FOR INDEMNIFICATION COULD EXCEED THE MAXIMUM AMOUNT THAT SUCH INDEMNITEE
COULD THEN BE ENTITLED TO RECOVER UNDER THE APPLICABLE PROVISIONS OF
SECTION 7.2; AND
(III)
IF THE INDEMNITOR SHALL CONTROL THE DEFENSE OF ANY SUCH CLAIM, THE
INDEMNITOR SHALL OBTAIN THE PRIOR WRITTEN CONSENT OF THE INDEMNITEE BEFORE
ENTERING INTO ANY SETTLEMENT OF A CLAIM OR CEASING TO DEFEND SUCH CLAIM IF,
PURSUANT TO OR AS A RESULT OF SUCH SETTLEMENT OR CESSATION: (V) THERE IS ANY
RISK OR JEOPARDY TO ANY GAMING PERMIT OR GAMING PRODUCT APPROVAL HELD BY THE
INDEMNITEE; (W) INJUNCTIVE OR OTHER EQUITABLE RELIEF WILL BE IMPOSED AGAINST THE
INDEMNITEE; (X) SUCH SETTLEMENT DOES NOT EXPRESSLY, FINALLY AND UNCONDITIONALLY
RELEASE THE INDEMNITEE FROM ALL LIABILITIES AND OBLIGATIONS WITH RESPECT TO SUCH
CLAIM, WITHOUT ANY PREJUDICE TO THE INDEMNITEE; (Y) SUCH SETTLEMENT INVOLVES THE
INDEMNITEE RELINQUISHING, LIMITING, OR REDUCING ANY OF ITS RIGHTS UNDER THIS
AGREEMENT OR ANY RELATED AGREEMENT; OR (Z) ANY SETTLEMENT ADVERSELY AFFECTS THE
ECONOMIC VALUE OF ANY OF SELLER'S TABLE GAMES BUSINESS, THE PURCHASED ASSETS,
THE LICENSED PATENTS OR ANY OTHER PART OF OR INTELLECTUAL PROPERTY OWNED BY
BUYER.
41
(E)
WITH RESPECT TO ANY BUYER LOSSES, SELLER'S MAXIMUM INDEMNIFICATION
OBLIGATION UNDER THIS SECTION 7.2 (THE "CAP") SHALL BE $7.5 MILLION; PROVIDED
HOWEVER THAT ANY ATTORNEYS' FEES, COURT COSTS, OR OTHER LITIGATION EXPENSES
RELATED TO ANY BUYER INDEMNITTEE CLAIM SHALL BE EXCLUDED FROM AND NOT PART OF
ANY CAP; AND FURTHER, PROVIDED, HOWEVER, THERE SHALL BE NO MAXIMUM
INDEMNIFICATION CAP OR LIMIT ON ANY BUYER INDEMNITTEE CLAIMS RELATED TO ANY
LOSSES RELATED TO ACTUAL FRAUD BY SELLER OR ANY RESCISSION CLAIMS OF THIS
AGREEMENT BY BUYER OR ANY BREACH OF THE REPRESENTATIONS AND WARRANTIES IN
SECTIONS 4.1, 4.2 AND 4.13(B)(I); AND FURTHERMORE, THE MAXIMUM CAP WITH RESPECT
TO ANY LOSSES RELATING TO ANY CLAIM OF BREACH OF ANY OF THE FUNDAMENTAL REPS,
EXCEPT FOR THOSE IN SECTIONS 4.1, 4.2 AND 4.13(B)(I), SHALL BE THE AGGREGATE AND
TOTAL PURCHASE PRICE.
BUYER'S INDEMNIFICATION, SET-OFF AND OTHER RIGHTS AND
REMEDIES SET FORTH IN THIS AGREEMENT AND IN ANY RELATED AGREEMENT OR OTHERWISE
BY OPERATION OF LAW SHALL BE BUYER'S SOLE RIGHTS AND REMEDIES FOR ANY BUYER'S
LOSSES.
(F)
WITH RESPECT TO ANY SELLER LOSSES, SELLER'S INDEMNIFICATION
RIGHTS SET FORTH IN THIS AGREEMENT SHALL BE SELLER'S SOLE RIGHT AND REMEDY, AND
THE MAXIMUM INDEMNIFICATION OBLIGATIONS OF BUYER FOR ANY OF SELLER'S LOSSES
SHALL BE $1.0 MILLION, EXCLUDING ATTORNEYS FEES, COURT COSTS OR OTHER LITIGATION
EXPENSES RELATED TO ANY SELLER INDEMNITEE CLAIM, EXCEPT THERE SHALL BE NO
MAXIMUM AMOUNT OF LOSSES FOR ANY BREACH BY BUYER OF SECTION 6.2, NOR SHALL THERE
BE ANY MAXIMUM AMOUNT ON ANY CONTINGENT PURCHASE PRICE PAYMENTS WHICH SELLER MAY
OTHERWISE BY ENTITLED TO UNDER SECTION 2.7 HEREOF, BUT IN NO EVENT SHALL ANY
LIABILITY OR OBLIGATION OF BUYER UNDER THIS AGREEMENT OR ANY RELATED AGREEMENT
INCLUDE ANY LOST PROFITS OF SELLER, OR ANY UNFORESEEABLE, SPECULATIVE, NON
SEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF SELLER.
IN NO EVENT SHALL SELLER
HAVE ANY RIGHT