PROCESS OR ACCEPT WAGERS FROM RESIDENTS OF SUCH STATE
AND THAT SOME STATES REQUIRE AN ADW PLATFORM TO ENTER INTO A CONTRACT WITH A
RACETRACK AND/OR HORSEMEN'S GROUP WITHIN SUCH STATE IN ORDER TO OBTAIN A
LICENSE, CDI AND MEC SHALL EACH USE ITS BEST EFFORTS TO COOPERATE SUCH THAT SUCH
LICENSES FOR CDI ADW AND XPRESSBET ARE OBTAINED AND, IF REASONABLY NECESSARY,
ITS CONTROLLED RACETRACKS SHALL SERVE AS "HOST" TRACKS FOR THE OTHER'S ADW
PLATFORM.
6.6
RACING COOPERATIVES.
MEC SHALL CAUSE THE MEC TRACKS TO WITHDRAW
FROM ANY RACING COOPERATIVE IN WHICH ANY MEC TRACK IS A MEMBER AT THE EARLIEST
PRACTICAL DATE FOLLOWING EXECUTION OF THIS AGREEMENT AND IN ANY EVENT BY NO
LATER THAN JUNE 30, 2007, PROVIDED, HOWEVER, WITH RESPECT TO THE MEADOWS NO
LATER THAN SEVEN (7) MONTHS AFTER THE DATE OF THIS AGREEMENT.
CDI SHALL CAUSE
THE CDI TRACKS TO WITHDRAW FROM ANY RACING COOPERATIVE IN WHICH ANY CDI TRACK IS
A MEMBER AT THE EARLIEST PRACTICAL DATE FOLLOWING EXECUTION OF THIS AGREEMENT
AND IN ANY EVENT BY NO LATER THAN JUNE 30, 2007.
6.7
REBATE PLATFORM.
CDI AND MEC SHALL COOPERATE TO DEVELOP A PLAN ON
OR BEFORE SEPTEMBER 30, 2007 TO JOINTLY ENTER REBATING DURING 2007.
CDI AND MEC
SHALL NOT CONDUCT REBATING INDIVIDUALLY DURING 2007 WITHOUT PRIOR APPROVAL OF
THE OTHER PARTY.
6.8
FEE PAYMENT.
EACH OF CDI AND MEC ACKNOWLEDGES THAT IT IS DIRECTLY
RESPONSIBLE FOR AND SHALL PAY DIRECTLY ITS PROPORTION OF ANY HOST, SOURCE MARKET
OR SUBLICENSING FEES WITH RESPECT TO ADW CONTENT RIGHTS, POINT TO POINT CONTENT
RIGHTS OR REBATE CONTENT RIGHTS
20
ACQUIRED BY THE COMPANY FOR CDI OR MEC, RESPECTIVELY, AND SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY FROM AND AGAINST ANY DAMAGE, DEFICIENCY, LOSS, ACTION,
JUDGMENT, COST OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF
OR RELATED TO SUCH FEES.
FOR GREATER CLARITY, THE PROPORTION OF HOST, SOURCE
MARKET OR SUB-LICENSING FEES PAID BY CDI AND MEC WILL BE DETERMINED BY THE
AMOUNT OF HANDLE WAGERED THROUGH CDI OUTLETS AND MEC OUTLETS RATHER THAN BY CDI
AND MEC'S ALLOCATION PERCENTAGES.
6.9
FLORIDA ALTERNATIVE GAMING.
MEC COVENANTS THAT IT WILL NOT FUND OR
OTHERWISE SUPPORT, DIRECTLY OR INDIRECTLY, ANY ORGANIZATION OR INITIATIVE IN
OPPOSITION TO AN ARTICLE X REFERENDUM.
MEC FURTHER COVENANTS THAT IT WILL NOT
MAKE ANY PUBLIC STATEMENT IN OPPOSITION TO AN ARTICLE X REFERENDUM.
THE TERM
"ARTICLE X REFERENDUM" SHALL MEAN A COUNTY-WIDE REFERENDUM CONDUCTED IN
MIAMI-DADE COUNTY, FLORIDA IN ACCORDANCE WITH ARTICLE X, SECTION 23 OF THE
FLORIDA CONSTITUTION SEEKING TO AUTHORIZE SLOT MACHINES AT CALDER RACE COURSE
AND SUCH OTHER PARI-MUTUEL FACILITIES AS CONDUCTED LIVE RACING OR GAMES WITHIN
MIAMI-DADE COUNTY IN CALENDAR YEARS 2002 AND 2003.
THE COVENANTS OF MEC SET
FORTH IN THIS SECTION 6.9 SHALL TERMINATE IMMEDIATELY IF: (A) CALDER RACE COURSE
CEASES TO BE A CDI TRACK, OR CDI OR ANY AFFILIATE OF CDI ENTERS INTO A
DEFINITIVE SALE OR OTHER DISPOSITION AGREEMENT (INCLUDING WITHOUT LIMITATION ANY
OPTION AGREEMENT) WHICH IF CONSUMMATED OR EXERCISED