SOLELY TO
THE ORGANIZATION, MAINTENANCE AND EXISTENCE OF SELLER AS A CORPORATION;
(VI)
CLAIMS FOR AND RIGHTS TO RECEIVE TAX RETURNS AND REFUNDS RELATING TO
ANY ACQUIRED ASSETS WITH RESPECT TO TAXABLE PERIODS PRECEDING THE CLOSING DATE;
(VII)
THE PURCHASE PRICE;
(VIII)
SELLER'S RIGHTS UNDER OR PURSUANT TO THIS AGREEMENT OR ANY RELATED
AGREEMENT;
(IX)
THE EQUIPMENT (OTHER THAN THE ITEMS DESCRIBED IN SECTION 2.7(D)); AND
(X)
ALL PRODUCTION SUPPLIES, OTHER SUPPLIES, SPARE PARTS (OTHER THAN THE
TRANSFERRED SPARE PARTS) AND WORK IN PROGRESS OF THE PRODUCTS; PROVIDED,
HOWEVER, WITH RESPECT TO ANY WORK IN PROGRESS WHICH BECOMES A FINISHED PRODUCT
AFTER THE CLOSING, SELLER SHALL NOT SELL, LEASE OR LICENSE ANY SUCH FINISHED
PRODUCT, BUT RATHER SHALL EITHER (1) TRANSFER SUCH FINISHED PRODUCT TO BUYER FOR
NO ADDITIONAL CONSIDERATION ON AN "AS IS, WHERE IS" BASIS OR (2) SCRAP SUCH
FINISHED PRODUCT.
In addition to the foregoing, Seller shall be entitled to keep and retain copies
of Seller's Shuffler and DeckChecker Books and Records and other documents
pertaining to the Acquired Assets as reasonably required for purposes of
compliance with tax, gaming and other applicable Laws; provided, however, that
Seller shall not retain and shall promptly turn over to Buyer all originals of
any such documents and shall keep the information contained in all such
documents confidential, except to the extent required to be disclosed pursuant
to applicable Laws.
(d) Pending Litigation; Releases.
(I)
ON THE CLOSING DATE, THE PARTIES SHALL:
(A)
EXECUTE AND DELIVER A STIPULATION DISMISSING WITH PREJUDICE ALL
PENDING LITIGATION BETWEEN THE PARTIES AND PROVIDING FOR THE RETURN TO BUYER OF
BUYER'S $3 MILLION DEPOSIT WITH THE CLERK OF THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEVADA (THE "DEPOSIT"), AND ALL ACCRUED OR DUE INTEREST, IF
ANY, AS BUYER'S SOLE PROPERTY, IN THE FORM ATTACHED HERETO AS SCHEDULE
2.2(D) (THE "LITIGATION STIPULATION");
(B)
EXECUTE (WHETHER ON THE CLOSING DATE OR THEREAFTER) AND DELIVER ALL
OTHER DOCUMENTS REASONABLY REQUESTED BY BUYER TO CARRY OUT THE FOREGOING.
Page 6
(II)
EXCEPT FOR (A) SELLER'S OBLIGATIONS UNDER THIS AGREEMENT OR ANY
RELATED AGREEMENT, AND (B) ANY ACTION OR CLAIM BY BUYER OR ANY OF ITS AFFILIATES
AGAINST SELLER OR ANY OF ITS AFFILIATES WITH RESPECT TO PRODUCTS SOLD OR
PURCHASED BY BUYER OR ANY OF ITS AFFILIATES TO OR FROM SELLER OR ANY OF ITS
AFFILIATES IN THE ORDINARY COURSE OF BUSINESS OR CONTRACTUAL RELATIONSHIPS
BETWEEN SUCH PARTIES (COLLECTIVELY, "BUYER CARVE OUTS"), BUYER, ON BEHALF OF
ITSELF AND ITS AFFILIATES, HEREBY RELEASES SELLER AND ITS DIRECT AND INDIRECT
SUBSIDIARIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, REPRESENTATIVES, HEIRS
AND ASSIGNS (COLLECTIVELY, THE "SELLER RELEASED PARTIES") FROM ANY AND ALL
CLAIMS, LIABILITIES OR EXPENSES, WHICH BUYER OR ANY OF ITS AFFILIATES HAD OR
COULD HAVE HAD, OR WHETHER ASSERTED OR COULD HAVE BEEN ASSERTED, FOR ANY ACTS OR
OMISSIONS OF ANY OF THE SELLER RELEASED PARTIES PRIOR TO THE CLOSING DATE, KNOWN
OR UNKNOWN, ACCRUED OR UNACCRUED, AND LIQUIDATED OR UNLIQUIDATED.
(III)
EXCEPT FOR (A) BUYER'S OBLIGATIONS UNDER THIS AGREEMENT