access to Confidential
Information to those of its employees, lenders, prospective lenders, prospective
investors, agents or authorized representatives having a need to know and party
to a confidentiality agreement with Seller which covers such information.
7.7
Sales and Transfer Taxes.
Seller, on the one hand, and Buyer, on
the other hand, shall each pay fifty percent (50%) of all sales, use, excise,
value-added, goods and services, transfer, recording, documentary, registration,
conveyancing and similar Taxes that may be imposed on the sale and transfer of
the Purchased Assets (including any stamp, duty or other Tax chargeable in
respect of any instrument transferring property and any recording fees or
expenses payable in connection with the sale and transfer of the Table Games
Intellectual Property), together with any and all penalties, interest and
additions to Tax with respect thereto.
Buyer and Seller shall cooperate in
timely making all filings, returns, reports and forms as may be required to
comply with the provisions of applicable law in connection with the payment of
any such Taxes described in the immediately preceding sentence.
Buyer and
Seller shall cooperate in providing each other with appropriate resale exemption
certification and other similar Tax and fee documentation.
7.8
Confidentiality Agreements.
Seller shall use commercially
reasonable efforts to obtain the return or destruction as promptly as possible
of all Confidential Information regarding Seller's Table Game Business delivered
to prospective buyers, will not release any prospective buyers from their
obligations under any such confidentiality agreements, and, within 60 days of
the Closing will provide Buyer with a certificate describing the status of the
return or destruction of all Confidential Information provided to such
prospective buyers.
7.9
Covenant Not to Compete, Solicit or Hire.
(A)
SELLER HEREBY ACKNOWLEDGES THAT IT IS FAMILIAR WITH SELLER'S TABLE
GAMES BUSINESS, ITS TRADE SECRETS AND OTHER CONFIDENTIAL INFORMATION.
SELLER
ACKNOWLEDGES AND AGREES THAT, EXCEPT AS IT RELATES TO SELLER'S PROVIDING OF
SYSTEMS, BUYER WOULD BE IRREPARABLY DAMAGED IF SELLER, OR ANY ACQUIRER OF SELLER
OR OF SELLER'S BUSINESS (AN "ACQUIRER"), WERE TO ENGAGE IN THE TABLE GAMES
BUSINESS OR TO
PROVIDE SERVICES TO OR
OTHERWISE PARTICIPATE IN THE BUSINESS OF
ANY PERSON COMPETING WITH THE TABLE GAMES BUSINESS, OR TO ITSELF COMPETE WITH
BUYER IN THE TABLE GAME BUSINESS AND, IN ANY SUCH EVENT, THAT ANY SUCH
COMPETITION BY SELLER, OR ANY ACQUIRER WOULD RESULT IN A SIGNIFICANT LOSS OF
GOODWILL BY BUYER IN RESPECT OF SELLER'S TABLE GAMES BUSINESS BEING ACQUIRED BY
BUYER.
SELLER FURTHER ACKNOWLEDGES AND AGREES THAT THE COVENANTS AND
AGREEMENTS, AND SELLER'S AND ANY ACQUIRER'S PRESENT AND FUTURE ADHERENCE
THERETO, ALL AS SET FORTH IN THIS SECTION 7.9 WERE, ARE, AND CONTINUE TO BE A
MATERIAL INDUCEMENT TO BUYER TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS
OBLIGATIONS HEREUNDER, AND THAT BUYER WOULD NOT OBTAIN THE BENEFIT OF THE
BARGAIN SET FORTH IN THIS AGREEMENT AS SPECIFICALLY NEGOTIATED BY THE PARTIES
HERETO IF SELLER OR ANY ACQUIRER BREACHED THE PROVISIONS OF THIS SECTION 7.9.
THEREFORE, IN FURTHER CONSIDERATION OF THE AMOUNTS