SHOULD ANY PART OR PORTION OF THIS AGREEMENT BE HELD ILLEGAL OR IN
CONFLICT WITH PUBLIC POLICY, THEN SUCH PORTION SHALL BE STRICKEN FROM THIS
AGREEMENT AND THE REMAINING PART OR PORTIONS, TO THE EXTENT POSSIBLE, SHALL
REMAIN IN FULL FORCE AND EFFECT.
G.
THE PARTIES ACKNOWLEDGE THAT TIME IS OF THE ESSENCE WITH RESPECT TO THE
PERFORMANCE OF EACH AND EVERY ONE OF THE TERMS, CONDITIONS, COVENANTS AND
PROVISIONS OF THIS AGREEMENT.
H.
THIS AGREEMENT IS ENTERED INTO AND IS TO BE INTERPRETED PURSUANT TO THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS.
I.
[INTENTIONALLY OMITTED]
J.
PGIC SHALL ENSURE THAT, AS OF THE EFFECTIVE DATE, THERE ARE NO LIENS ON
THE LICENSED PATENTS , OTHER THAN THE PERMITTED LIENS.
SHFL SHALL HAVE THE
RIGHT TO RECORD THIS LAST LICENSE.
K.
AS OF AND AFTER THE EFFECTIVE DATE, THIS AGREEMENT SHALL SUPERSEDE AND
AMEND IN ITS ENTIRETY THE PREVIOUS LICENSE AGREEMENT.
L.
THIS AGREEMENT, THE PURCHASE AGREEMENT, AND THE EXHIBITS AND SCHEDULES
HEREIN AND THEREIN CONSTITUTE THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES
RELATING TO THE LICENSED PATENTS AND NO OTHER PROVISIONS, EITHER WRITTEN OR
ORAL, ARE TO BE CONSIDERED A PART HEREOF.
THIS AGREEMENT MAY ONLY BE MODIFIED
BY A WRITTEN AGREEMENT SIGNED BY BOTH PARTIES.
M.
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS OF THIS
AGREEMENT, ON THE ONE HAND, AND THE TERMS AND CONDITIONS OF THE SETTLEMENT
AGREEMENT, INCLUDING ALL EXHIBITS TO SAID SETTLEMENT AGREEMENT, DATED AS OF
DECEMBER 20, 1999, BETWEEN SHFL, PROGRESSIVE GAMES, INC. AND MIKOHN GAMING
CORPORATION, ON THE OTHER HAND, THEN THE TERMS AND CONDITIONS OF THIS AGREEMENT
SHALL CONTROL AND APPLY.
N.
IN THE EVENT OF ANY DISPUTE CONCERNING THIS AGREEMENT OR IF ANY ACTION IS
BROUGHT TO ENFORCE OR INTERPRET THE TERMS OF THIS AGREEMENT, THE PREVAILING
PARTY IN ANY DISPUTE OR ACTION SHALL, IN ADDITION TO ANY DAMAGES OR OTHER RELIEF
AWARDED, BE ENTITLED TO ITS ATTORNEYS' FEES AND COSTS.
O.
NOTWITHSTANDING ANYTHING TO THE FOREGOING, WHICH MAY BE CONTAINED HEREIN,
IN NO EVENT SHALL EITHER PARTY HAVE THE RIGHT TO RESCIND OR TERMINATE THE LAST
LICENSE GRANTED HEREIN.
P.
THE LAW OF THE STATE OF NEW YORK SHALL GOVERN ALL QUESTIONS CONCERNING
THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THIS AGREEMENT
AND THE EXHIBITS ATTACHED HERETO, AND THE PERFORMANCE OF THE OBLIGATIONS IMPOSED
BY THIS AGREEMENT, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW
RULES OR PROVISIONS (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION)
THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF NEW YORK.
IT SHALL BE A
MATERIAL BREACH OF THIS AGREEMENT IF EITHER PARTY CHALLENGES OR OBJECTS TO ANY
PROVISION OF THIS SECTION IX(P).
Q.
EACH OF THE PARTIES SUBMITS TO THE EXCLUSIVE JURISDICTION OF BINDING
ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION AND THE COURTS ARE
LOCATED IN THE BOROUGH OF MANHATTAN IN THE STATE OF NEW YORK