other damages in connection
therewith, subject only to the reserve for product and service warranty claims
set forth on the Latest Balance Sheet and to be set forth on the Closing Balance
Sheet.
Except as disclosed, as required herein, on the attached Product Recalls
Schedule, there have been no product recalls, withdrawals or seizures with
respect to any products marketed or sold by Seller with respect to Seller's
Table Games Business.
4.18
Insurance.
Seller has in place policies of insurance in amounts
and scope of coverage as disclosed, as required herein, on the Insurance
Schedule.
Each such policy is in full force and effect and all premiums are
currently paid in accordance with the terms of such policy or accrued.
Seller
has not
31
received any notice that any policy will be cancelled or will not be renewed nor
has Seller received any written notice that cancellation or non-renewal is
threatened nor any written notice that any material modification of the terms of
policy of insurance will be or is threatened to be required as a condition of
renewal.
The insurance coverage for Seller's Table Games Business is customary
for well-insured businesses of similar size engaged in similar lines of
business.
4.19
Compliance with Laws; Permits; Certain Operations.
Except as
disclosed, as required herein, on the attached Compliance Schedule:
(A)
SELLER HAS COMPLIED AND IS IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE LAWS (INCLUDING GAMING AND ENVIRONMENTAL AND SAFETY
REQUIREMENTS) OF FOREIGN, FEDERAL, STATE, TRIBUNAL AND LOCAL GOVERNMENTS AND ALL
AGENCIES AND COMMISSIONS THEREOF (INCLUDING WITHOUT LIMITATION, ANY SO-CALLED
INDEPENDENT GAMING REGULATORY AGENCIES) RELATING TO THE OPERATION OF SELLER'S
TABLE GAMES BUSINESS AND NO NOTICES HAVE BEEN RECEIVED BY AND, TO THE KNOWLEDGE
OF SELLER, NO CLAIMS HAVE BEEN FILED AGAINST SELLER ALLEGING A VIOLATION OF ANY
SUCH LAWS;
(B)
SELLER HAS, WITH RESPECT TO SELLER'S TABLE GAMES BUSINESS,
COMPLIED WITH ALL APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, THE AMERICANS
WITH DISABILITIES ACT) RELATING TO THE EMPLOYMENT OF LABOR, INCLUDING PROVISIONS
THEREOF RELATING TO WAGES, HOURS, EQUAL OPPORTUNITY, NON DISCRIMINATION,
COLLECTIVE BARGAINING AND THE PAYMENT OF SOCIAL SECURITY AND OTHER TAXES;
(C)
SELLER HOLDS ALL MATERIAL PERMITS, LICENSES, CERTIFICATES,
ACCREDITATIONS, APPROVALS OR OTHER AUTHORIZATIONS OF FOREIGN, FEDERAL, STATE,
TRIBUNAL AND LOCAL GOVERNMENTAL AGENCIES REQUIRED FOR THE CONDUCT OF SELLER'S
TABLE GAMES BUSINESS (INCLUDING WITHOUT LIMITATION, PURSUANT TO ENVIRONMENTAL
AND SAFETY REQUIREMENTS AND ROHS), AND THE ATTACHED COMPLIANCE SCHEDULE SETS
FORTH A LIST OF ALL OF SUCH GAMING COMPLIANCE SCHEDULE SETS FORTH ALL GAMING
PRODUCT APPROVALS.
SELLER IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL
TERMS AND CONDITIONS OF ANY SUCH REQUIRED PERMITS, LICENSES, ACCREDITATIONS AND
AUTHORIZATIONS AND ALL SUCH PERMITS, LICENSES AND AUTHORIZATIONS MAY BE RELIED
UPON BY BUYER FOR LAWFUL OPERATION OF SELLER'S TABLE GAMES BUSINESS ON AND AFTER
THE CLOSING WITHOUT TRANSFER, REISSUANCE OR OTHER GOVERNMENTAL ACTION;
(D)
SELLER HAS NOT RECEIVED ANY NOTICE, REPORT OR INFORMATION
REGARDING ANY ACTUAL OR ALLEGED VIOLATION OF, OR ANY LIABILITY OR POTENTIAL
LIABILITY ARISING UNDER ANY GAMING LAW