THE AGREEMENT, INCLUDING (I) ANY ACCOUNTS
RECEIVABLE PRIMARILY ARISING OUT OF OR IN CONNECTION WITH ANY SUCH ASSETS OR
PROPERTIES AND (II) ANY SELLERS' DEPOSITS OR PREPAID CHARGES AND EXPENSES PAID
PRIMARILY IN CONNECTION WITH AND RELATING TO SUCH ASSETS AND PROPERTIES.
4.
CASH OF SELLERS IN AN AMOUNT EQUAL TO THE ACCRUED AND UNPAID
ADMINISTRATIVE EXPENSES OF DEBTORS ACCRUED THROUGH CLOSING.
5.
ALL EMPLOYMENT AGREEMENTS BETWEEN ANY SELLER AND ANY PERSON
6.
ALL INCENTIVE COMPENSATION ARRANGEMENTS BETWEEN ANY SELLER AND
ANY PERSON (INCLUDING ALL LONG-TERM STAY-ON PERFORMANCE INCENTIVE PAYMENT
AGREEMENTS) AND ALL CONFIDENTIALITY AND NON-COMPETE AGREEMENTS BETWEEN ANY
SELLER AND ANY PERSON.
7.
ALL EMPLOYEE BENEFIT PLANS OF SELLERS.
8.
CASH AND CASH EQUIVALENTS, OTHER THAN RESTRICTED CASH, OF VISTA
HOLDINGS, LLC SUFFICIENT TO PAY (I) THE SUCCESS FEE, AND (II) THE SUPPLEMENTAL
FEE, IF ANY, NOT IN EXCESS OF $2,000,000 IN THE AGGREGATE, PURSUANT TO THAT
CERTAIN CONSULTING AGREEMENT, DATED AS OF JULY 15, 2009, BETWEEN WARNER GAMING
LLC AND VISTA HOLDINGS LLC.
Schedule 2.5
Excluded Liabilities
EXCLUDED LIABILITIES INCLUDE ALL LIABILITIES SET FORTH ON THIS SCHEDULE 2.5 AS
OF THE CLOSING DATE:
1.
All Liabilities arising out of Excluded Assets.
2.
Any Liabilities associated with any and all Indebtedness of any
Seller except to the extent that such Liabilities represent purchase money
indebtedness incurred to acquire any Exhibit A Purchased Asset described in
items 4 of Exhibit A-1.
3.
ANY COSTS AND EXPENSES INCURRED BY SELLERS INCIDENT TO THEIR
NEGOTIATION AND PREPARATION OF THE AGREEMENT AND ITS PERFORMANCE AND COMPLIANCE
WITH THE AGREEMENTS AND CONDITIONS CONTAINED HEREIN.
4.
ANY LIABILITIES IN RESPECT OF THE LAWSUITS, CLAIMS, SUITS,
PROCEEDINGS OR INVESTIGATIONS FOR ACTS OR OMISSIONS THAT OCCURRED, OR ARISE FROM
EVENTS THAT OCCURRED, PRIOR TO THE CLOSING.
5.
ANY LIABILITIES ARISING OUT OF OR INCURRED AS A RESULT OF ANY
ACTUAL OR ALLEGED VIOLATION OF LAW BY ANY SELLER PRIOR TO THE CLOSING.
6.
LIABILITIES ARISING OUT OF OR RESULTING FROM LAYOFFS OR
TERMINATION OF EMPLOYEES BY ANY SELLER PRIOR TO CLOSING AND/OR CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY SUFFICIENT IN THE AGGREGATE TO REQUIRE
NOTICE UNDER WARN.
7.
ANY LIABILITIES RELATED TO, OR ARISING FROM (I) THE OCCUPANCY,
OPERATION, USE OR CONTROL OF ANY OF THE SELLER PROPERTY OR PROPCO PROPERTY PRIOR
TO THE CLOSING DATE OR (II) THE OPERATION OF THE BUSINESS OR THE PROPCO
PROPERTIES PRIOR TO THE CLOSING DATE, IN EACH CASE INCURRED OR IMPOSED BY ANY
ENVIRONMENTAL LAW, INCLUDING LIABILITIES AND OBLIGATIONS RELATED TO, OR ARISING
FROM, ANY RELEASE OF ANY CONTAMINANT ON, AT OR FROM (A) THE SELLER PROPERTY OR
PROPCO PROPERTY, INCLUDING ALL FACILITIES, IMPROVEMENTS, STRUCTURES AND
EQUIPMENT THEREON, SURFACE WATER THEREON OR ADJACENT THERETO AND SOIL OR
GROUNDWATER THEREUNDER, OR ANY CONDITIONS WHATSOEVER ON, UNDER OR IN THE
VICINITY OF SUCH REAL PROPERTY OR (B) ANY REAL PROPERTY OR FACILITY OWNED BY A
THIRD PERSON TO WHICH CONTAMINANTS GENERATED BY THE BUSINESS OR THE BUSINESS OF
THE EXCLUDED OPCO ENTITIES WERE SENT PRIOR TO THE CLOSING DATE;
8.
ANY