MAINTAIN THE INSURANCE
POLICIES IT CURRENTLY HAS IN PLACE AND OTHERWISE CONDUCT ITS BUSINESS IN EACH
CASE IN THE ORDINARY COURSE OF BUSINESS, UNLESS OTHERWISE SPECIFIED IN THIS
AGREEMENT; AND
(V)
(A) COMPLY IN ALL MATERIAL RESPECTS WITH ALL LEGAL REQUIREMENTS AND
MATERIAL CONTRACTS TO ITS OPERATIONS AND BUSINESS, (B) MAINTAIN ALL EXISTING
LICENSES AND PERMITS APPLICABLE TO ITS OPERATIONS AND BUSINESS (IF ANY) AND (C)
TO PAY ALL APPLICABLE TAXES (INCLUDING ALL INCOME TAX INSTALLMENTS) AS SUCH
TAXES BECOME DUE AND PAYABLE.
(VI)
COOPERATE WITH BUYER AND USE ITS REASONABLE EFFORTS TO MAKE ALL
REGISTRATIONS, FILINGS AND APPLICATIONS, TO GIVE ALL NOTICES AND TO OBTAIN ALL
CONSENTS NECESSARY FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE RELATED AGREEMENTS;
(VII)
PROMPTLY INFORM BUYER IN WRITING OF THE OCCURRENCE OR NON-OCCURRENCE
OF ANY EVENT KNOWN TO THE SELLER WHICH WOULD CAUSE THE CONDITION SET FORTH IN
SECTION 3.1(A) HEREOF NOT TO BE SATISFIED OR THE BREACH OF ANY COVENANT
HEREUNDER BY THE SELLER (WHICH DISCLOSURE SHALL IN NO WAY BE DEEMED TO AMEND OR
SUPPLEMENT ANY EXHIBIT OR SCHEDULE HERETO OR TO PREVENT OR CURE ANY
MISREPRESENTATION, BREACH OF WARRANTY OR BREACH OF COVENANT HEREUNDER); AND
5.2
Negative Covenants of the Seller.
(A)
PRIOR TO THE CLOSING DATE, EXCEPT AS REQUIRED BY APPLICABLE LAW,
AS OTHERWISE EXPRESSLY CONTEMPLATED BY THIS AGREEMENT OR THE RELATED AGREEMENTS,
OR WITH THE PRIOR WRITTEN CONSENT OF BUYER, SELLER SHALL NOT:
(I)
AMEND, MODIFY OR TERMINATE ANY MATERIAL CONTRACT OF OR RELATED TO
SELLER'S TABLE GAMES BUSINESS;
(II)
TERMINATE ANY ASSUMED CONTRACT, PERMIT ANY ASSUMED CONTRACT OR FAIL
TO USE COMMERCIALLY REASONABLE EFFORTS TO OPPOSE ANY ACTION BY A THIRD PARTY TO
TERMINATE ANY ASSUMED CONTRACT;
(III)
SELL, USE, DISPOSE OF, CONVEY OR TRANSFER, BY BAILMENT,
CONSIGNMENT, WAREHOUSING, SIMILAR ARRANGEMENT OR OTHERWISE, ANY INVENTORY,
WHEREVER LOCATED, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS;
(IV)
SEND OUT ANY INVOICE OR BILL FOR GOODS SOLD, SERVICES RENDERED, LEASE
PAYMENTS DUE, OR ANY OTHER AMOUNTS BECOMING DUE IN WHOLE OR IN PART ON OR AFTER
SEPTEMBER 1, 2007 ARISING OUT OF OPERATION OF SELLER'S TABLE GAMES BUSINESS;
36
(V)
EXCEPT AS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT OR THE RELATED
AGREEMENTS, KNOWINGLY TAKE OR OMIT TO TAKE ANY ACTION WHICH, INDIVIDUALLY OR IN
THE AGGREGATE, COULD BE REASONABLY ANTICIPATED TO HAVE A MATERIAL ADVERSE EFFECT
UPON SELLER'S TABLE GAMES BUSINESS, FINANCIAL CONDITION, OPERATING RESULTS,
EMPLOYEE RELATIONS, CUSTOMER RELATIONS, ASSETS, OPERATIONS, RIGHTS OR BUSINESS
PROSPECTS OF THE SELLER;
(VI)
KNOWINGLY TAKE ANY ACTION OR OMIT TO TAKE ANY ACTION THAT WOULD
REQUIRE DISCLOSURE PURSUANT TO SECTION 5.1(A)(VII) IF EACH REPRESENTATION AND
WARRANTY CONTAINED HEREIN WERE REMADE AS OF THE TIME OF SUCH ACTION OR OMISSION;
(VII)
MAKE ANY LOAN OR ENTER INTO ANY TRANSACTION WITH OR DISTRIBUTE ANY
OTHER ASSETS OR PROPERTY TO ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS,
AFFILIATES OR OTHER INSIDERS, EXCEPT FOR BASE SALARY AND COMMISSIONS PAID TO
OFFICERS AND EMPLOYEES IN THE ORDINARY COURSE OF BUSINESS;
(VIII)
RELATING TO SELLER'S TABLE