PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS AND THE COMPANY
AND THE ACQUIRED ASSETS (THE "RELEASED PARTIES"), FROM ANY AND ALL RIGHTS,
CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, DAMAGES, COSTS AND EXPENSES, CLAIMS
FOR SALARIES OR REIMBURSEMENTS, ETC., WHATSOEVER THAT ANY OF THE SELLERS OR ANY
OF THE FOREGOING PARTIES NOW HAS OR MAY HEREAFTER HAVE AGAINST THE RELEASED
PARTIES, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR IN ANY WAY RELATING TO ANY
SELLER'S OPERATION OR OWNERSHIP OF THE TRUCK STOP, THE ACQUIRED ASSETS OR THE
COMPANY, WHETHER AS AN OFFICER, DIRECTOR, AGENT, OWNER, MEMBER, SHAREHOLDER,
EMPLOYEE OR OTHERWISE.
IN ADDITION TO THE FOREGOING, EACH SELLER SHALL CAUSE
ITS OWNERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, OFFICERS AND AGENTS TO RESIGN,
EFFECTIVE AS OF THE CLOSING DATE, ANY POSITIONS THEY MAY HOLD WITHIN THE
COMPANY, INCLUDING, BUT NOT LIMITED TO, THE POSITIONS OF DIRECTOR, OFFICER,
MANAGER OR AGENT.
NOTHING CONTAINED IN THE FOREGOING IS INTENDED TO NOR SHALL
IT BE CONSTRUED AS RELEASING ANY CLAIMS THAT ANY SELLER MAY HAVE ARISING UNDER
THIS AGREEMENT.
ARTICLE VII
OBLIGATION NOT TO DO
7.1
OBLIGATION NOT TO DO.
FOR A PERIOD OF FIVE (5) YEARS AFTER THE
CLOSING DATE, SELLERS NEITHER DIRECTLY NOR INDIRECTLY (A) SHALL OWN ANY INTEREST
IN, MANAGE, BE EMPLOYED BY OR PROVIDE SERVICES TO OR CONSULT WITH, DIRECTLY OR
INDIRECTLY IN ANY MANNER WHATSOEVER, ANY PERSON (OTHER THAN THE COMPANY) ENGAGED
IN GAMING OR ANY ACTIVITIES RELATED TO THE TRUCK STOP ANYWHERE WITHIN THE PARISH
OF CALCASIEU, (B) SHALL SOLICIT ANY CURRENT OR FORMER CUSTOMERS OF THE COMPANY
CONCERNING GAMING OR ANY ACTIVITIES RELATED TO THE TRUCK STOP OR (C) SOLICIT ANY
CURRENT OR FUTURE EMPLOYEE OF THE COMPANY TO LEAVE THE COMPANY'S EMPLOYMENT FOR
OTHER EMPLOYMENT IN GAMING OR ANY ACTIVITIES RELATED TO THE TRUCK STOP.
(A)
THE FOREGOING RESTRICTION IS AN OBLIGATION NOT TO DO AN ACT OR
TAKE AN ACTION.
EACH SELLER, FOR THEMSELVES AND THEIR AFFILIATES, ACKNOWLEDGE
THAT THE FOREGOING OBLIGATION NOT TO DO AN ACT IS A MATERIAL INDUCEMENT FOR THE
PURCHASER TO ENTER INTO THIS AGREEMENT AND IS A NECESSARY, REASONABLE AND
APPROPRIATE RESTRICTION.
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(B)
GIVEN THE UNIQUE AND COMPETITIVE NATURE OF THE VIDEO POKER
INDUSTRY AND THE OPERATION OF TRUCK STOP FACILITIES, THE PARTIES HERETO
ACKNOWLEDGE AND AGREE THAT THE RESTRICTIONS CONTAINED IN THIS SECTION 7.1 ARE
REASONABLE AND NECESSARY TO PROTECT THE TRUCK STOP FROM COMPETITION FOR WHICH IT
OTHERWISE HAS LITTLE OR NO ABILITY TO DEFEND ITSELF.
THE PARTIES HERETO FURTHER
ACKNOWLEDGE AND AGREE THAT THE RESTRICTIONS CONTAINED HEREIN DO NOT IMPOSE A
BURDEN UPON ONE PARTY WHICH IS NOT COMMENSURATE WITH THE RISK TO ANY OTHER
PARTY.
(C)
IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT THE
RESTRICTIONS CONTAINED HEREIN ARE TOO RESTRICTIVE TO BE ENFORCED, IN WHOLE OR IN
PART, THIS PROVISION SHALL NOT BE INVALID, AND ALL PARTIES AGREE THAT THE COURT
SHALL MODIFY THE RESTRICTIONS CONTAINED HEREIN TO THE EXTENT NECESSARY TO PERMIT
THEIR ENFORCEMENT.
(D)
IN THE EVENT OF A BREACH OR THREATENED BREACH OF THE PROVISIONS OF