MEANS
INCLUDING WITHOUT LIMITING THE GENERALITY OF ANY DESCRIPTION PRECEDING SUCH
TERM.
12.14.
CERTAIN ASSISTANCE IN INCOME TAX PREPARATION AND AUDITS AND OTHER
MATTERS.
12.14.1.
TAX PREPARATION.
.
BUYER AND SELLER SHALL
FURNISH, AT NO COST TO THE OTHER, SUCH DATA AS THE OTHER PARTY MAY REASONABLY
REQUIRE TO PREPARE TAX RETURNS.
IF ADDITIONAL DATA IS REQUIRED BY SELLER OR
BUYER FOR PREPARATION OF TAX RETURNS OR TAX EXAMINATIONS, SUCH ADDITIONAL
INFORMATION (INCLUDING REPRODUCTION OF TAX RETURNS, TAX ASSESSMENTS, AND
RECORDS) SHALL BE FURNISHED, AT NO COST AND WITHIN A REASONABLE TIME AFTER
REQUESTED IN WRITING.
16
.
BUYER AND SELLER SHALL
RETAIN, UNTIL THE APPLICABLE STATUTES OF LIMITATIONS (INCLUDING ANY EXTENSIONS)
HAVE EXPIRED, COPIES OF ALL TAX RETURNS, SUPPORTING WORK SCHEDULES, AND OTHER
RECORDS OR INFORMATION WHICH MAY BE RELEVANT TO SUCH TAX RETURNS FOR ALL TAX
PERIODS OR PORTIONS THEREOF ENDING PRIOR TO THE CLOSING DATE.
COPIES OF ALL
SUCH TAX RETURNS SHALL BE PROMPTLY PROVIDED TO ANY PARTY UPON REQUEST OF THE
SAME.
12.14.2.
TAX AUDITS;
OTHER REVIEWS.
BUYER AND SELLER SHALL PROVIDE REASONABLE ASSISTANCE TO EACH
OTHER WITH ANY TAX AUDITS OR OTHER ADMINISTRATIVE OR JUDICIAL PROCEEDINGS
INVOLVING FOX AT NO COST TO THE OTHER. NEITHER PARTY SHALL, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER, UNLESS REQUIRED BY LAW, INITIATE ANY CONTACT OR
VOLUNTARILY ENTER INTO ANY AGREEMENT WITH, OR VOLUNTEER ANY INFORMATION TO, THE
TAXING AUTHORITIES WITH REGARD TO TAX RETURNS OR DECLARATIONS OF THE OTHER
PARTY.
12.15.
ADDITIONAL DEFINITIONS.
THE FOLLOWING DEFINITIONS SHALL APPLY:
.
CLAIM MEANS ANY ACTUAL,
THREATENED OR POTENTIAL CLAIM (WHETHER ORAL OR WRITTEN), DEMAND, LITIGATION,
ACTION, SUIT, INVESTIGATION, PROCEEDING, HEARING, COMPLAINT, ASSESSMENT OR
JUDGMENT, ADMINISTRATIVE OR JUDICIAL, AT LAW OR IN EQUITY.
12.15.2.
DEVICES SHALL
MEAN "VIDEO DRAW POKER DEVICES" AS DEFINED IN THE VIDEO DRAW POKER DEVICES
CONTROL LAW, LOUISIANA REVISED STATUTES.
12.15.3.
GOVERNMENTAL
BODY MEANS ANY FEDERAL, STATE, COUNTY, PARISH, LOCAL OR FOREIGN GOVERNMENTAL
AUTHORITY, QUASI-GOVERNMENTAL AUTHORITY OR ANY REGULATORY, ADMINISTRATIVE OR
OTHER AGENCY, DEPARTMENT, COMMISSION, TRIBUNAL, BOARD, BUREAU, INSTRUMENTALITY,
ANY POLITICAL OR OTHER SUBDIVISION, OR ANY BODY THEREOF, OR ANY FEDERAL, STATE,
COUNTY, LOCAL OR FOREIGN COURT OR ARBITRATOR.
12.15.4.
LIEN MEANS ANY
MORTGAGE, PLEDGE, SECURITY INTEREST, ENCUMBRANCE, COVENANT, CONDITION,
RESTRICTION, EASEMENT, CLAIM, LIEN OR CHARGE OF ANY KIND (INCLUDING, WITHOUT
LIMITATION, ANY CONDITIONAL SALE OR OTHER TITLE RETENTION AGREEMENT OR LEASE IN
THE NATURE THEREOF), ANY SALE OF RECEIVABLES WITH RECOURSE, OR ANY FILING OR
AGREEMENT TO FILE A FINANCING STATEMENT AS DEBTOR UNDER THE UNIFORM COMMERCIAL
CODE OR ANY SIMILAR STATUTE.
12.15.5.
LIQUOR AND
GAMING LAWS OF THE STATE OF LOUISIANA SHALL MEAN THE LAWS PROMULGATED IN THE
LOUISIANA REVISED STATUTES TITLE 27:301 ET
17
SEQ., AND TITLE 26:1 ET SEQ. AND THE LOUISIANA ADMINISTRATIVE CODE PROVISIONS
INTERPRETING THE SAME.
12.15.6.
MATERIAL
ADVERSE EFFECT MEANS ANY MATTER OR MATTERS WHICH WOULD, ALONE OR IN THE
AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON
(I) THE FINANCIAL CONDITION,
OPERATING RESULTS, ASSETS, LIABILITIES, OPERATIONS, CONDITION (FINANCIAL OR
OTHERWISE), BUSINESS OR PROSPECTS OF FOX OR THE