CONSENTS AND AGREES TO
RELEASE BUYER AND HOLD BUYER HARMLESS FROM AND AGAINST ANY LOSSES THAT SELLER
MAY SUFFER OR INCUR THAT MAY RESULT FROM BUYER'S NEGOTIATIONS, SOLICITATIONS,
CORRESPONDENCE, AND NEGOTIATIONS WITH SUCH PERSONS.
ARTICLE III
CONDITIONS TO CLOSING
3.1
Conditions to Buyer's Obligation.
The obligation of Buyer to
consummate the Transaction is subject to the satisfaction of the following
conditions as of the Closing:
(A)
EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS
AGREEMENT, IN ANY RELATED AGREEMENT, AND IN THE CERTIFICATES DESCRIBED IN
SECTIONS 2.4(B), AND 7.5
SHALL BE TRUE AND CORRECT AS OF THE CLOSING DATE;
(B)
SELLER SHALL HAVE DELIVERED TO BUYER: I) A SIGNED ACKNOWLEDGEMENT
FROM U.S. BANK, NATIONAL ASSOCIATION, RELEASING ALL LIENS RELATING TO THE
PURCHASED ASSETS AND ALL LIENS RELATING TO THE TABLE GAMES FIELD OF USE IN THE
LICENSED PATENTS, ALL AS SET FORTH IN THE FORM OF EXHIBIT A ATTACHED HERETO; II)
A SIGNED WAIVER AND RELEASE FROM ABLECO, RELEASING ALL LIENS RELATING TO THE
PURCHASED ASSETS, TOGETHER WITH A NON-DISTURBANCE AGREEMENT WITH RESPECT TO THE
LICENSED PATENTS, ALL AS SET FORTH IN THE FORM OF EXHIBIT B ATTACHED HERETO;
III) ANY AND ALL APPROPRIATE DOCUMENTATION TO BE FILED WITH THE U.S. PATENT AND
TRADEMARK OFFICE AND THE U.S. COPYRIGHT OFFICE, REFLECTING THE RELEASE OF LIENS
ON THE PURCHASED ASSETS CONTEMPLATED BY THIS AGREEMENT; IV) DULY AUTHORIZED
UCC-3 AMENDMENT STATEMENTS EVIDENCING RELEASE OF ALL LIENS RELATING TO THE
PURCHASED ASSETS IN ALL JURISDICTIONS IDENTIFIED BY THE BUYER; AND V) ANY OTHER
DOCUMENT, WAIVER, ACKNOWLEDGEMENT, CERTIFICATE, FINANCING STATEMENT AND/OR
RELEASE REASONABLY REQUESTED BY BUYER TO EVIDENCE THE RELEASE OF ANY LIENS ON
THE PURCHASED ASSETS, AND THE RELEASE, BUT ONLY TO THE EXTENT RELATING TO THE
TABLE GAMES FIELD OF USE, OF ANY LIENS ON THE LICENSED PATENTS;
(C)
SELLER SHALL HAVE RECEIVED OR OBTAINED ALL THIRD PARTY AND
APPROVALS THAT ARE NECESSARY FOR THE CONSUMMATION OF THE TRANSACTION OR THAT ARE
REQUIRED IN ORDER TO PREVENT A BREACH OF OR
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DEFAULT UNDER, A TERMINATION OR MODIFICATION OF, OR ACCELERATION OF THE TERMS OF
ANY ASSUMED CONTRACT, (COLLECTIVELY, THE "THIRD-PARTY APPROVALS"), IN EACH CASE
ON TERMS REASONABLY SATISFACTORY TO BUYER;
(D)
BUYER AND SELLER EACH SHALL HAVE RECEIVED OR OBTAINED ALL BOARD
AND, IF APPLICABLE, STOCKHOLDER APPROVALS THAT ARE NECESSARY FOR THE
CONSUMMATION OF THE TRANSACTION AND BUYER'S OPERATION OF SELLER'S
TABLE GAMES
BUSINESS FOLLOWING THE CLOSING, IN EACH CASE ON TERMS SATISFACTORY TO BUYER;
(E)
SINCE JUNE 30, 2007, THERE SHALL HAVE BEEN NO MATERIAL ADVERSE
CHANGE OR DEVELOPMENT IN THE FINANCIAL CONDITION, OPERATING RESULTS, ASSETS,
OPERATIONS, BUSINESS PROSPECTS, VALUE, EMPLOYEE RELATIONS OR CUSTOMER OR
SUPPLIER RELATIONS OF SELLER'S TABLE GAMES BUSINESS TAKEN AS A WHOLE;
(F)
NO SUIT, ACTION OR OTHER PROCEEDING, OR INJUNCTION, ORDER, DECREE
OR JUDGMENT RELATING THERETO, SHALL BE THREATENED OR PENDING BEFORE ANY COURT OR
GOVERNMENTAL OR REGULATORY OFFICIAL, BODY OR AUTHORITY IN WHICH IT IS SOUGHT TO
RESTRAIN OR PROHIBIT OR TO OBTAIN DAMAGES OR OTHER RELIEF IN CONNECTION WITH