN RIGHTS UNDER AN AGREEMENT BETWEEN
SELLER AND A THIRD PARTY ARE ASSIGNED TO BUYER DOES NOT MAKE SUCH AGREEMENT AN
ASSUMED CONTRACT.
IN ADDITION, FOR ANY ASSUMED CONTRACT WHICH UTILIZES ANY
SYSTEM (SUCH AS, WITHOUT LIMITATION, CJS) AND WHERE ANY PAYMENTS FOR THAT SYSTEM
OR ANY SERVICING OR MAINTENANCE THEREOF ARE INCLUDED IN PURCHASED TABLE GAMES
NET REVENUE, THEN: X) BUYER SHALL BE ENTITLED TO RETAIN ALL SUCH PAYMENTS; AND
Y) SELLER SHALL BE OBLIGATED, AT NO COST TO BUYER OR ADDITIONAL COST TO THE
CUSTOMER, TO PROVIDE ALL SERVICING AND MAINTENANCE THEREON FOR AS LONG AS SUCH
PAYMENTS ARE INCLUDED IN SUCH PURCHASED TABLE GAMES NET REVENUES.
NOTWITHSTANDING THE FOREGOING, BUYER IS NOT ASSUMING ANY OBLIGATIONS WHATSOEVER
WITH
11
RESPECT TO ANY SYSTEM, AND SELLER HEREBY INDEMNIFIES ALL BUYER INDEMNITEES,
PURSUANT TO SECTION 7.2, FROM ANY LOSSES; AND
(II)
ALL OBLIGATIONS AND LIABILITIES TO THE EXTENT BASED SOLELY ON FACTS
OR CIRCUMSTANCES THAT ARISE AFTER THE EFFECTIVE DATE AND THAT RELATE TO THE
OWNERSHIP, USE AND/OR OPERATION OF THE PURCHASED ASSETS AND THE OPERATION AND
CONDUCT OF SELLER'S TABLES GAMES BUSINESS AFTER THE EFFECTIVE DATE. AS AN
EXAMPLE, AN ALLEGATION MADE POST-CLOSING THAT ANY PURCHASED ASSET IS INFRINGING
A THIRD PARTY'S INTELLECTUAL PROPERTY IS NOT AN ASSUMED LIABILITY AND SHALL BE
FULLY COVERED BY SELLER'S INDEMNIFICATION TO BUYER IF THE ALLEGED POST-CLOSING
ACTS OF INFRINGEMENT ARE SUBSTANTIALLY THE SAME AS SELLER'S PRE-CLOSING ACTS OR
OMISSION, WITH RELATION TO SAME PURCHASED ASSET.
(b)
Liabilities Not Assumed.
Notwithstanding anything to the contrary
in this Agreement (and other than the Assumed Liabilities), Buyer shall not
assume or in any way become liable for any Indebtednesses or Losses of any
nature whatsoever relating to Seller, Seller's Table Games Business, the
Purchased Assets, or the Licensed Patents, whether accrued, absolute, contingent
or otherwise, whether known or unknown, whether due or to become due, whether
related to Seller, Seller's Table Games Business, the Purchased Assets or the
Licensed Patents, and whether disclosed on the Schedules attached hereto, and
regardless of when or by whom asserted, including without limitation, clauses
(i) through (xii) below (collectively referred to herein as the "Excluded
Liabilities"):
(I)
ANY OF SELLER'S LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT,
ANY RELATED AGREEMENT, THE SCHEDULES ATTACHED HERETO OR THERETO, AND ANY OTHER
AGREEMENTS ENTERED INTO BY SELLER IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT;
(II)
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 7.7, ANY OF
SELLER'S LIABILITIES OR OBLIGATIONS FOR TAXES, WHETHER OR NOT ARISING OUT OF
THIS AGREEMENT, THE RELATED AGREEMENTS, OR THE SCHEDULES ATTACHED HERETO OR
THERETO, OR THE CONSUMMATION