each of the
parties shall reasonably cooperate with each other regarding the foregoing, and
shall not enter into any relationship, agreement or take any action intended to
frustrate the intent of this Section 9.03.
9.04
Adjustment For Progressive Liabilities.
Within
two (2) Business Days following the Termination Date, HHLV shall pay to
Speakeasy an amount equal to the amounts shown as of the Transfer Time on:
(A)
THE PROJECT'S IN-HOUSE PROGRESSIVE SLOT
MACHINE METERS AS OF THE TRANSFER TIME (IF NOT REMOVED BY THE VENDOR AT OR
BEFORE THE TRANSFER TIME);
(B)
TABLE GAMES WITH AN IN-HOUSE PROGRESSIVE
JACKPOT FEATURE AS OF THE TRANSFER TIME; AND
(C)
ANY OTHER GAMES WITH AN IN-HOUSE
PROGRESSIVE FEATURE AS OF THE TRANSFER TIME.
9.05
Reservations; Loyalty Programs; Guests; Chips
(A)
RESERVATIONS.
SPEAKEASY WILL HONOR THE
TERMS AND RATES OF ALL PRE-TERMINATION DATE RESERVATIONS (IN ACCORDANCE WITH
THEIR TERMS) AT THE PROJECT MADE IN THE ORDINARY COURSE OF BUSINESS BY GUESTS OR
CUSTOMERS, INCLUDING ADVANCE RESERVATION CASH DEPOSITS, FOR ROOMS OR SERVICES
CONFIRMED BY HHLV FOR DATES AFTER THE TERMINATION
27
DATE.
HHLV MAY CONTINUE TO ACCEPT RESERVATIONS FOR PERIODS AFTER THE
TERMINATION DATE IN THE ORDINARY COURSE OF BUSINESS.
SPEAKEASY RECOGNIZES THAT
SUCH RESERVATIONS MAY INCLUDE DISCOUNTS OR OTHER BENEFITS, INCLUDING, WITHOUT
LIMITATION, BENEFITS UNDER FREQUENT PLAYER OR CASINO AWARDS PROGRAMS, GROUP
DISCOUNTS, OTHER DISCOUNTS OR REQUIREMENTS THAT FOOD, BEVERAGE OR OTHER BENEFITS
BE DELIVERED BY SPEAKEASY TO THE GUEST(S) HOLDING SUCH RESERVATIONS.
SPEAKEASY
WILL HONOR ALL ROOM ALLOCATION AGREEMENTS AND BANQUET FACILITY AND SERVICE
AGREEMENTS WHICH HAVE BEEN GRANTED TO GROUPS, PERSONS OR OTHER CUSTOMERS FOR
PERIODS AFTER THE TERMINATION DATE AT THE RATES AND TERMS PROVIDED IN SUCH
AGREEMENTS; PROVIDED THAT SUCH AGREEMENTS WERE MADE IN THE ORDINARY COURSE OF
BUSINESS.
SPEAKEASY AGREES THAT HHLV CANNOT MAKE AND HAS MADE NO REPRESENTATION
OR WARRANTY THAT ANY PARTY HOLDING A RESERVATION OR AGREEMENT FOR ROOMS,
FACILITIES OR SERVICES WILL UTILIZE SUCH RESERVATION OR HONOR SUCH AGREEMENT.
SPEAKEASY, BY THE EXECUTION HEREOF, ASSUMES THE RISK OF NON-UTILIZATION OF
RESERVATIONS AND NON-PERFORMANCE OF SUCH AGREEMENTS FROM AND AFTER THE
TERMINATION DATE.
(B)
TOTAL REWARDS.
SUBJECT TO HHLV'S COMPLIANCE
WITH SECTION 3.05(F), SPEAKEASY AGREES TO HONOR ALL CASH BACK AWARDS EXTENDED BY
HHLV TO MEMBERS OF HARRAH'S TOTAL REWARDS® FREQUENT PLAYER AWARD PROGRAM ON
TERMS CONSISTENT WITH HHLV'S PAST PRACTICE OR HOCI'S NATIONWIDE PROGRAMS, AND
SPEAKEASY AUTHORIZES HHLV TO EXTEND SUCH AWARDS WITH EXPIRATIONS UP TO THE
TERMINATION DATE.
HHLV AGREES TO REASONABLY COOPERATE WITH SPEAKEASY IN ORDER
FOR SPEAKEASY TO FULFILL ITS OBLIGATIONS UNDER THIS SECTION 9.05(B).
(C)
GUESTS' SAFE DEPOSIT BOXES.
SPEAKEASY
SHALL BE RESPONSIBLE FOR ALL GUEST SAFETY DEPOSIT BOXES FROM AND AFTER THE
TERMINATION DATE.
(D)
GUESTS' VEHICLES AND BAGGAGE.
PRIOR TO THE
TERMINATION DATE, HHLV AND SPEAKEASY SHALL TAKE INVENTORY OF: (I) ALL BAGGAGE,
SUITCASES, LUGGAGE, VALISES AND TRUNKS OF HOTEL GUESTS CHECKED OR LEFT IN THE
CARE OF HHLV; (II) ALL LUGGAGE OR OTHER PROPERTY OF GUESTS RETAINED BY HHLV AS
SECURITY FOR UNPAID ACCOUNTS RECEIVABLE; (III) THE