FULLY INDEMNIFIED HEREUNDER.
11.4.
REMEDIES EXCLUSIVE; NO OTHER REMEDIES.
THE REMEDIES CONTAINED IN
THIS ARTICLE 11 SHALL BE THE PARTIES' SOLE AND EXCLUSIVE REMEDIES FOR ANY
POST-CLOSING CLAIMS MADE IN CONNECTION WITH THIS AGREEMENT.
EACH PARTY HERETO
HEREBY WAIVES AND RELEASES, AND COVENANTS NOT TO SEEK OR ASSERT, ANY OTHER
CLAIMS OR REMEDIES IN THE EVENT THAT THE CLOSING OCCURS.
11.5.
LIMITATION OF DAMAGES.
IN NO EVENT SHALL ANY PARTY TO THIS
AGREEMENT BE LIABLE TO ANY OTHER PARTY FOR CONSEQUENTIAL, PUNITIVE OR OTHER
SIMILAR DAMAGES.
Article 12.
MISCELLANEOUS
12.1.
REFORMATION AND SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT
IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE UNDER PRESENT OR FUTURE LAWS
EFFECTIVE DURING THE TERM HEREOF, IN LIEU OF SUCH ILLEGAL, INVALID OR
UNENFORCEABLE PROVISION, THERE SHALL BE ADDED AUTOMATICALLY AS PART OF THIS
AGREEMENT A PROVISION AS SIMILAR IN TERMS TO SUCH ILLEGAL, INVALID OR
UNENFORCEABLE PROVISION AS MAY BE POSSIBLE AND BE LEGAL, VALID AND ENFORCEABLE
CONSISTENT WITH THE INTENTIONS OF THE PARTIES HERETO, AND THE LEGALITY, VALIDITY
AND ENFORCEABILITY OF THE REMAINING PROVISIONS HEREOF SHALL NOT IN ANY WAY BE
AFFECTED OR IMPAIRED THEREBY.
LIKEWISE, EACH REPRESENTATION, WARRANTY AND
COVENANT CONTAINED HEREIN SHALL HAVE INDEPENDENT SIGNIFICANCE AND, IF ANY PARTY
HERETO HAS BREACHED ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED HEREIN IN
ANY RESPECT, THE FACT THAT THERE EXISTS ANOTHER REPRESENTATION, WARRANTY OR
COVENANT RELATING TO THE SAME SUBJECT MATTER (REGARDLESS OF THE RELATIVE LEVELS
OF SPECIFICITY) WHICH SUCH PARTY HAS NOT BREACHED SHALL NOT DETRACT FROM OR
MITIGATE THE FACT THAT THE PARTY IS IN BREACH OF THE FIRST REPRESENTATION,
WARRANTY OR COVENANT.
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12.2.
FURTHER ASSURANCES.
ALL PARTIES AGREE AND OBLIGATE THEMSELVES, AND
THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES
AND AGENTS, TO PROMPTLY EXECUTE ANY ADDITIONAL DOCUMENTS AND INSTRUMENTS AND
TAKE ANY OTHER ACTIONS NECESSARY AND PROPER FOR THE COMPLETE AND EXPEDITIOUS
IMPLEMENTATION AND SATISFACTION OF THE PROVISIONS AND INTENT OF THIS AGREEMENT.
IN ADDITION, THE SELLER AGREES THAT DURING AND SUBSEQUENT TO THE SALE
TRANSACTION, IT SHALL HAVE A CONTINUING DUTY TO SUPPLY SUCH REASONABLE
INFORMATION AND DOCUMENTATION AND TO PERFORM SUCH ACTS AS MAY BE REQUIRED BY ANY
FEDERAL, STATE OR LOCAL AUTHORITY OR THE LIQUOR AND GAMING LAWS OF THE STATE OF
LOUISIANA, INCLUDING, BUT NOT LIMITED TO, MAKING ITS BOOKS AND RECORDS AVAILABLE
TO THE BUYER OR ITS DESIGNEE ON AN AS-NEEDED, REASONABLE BASIS AFTER THE
CLOSING; PROVIDED, HOWEVER, IN NO EVENT WHATSOEVER SHALL THE SELLER BE REQUIRED
TO PAY OR BE RESPONSIBLE FOR THE PAYMENT OF ANY MONIES IN CONNECTION THEREWITH.
12.3.
LIQUOR AND GAMING LAWS OF THE STATE OF LOUISIANA.
EACH OF THE
PARTIES AGREE THAT THIS AGREEMENT IS AND SHALL BE SUBJECT TO THE LIQUOR AND
GAMING LAWS OF THE STATE OF LOUISIANA AND TO THE OVERSIGHT OF THE LOUISIANA
STATE POLICE AND THE GAMING CONTROL BOARD OF THE STATE OF LOUISIANA.
12.4.
NOTICES.
ANY NOTICE OR OTHER COMMUNICATION REQUIRED OR PERMITTED
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO BE PROPERLY GIVEN