AND RECOVER FOR PAST INFRINGEMENTS OR
MISAPPROPRIATIONS THEREOF, ANY AND ALL CORRESPONDING RIGHTS THAT, NOW OR
HEREAFTER, MAY BE SECURED THROUGHOUT THE WORLD AND ALL COPIES AND TANGIBLE
EMBODIMENTS OF ANY SUCH PURCHASED TABLE GAMES INTELLECTUAL PROPERTY;
(III)
ALL RIGHTS USED IN OR A PART OF SELLER'S TABLE GAMES BUSINESS;
(IV)
ALL EQUIPMENT OR OTHER FIXED ASSETS (COLLECTIVELY "FIXED ASSETS")
USED IN OR A PART OF SELLER'S TABLE GAMES BUSINESS, AS SET FORTH ON THE
EQUIPMENT AND FIXED ASSETS SCHEDULE;
(V)
EACH PURCHASED TABLE GAME AND THE PHYSICAL EMBODIMENT OF SUCH
PURCHASED TABLE GAME, INCLUDING ALL CONTRACT, TANGIBLE AND INTANGIBLE RIGHTS
RELATING THERETO, AND ANY REVERSIONARY RIGHTS, IN ALL CASES, OTHER THAN ANY
SYSTEM;
(VI)
THOSE PURCHASED TABLE GAMES LEASED OR LICENSED AND INSTALLED (THE
"EXISTING INSTALLED BASE"), AS OF THE CLOSING DATE, IN A LEGAL GAMING VENUE, THE
MAJORITY OF WHICH ARE LISTED ON THE EXISTING INSTALLED BASE SCHEDULE, WHICH
INCLUDES ALL OF SELLER'S TABLE GAMES INSTALLED IN THE STATE OF WASHINGTON WHICH
EXISTED AS OF SEPTEMBER 1, 2007; AND ALL REVENUES DERIVED OR DUE THEREFROM, AS
OF AND AFTER THE CLOSING DATE;
(VII)
THE RIGHT TO RECEIVE AND RETAIN MAIL, AND OTHER COMMUNICATIONS TO THE
EXTENT RELATING TO SELLER'S TABLE GAMES BUSINESS (OTHER THAN THOSE THAT ARE
EXCLUDED ASSETS OR EXCLUDED LIABILITIES);
9
(VIII)
THE RIGHT TO BILL AND RECEIVE PAYMENT FOR PRODUCTS SHIPPED OR
DELIVERED AND/OR SERVICES PERFORMED IN THE OPERATION OF SELLER'S TABLE GAMES
BUSINESS BUT UNBILLED OR UNPAID, AS OF THE EFFECTIVE DATE;
(IX)
THE RIGHT TO BILL AND RECEIVE PAYMENT FOR ANY EXISTING INSTALLED
BASE, AS OF THE EFFECTIVE DATE;
(X)
ALL LISTS, RECORDS AND OTHER INFORMATION PERTAINING TO ACCOUNTS, AND
REFERRAL SOURCES; ALL LISTS, INVOICES, RECORDS AND OTHER INFORMATION PERTAINING
TO SUPPLIERS AND CUSTOMERS; SELLER'S TABLE GAMES INTELLECTUAL PROPERTY FILES,
ATTORNEY CORRESPONDENCE, AND PROSECUTION FILE HISTORIES, PROVIDED, HOWEVER, FOR
SAME THAT ARE RELATED TO THE LICENSED PATENTS, SELLER MAY RETAIN ORIGINALS AND
PROVIDE BUYER WITH COPIES; ALL DRAWINGS, REPORTS, STUDIES, PLANS, BOOKS,
LEDGERS, FILES AND BUSINESS AND ACCOUNTING RECORDS OF EVERY KIND (INCLUDING ALL
FINANCIAL, BUSINESS, SALES AND MARKETING PLANS AND INFORMATION RELATED TO
SELLER'S TABLE GAMES BUSINESS); ALL ILLUSTRATOR FILES FOR TRAINING MANUALS, GAME
MANUALS, HOW TO PLAY CARDS, MATH FILES, FELT DESIGNS, PAY TABLE SIGNS, PRODUCT
SHEETS, ANY MARKETING MATERIALS, AND ANY OTHER ITEMS DEPICTED IN ILLUSTRATOR
FILES; IN EACH CASE THAT RELATE TO SELLER'S TABLE GAMES BUSINESS AND REGARDLESS
OF WHETHER SUCH ITEMS ARE EVIDENCED IN WRITING, ELECTRONIC DATA, COMPUTER
SOFTWARE OR OTHERWISE;
(XI)
ALL ADVERTISING, MARKETING AND PROMOTIONAL MATERIALS, ALL ARCHIVAL
MATERIALS AND ALL OTHER PRINTED OR WRITTEN MATERIALS TO THE EXTENT RELATING TO
SELLER'S TABLE GAMES BUSINESS;
(XII)
ALL GAMING PRODUCT APPROVALS APPLICABLE SOLELY TO THE PURCHASED
TABLE GAMES (AND NOT THE EXCLUDED ASSETS).
(THE ITEMS IN SECTIONS
2.1(A)(IX),
2.1(A)(XI), AND 2.1(A)(XII) ARE COLLECTIVELY REFERRED TO AS "TABLE GAMES BOOKS
AND RECORDS");
(XIII)
AQUARIUS AND GAME MANAGER AND ALL PRIOR, CURRENT AND FUTURE VERSIONS
AND ENHANCEMENTS THEREOF;
(XIV)
SUBJECT TO SECTION 2.2(A), ALL ASSUMED CONTRACTS; AND
(XV)