Gaming Co and Hilton shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement and the Related Agreements.
Gaming Co and Hilton agree that they shall have a shared Privilege, with equal right to assert or waive, subject to the restrictions in this Section 7.07, with respect to all Privileges not allocated pursuant to the terms of Sections 7.07(a) and (b). All Privileges relating to any claims, proceedings, litigation, disputes, or other matters which involve both Gaming Co. and Hilton, or in respect of which both Gaming Co. and Hilton retain any responsibility or liability under this Agreement, shall be subject to a shared Privilege.
Gaming Co and Hilton shall incur no liability to each other due to a failure to perform under the terms and conditions of this Agreement resulting from fire, flood, war, strike, lock-out work stoppage or slow-down, labor disturbances, power failure, major equipment breakdowns, construction delays, accident, riots, acts of God, acts of United States' enemies, laws, orders or at the insistence or result of any governmental authority or any other event beyond each other's reasonable control. In addition, Hilton shall not be liable or deemed to be in default for any delay or failure to perform hereunder resulting, directly or indirectly, from any cause beyond Hilton's reasonable control, including limitations upon the availability of communications facilities or failures of Gaming Co. or other communications equipment or failure of Gaming Co. to prepare data properly for use in the Corporate Services.
Gaming Co shall or shall cause the Surviving Corporation to maintain in effect employee benefit plans and arrangements which provide benefits which have a value which is substantially comparable, in the aggregate, to the benefits provided by the Employee Benefit Plans (not taking into account the value of any benefits under any such plans which are equity based) for a period of one year after the Effective Time.
Gaming Co shall or shall cause the Surviving Corporation to honor all employment, severance and termination agreements (including change in control provisions) of the employees of Company and its Subsidiaries in effect on the date hereof; provided that (x) all such agreements are set forth or summarized on the Company Disclosure Schedule, (y) such agreements will not be amended, modified or extended after the date hereof without the written consent of Hilton and (z) to the extent such agreement would unjustly or inequitably enrich such employee, the foregoing commitment shall not apply to any Persons who become employees of
Gaming Co shall pay (i) all Taxes shown to be due and payable on all Tax Returns filed by Gaming Co. pursuant to Section 2.1(b)(ii), (A) for Straddle Periods, to the extent allocable to Post-Closing Straddle Periods, and (B) for Post-Closing Taxable Periods and (ii) subject to Article III, all additional Taxes that shall thereafter become due and payable as a result of a Final Determination with respect to all Tax Returns filed by Gaming Co. pursuant to Section 2.1(b) hereof.
Gaming Co. (or Hilton, as the case may be) shall notify Hilton (or Gaming Co.) of any Taxes paid by the Gaming Co. Group or any Gaming Co. Member (or the Hilton Group or any Post-Distribution Member) which are subject to indemnification under this Article III; PROVIDED, HOWEVER, that no Tax liability of $10,000 or less in the aggregate shall in any event be indemnified hereunder. Any notification contemplated by this Section 3.4 shall include a detailed calculation (including, if applicable, separate allocations of such Taxes between Pre- and Post-Closing Taxable Periods and supporting work papers) and a brief explanation of the basis for indemnification hereunder. Whenever a notification described in this Section 3.4 is given, the notified party shall pay the amount requested in such notice to the notifying party in accordance with Article IV, but only to the extent that the notified party agrees with such request. To the extent the notified party disagrees with such request, it shall, within 15 days of receipt of such notice, so notify the notifying party, whereupon the parties shall use their best efforts to resolve any such disagreement. To the extent not otherwise provided for in this Article III or in Article IV, any payment made after such 15-day period shall include interest at the Overdue Rate from the date of receipt of original notice of such payment.
Gaming Co and Hilton agree that all information regarding the Corporate Services provided hereunder (the "CONFIDENTIAL INFORMATION"), including, but not limited to, price, methods of operation and software, shall be maintained in confidence and not be released to any third party for any reason whatsoever, excluding such parties' counsel, agents, auditors or lenders. However, a party may release the Confidential Information to a third party upon the prior approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed), upon court order or as such party in good faith believes, based on the advice of counsel, is required by any rules, regulations or laws. Notwithstanding the previous sentence, in the event that a party becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any information, such party shall provide the other with prompt prior written notice of such requirement so that the other party may seek a protective order or other appropriate remedy to minimize disclosure of the Confidential Information. In the event that such protective order or other remedy is not obtained, or the other party approves the disclosure, the disclosing party agrees to furnish only that portion of the Confidential Information which the disclosing party in good faith believes, based on the advice of counsel, is legally required and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to such information. Each party shall cease use of all Confidential Information which any party has obtained from the other upon the expiration or earlier termination of this Agreement. The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement
Gaming Co will continue current security provisions regarding third parties' access to Hilton information. Gaming Co. reserves the right to issue and change regulations and procedures from time to time to improve file security.
Gaming Co shall or shall cause the Surviving Corporation to honor all employment, severance and termination agreements (including change in control provisions) of the employees of Company and its Subsidiaries in effect on the date hereof; PROVIDED that (x) all such agreements are set forth or summarized on the Company Disclosure Schedule, (y) such agreements will not be amended, modified or extended after the date hereof without the written consent of Hilton and (z) to the extent such agreement would unjustly or inequitably enrich such employee, the foregoing commitment shall not apply to any Persons who become employees of any member of the Lakes Group and shall instead become a commitment of Lakes who shall honor any such agreement.
