Common use of Joint Obligations Clause in Contracts

Joint Obligations. The following shall apply with equal force to Seller, on the one hand, and Purchaser, on the other hand: (a) Each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby as soon as reasonably practicable. (b) Each Party shall promptly give the other Party written notice of the existence or occurrence of any condition or occurrence which would make any representation or warranty herein contained of either Party untrue or which might reasonably be expected to prevent the consummation of the transaction contemplated hereby. (c) No Party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party or which would result in any representation or warranty herein contained of said Party being untrue in any material respect as if originally made on and as of the Closing Date. (d) Seller shall cooperate with Purchaser who has made or shall forthwith make all filings and perform all acts required by them respectively under the HSR Act, the Gaming Laws, liquor laws and other statutory and regulatory requirements in connection with Purchaser’s making such filings and performing such acts. (e) Without the prior consent of the other Parties (which shall not be unreasonably withheld or delayed), no Party will make any release to the press or other public disclosure, or make any statement to any competitor, customer, client or supplier of any Party or any other person, with respect to either the fact that discussions or negotiations have taken place concerning the Acquisition or the existence or contents of this Agreement, except for such public disclosure as may be required by law based on the good faith opinion of counsel. If any Party proposes to make any disclosure based upon such an opinion, that Party will advise the other Parties, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other Parties concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, the Parties agree that Purchaser may disclose the terms of the Acquisition to its investment bankers, lenders and their agents in connection with the financing of the Acquisition.

Joint Obligations. The following shall apply with equal force to Seller, on are the one hand, obligations of the Parties between the Execution Date and Purchaser, on the other handClosing: (a) Each of the Parties shall cooperate with the other Parties and use commercially its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the transaction Transaction and the other transactions contemplated hereby by this Agreement as soon promptly as reasonably practicable. (b) Each Party shall promptly give the other Party Parties written notice of the existence or occurrence of any condition or occurrence which would make any representation or warranty herein contained of either Party in this Agreement untrue or which might reasonably be expected to prevent the consummation of the transaction transactions contemplated herebyby this Agreement. (c) No Party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party or which would result in any representation of its representations or warranty herein contained of said Party warranties being untrue in any material respect as if originally made on and as of the Closing Date. (d) Seller No Party shall cooperate with Purchaser who has made or shall forthwith make all filings disclose to any third party (other than to its respective officers, directors, employees, agents, attorneys, consultants, accountants and perform all acts required by them respectively under lenders, and the HSR Actofficers, the Gaming Lawsdirectors and employees of its respective Affiliates, liquor laws and other statutory and regulatory requirements having a need to know such information in connection with Purchaser’s making such filings the transactions contemplated by this Agreement), or use for any purpose other than evaluating and performing such acts. (e) Without carrying out the prior consent transactions contemplated by this Agreement, any Confidential Information regarding the Parties, which information was obtained from any of the other Parties (which shall not be unreasonably withheld or delayedParties. For purposes of this Section 3.3(d), no "Confidential Information" shall mean all information, whether oral or written, furnished to a Party will make any release to by another Party, whether furnished before or after the press or other public disclosure, or make any statement to any competitor, customer, client or supplier of any Party or any other person, with respect to either the fact that discussions or negotiations have taken place concerning the Acquisition or the existence or contents date of this Agreement, except for including (a) all notes, analysis, or studies prepared by such other Party or its officers, directors, employees, agents, attorneys, consultants, accountants and lenders, and the officers, directors and employees of its Affiliates, incorporating such information, and (b) all information obtained by visiting the facilities of a Party, reviewing such Party's assets or discussing such Party (including information about such Party's business, operations, assets, financial condition and prospects) or the Transaction with such Party, or its officers, directors, employees, agents, attorneys, consultants, accountants and lenders, and the officers, directors and employees of its Affiliates, but shall not include any information (i) which was in the public domain or independently received from a third party with a right to disclose such information, (ii) which was previously known by the Party receiving such Confidential Information, or (iii) to the extent that disclosure as may be is required by law based on Law. Each Party shall advise any other affected Party of any request, including a subpoena or similar legal inquiry, to disclose any Confidential Information, so that the good faith opinion of counsel. If any Party proposes to make any disclosure based upon such an opinionaffected Party, that Party will advise the other Partiesat its own expense, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other Parties concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, the Parties agree that Purchaser may disclose the terms of the Acquisition to its investment bankers, lenders and their agents in connection with the financing of the Acquisitioncan seek appropriate legal relief.

Joint Obligations. The following shall apply with equal force to Sellerthe Company and the Sellers, on the one hand, and PurchaserPurchasers, on the other hand: (a) Each of the Parties parties hereto shall use commercially all reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby as soon as reasonably practicable. (b) Each Party party shall promptly give the other Party party written notice of the existence or occurrence of any condition condition, event or occurrence circumstance which would make any representation or warranty herein contained of either Party party untrue or which might would reasonably be expected to prevent the consummation of the transaction contemplated hereby; provided, however, for the avoidance of doubt, such notice shall not be deemed to constitute cure for a breach of any of the provisions of this Agreement. (c) No Party party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party party hereto or which would result in any representation or warranty herein contained of said Party party being untrue in any material respect as if originally made on and as of the Closing DateDate (other than changes in the ordinary course of business). Without limiting the generality of the preceding sentence, neither this paragraph (c), nor paragraph (a), shall be violated by the Sellers or the Company should the Company or any of the Subsidiaries take, or omit to take, any action relating to the Business which would be taken (or not taken) in the ordinary course of business in the absence of the transaction contemplated hereby. (d) Seller As promptly as practicable following the execution and delivery of this Agreement, but in any event within ten (10) days after the date hereof, the Company, the Sellers and Purchasers shall cooperate with Purchaser who has make or cause to be made or shall forthwith make all filings and perform all acts submissions as may be reasonably required by them respectively under the HSR Act, . The Company and Purchasers shall use all commercially reasonable efforts to obtain early termination of the Gaming Laws, liquor laws waiting period under the HSR Act as promptly as practicable following the execution and delivery of this Agreement. Each party shall furnish to each other statutory party upon its request all such information and regulatory requirements assistance as such other party may reasonably request in connection with Purchaser’s making such filings and performing or submissions. Each such acts. (e) Without the prior consent of party shall also provide to the other Parties (which shall not be unreasonably withheld or delayed)parties hereto copies of all correspondence, no Party will make any release to the press or other public disclosurefilings, or make any statement to any competitor, customer, client communications (or supplier of any Party memoranda setting forth the substance thereof) between such party or any other personof its representatives, on the one hand, and any governmental authority, on the other, with respect to either this Agreement and the fact that discussions transaction contemplated hereby. Each party shall consult with the other party in advance of any meeting or negotiations have taken place concerning conference with any governmental authority and, to the Acquisition or extent permitted by such governmental authority, give the existence or contents of this Agreement, except for other party the opportunity to attend and participate in such public disclosure as may be required by law based on the good faith opinion of counselmeetings and conferences. If any Party proposes objections are asserted by a governmental authority with respect to make the transaction contemplated hereby under any disclosure based upon applicable U.S. antitrust law or if any suit is instituted (or threatened to be instituted) by any applicable governmental entity alleging that the transaction contemplated hereby violates any applicable U.S. antitrust law, the parties hereto shall use their respective best efforts, and take all actions necessary, to resolve any such an opinionobjections or suits; provided, however, that Party will advise the other Parties, together with the text of the proposed disclosure, as far in advance no event shall any Purchaser or any of its disclosure as is practicableAffiliates be obligated to divest any operation or asset or a portion thereof or otherwise modify its business or the ordinary conduct of its business, and will in good faith consult with and consider the suggestions of the other Parties concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, the Parties agree that Purchaser may disclose or materially change the terms of the Acquisition transaction contemplated hereby, in order to its investment bankers, lenders and their agents in connection comply with the financing of the Acquisitionthis Section 3.4(d).

Joint Obligations. The following shall apply with equal force to Seller, on the one hand, Sellers and Purchaser, on the other hand: (a) Each of the Parties shall use commercially reasonable efforts Without implication that such laws apply to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby hereby, Sellers and Purchaser shall not comply with the provisions of the laws of any states relating to bulk sales other than as soon as reasonably practicablespecifically required herein. (b) Each Party shall promptly give the other Party written notice of the existence or occurrence of any condition or occurrence which would make any representation or warranty herein contained of either Party untrue or which might reasonably be expected to prevent the consummation of the transaction contemplated hereby. (c) No Party party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party party hereto or which would result in any representation or warranty herein contained of said Party party being untrue in any material respect as if originally made on and as of the Closing Date. (dc) Seller shall cooperate with Purchaser who has made Each party hereto will (i) take all commercially reasonable steps necessary or shall forthwith desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and perform to give all acts notices to governmental or regulatory bodies required by them respectively under of such parties to consummate the HSR Acttransactions contemplated hereby, the Gaming Laws, liquor laws (ii) provide such other information and other statutory and communications to such governmental or regulatory requirements bodies as such parties or such governmental or regulatory bodies may reasonably request in connection therewith and (iii) cooperate with Purchaser’s each other as promptly as practicable in obtaining all consents, approvals or actions of, making such all filings with and performing such acts. (e) Without the prior consent giving all notices to governmental or regulatory bodies required of the other Parties (which shall not be unreasonably withheld or delayed), no Party will make any release to the press or other public disclosure, or make any statement to any competitor, customer, client or supplier of any Party each party or any of its Affiliates to consummate the transactions contemplated hereby. Each party hereto will provide prompt notification to each other personparty hereto or its Affiliates when any such consent, with respect approval, action, filing or notice referred to either the fact that discussions in clause (i) above is obtained, taken, made or negotiations have taken place concerning the Acquisition or the existence or contents of this Agreement, except for such public disclosure as may be required by law based on the good faith opinion of counsel. If any Party proposes to make any disclosure based upon such an opinion, that Party will advise the other Parties, together with the text of the proposed disclosuregiven, as far in advance of its disclosure as is practicableapplicable, and will advise each other party hereto of any communications (and, unless precluded by law, provide copies to each other party hereto of any such communications that are in good faith consult with and consider the suggestions writing). Table of the other Parties concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, the Parties agree that Purchaser may disclose the terms of the Acquisition to its investment bankers, lenders and their agents in connection with the financing of the Acquisition.Contents

Joint Obligations. The following shall apply with equal force to Seller, on the one hand, and Purchaser, on the other hand: (a) Each of the Parties parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby as soon as reasonably practicable. (b) Each Party party shall cooperate in obtaining such audited financial statements of the Subsidiaries for the years 1998, 1999 and 2000 as Purchaser may reasonably deem necessary to comply with regulatory and financing requirements applicable to Purchaser, at Purchaser's expense. (c) Each party shall promptly give the other Party party written notice of the existence or occurrence of any condition or occurrence which would make any representation or warranty herein contained of either Party party untrue or which might is reasonably be expected to prevent the consummation of the transaction transactions contemplated hereby. In the event that (v) Purchaser shall become aware of any facts or circumstances which would make any of Seller's representations and warranties contained in Article 4 untrue in a material respect, (w) Seller shall not have given written notice of the existence of such facts to Purchaser in accordance with the preceding sentence, (x) Purchaser shall not have given written notice of its knowledge of the existence of such facts to Seller in accordance with the preceding sentence, and (y) the Closing shall occur, Purchaser shall not be entitled to indemnification under Article 11 with respect to the untruth of such representations and warranties. (cd) No Party party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party party hereto or which would result in any representation or warranty herein contained of said Party party being untrue in any material respect as if originally made on and as of the Closing Date. (d) Seller shall cooperate with Purchaser who has made or shall forthwith make all filings and perform all acts required by them respectively under the HSR Act, the Gaming Laws, liquor laws and other statutory and regulatory requirements in connection with Purchaser’s making such filings and performing such acts. (e) Without the prior consent of the other Parties (which shall not be unreasonably withheld or delayed), no Party will make any release to the press or other public disclosure, or make any statement to any competitor, customer, client or supplier of any Party or any other person, with respect to either the fact that discussions or negotiations have taken place concerning the Acquisition or the existence or contents of this Agreement, except for such public disclosure as may be required by law based on the good faith opinion of counsel. If any Party proposes to make any disclosure based upon such an opinion, that Party will advise the other Parties, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other Parties concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, the Parties agree that Purchaser may disclose the terms of the Acquisition to its investment bankers, lenders and their agents in connection with the financing of the Acquisition.

Joint Obligations. The following shall apply with equal force to Seller, on the one hand, Seller and Purchaser, on the other hand: (a) Each Without implication that such laws apply to the transactions contemplated hereby, Seller and Purchaser shall not comply with the provisions of the Parties shall use commercially reasonable efforts laws of any states relating to take, bulk sales or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby bulk transfer laws other than as soon as reasonably practicablespecifically required herein. (b) Each Party shall promptly give the other Party written notice of the existence or occurrence of any condition or occurrence which would make any representation or warranty herein contained of either Party untrue or which might reasonably be expected to prevent the consummation of the transaction contemplated hereby. (c) No Party party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party party hereto or which would result in any representation or warranty herein contained of said Party party being untrue in any material respect as if originally made on and as of the Closing Date. (dc) Seller shall cooperate with Purchaser who has made Each party hereto will (i) take all commercially reasonable steps necessary, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or shall forthwith actions of, to make all filings with and perform to give all acts notices to governmental or regulatory bodies required by them respectively of such parties or their Affiliates to consummate the transactions contemplated hereby, including, but not limited to, those required under the HSR Act, the Gaming Laws, liquor laws (ii) provide such other information and other statutory and communications to such governmental or regulatory requirements bodies as such parties or such governmental or regulatory bodies may reasonably request in connection therewith and (iii) cooperate with Purchaser’s each other as promptly as practicable in obtaining all consents, approvals or actions of, making such all filings with and performing such acts. (e) Without the prior consent giving all notices to governmental or regulatory bodies required of the other Parties (which shall not be unreasonably withheld or delayed), no Party will make any release to the press or other public disclosure, or make any statement to any competitor, customer, client or supplier of any Party each party or any of its Affiliates to consummate the transactions contemplated hereby. Each party hereto will provide prompt notification to each other personparty hereto or its Affiliates when any such consent, with respect approval, action, filing or notice referred to either the fact that discussions in clause (i) above is obtained, taken, made or negotiations have taken place concerning the Acquisition or the existence or contents of this Agreement, except for such public disclosure as may be required by law based on the good faith opinion of counsel. If any Party proposes to make any disclosure based upon such an opinion, that Party will advise the other Parties, together with the text of the proposed disclosuregiven, as far in advance of its disclosure as is practicableapplicable, and will advise each other party hereto of any communications (and, unless precluded by law, provide copies to each other party hereto of any such communications that are in good faith consult writing with and consider the suggestions any governmental or regulatory body regarding any of the other Parties concerning the nature transactions contemplated by this Agreement). In addition to and scope not in limitation of the information it proposes to disclose. Notwithstanding the foregoing, each party hereto will (a) comply at the Parties agree that Purchaser may disclose earliest practicable date with any request for additional information received by each of them or their Affiliates from the terms Federal Trade Commission or the Antitrust Division of the Acquisition Department of Justice pursuant to its investment bankers, lenders the HSR Act and their agents in connection (b) cooperate with the financing of the Acquisition.each other in

Joint Obligations. The following shall apply with equal force to Seller, on the one hand, Seller and Purchaser, on the other hand: (a) Each Without implication that such laws apply to the transactions contemplated hereby, Seller and Purchaser shall not comply with the provisions of the Parties shall use commercially reasonable efforts laws of any states relating to take, bulk sales or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby bulk transfer laws other than as soon as reasonably practicablespecifically required herein. (b) Each Party shall promptly give the other Party written notice of the existence or occurrence of any condition or occurrence which would make any representation or warranty herein contained of either Party untrue or which might reasonably be expected to prevent the consummation of the transaction contemplated hereby. (c) No Party party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party party hereto or which would result in any representation or warranty herein contained of said Party party being untrue in any material respect as if originally made on and as of the Closing Date. (dc) Seller shall cooperate with Purchaser who has made Each party hereto will (i) take all commercially reasonable steps necessary, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or shall forthwith actions of, to make all filings with and perform to give all acts notices to governmental or regulatory bodies required by them respectively of such parties or their Affiliates to consummate the transactions contemplated hereby, including, but not limited to, those required under the HSR Act, (ii) provide such other information and communications to such governmental or regulatory bodies as such parties or such governmental or regulatory bodies may reasonably request in connection therewith and (iii) cooperate with each other as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to governmental or regulatory bodies required of each party or any of its Affiliates to consummate the Gaming Lawstransactions contemplated hereby. Each party hereto will provide prompt notification to each other party hereto or its Affiliates when any such consent, liquor laws approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and will advise each other statutory party hereto of any communications (and, unless precluded by law, provide copies to each other party hereto of any such communications that are in writing with any governmental or regulatory body regarding any of the transactions contemplated by this Agreement). In addition to and regulatory requirements not in limitation of the foregoing, each party hereto will (a) comply at the earliest practicable date with any request for additional information received by each of them or their Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act and (b) cooperate with each other in connection with Purchaser’s making such filings any filing under the HSR Act and performing such acts. (e) Without the prior consent of the other Parties (which shall not be unreasonably withheld or delayed), no Party will make any release to the press or other public disclosure, or make any statement to any competitor, customer, client or supplier of any Party or any other person, with respect to either the fact that discussions or negotiations have taken place concerning the Acquisition or the existence or contents of this Agreement, except for such public disclosure as may be required by law based on the good faith opinion of counsel. If any Party proposes to make any disclosure based upon such an opinion, that Party will advise the other Parties, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other Parties concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, the Parties agree that Purchaser may disclose the terms of the Acquisition to its investment bankers, lenders and their agents in connection with resolving any investigation or other inquiry concerning the financing transactions contemplated by this Agreement commenced by either the Federal Trade Commission, the Antitrust Division or the Department of Justice or state attorneys general. Consistent with past transactions between Purchaser and Seller, Seller shall reimburse Purchaser at the AcquisitionClosing one-half of Purchaser's total HSR filing fees of $45,000.

Joint Obligations. The following shall apply with equal force to Seller, on the one hand, Seller and Purchaser, on the other hand: (a) Each Without implication that such laws apply to the transaction contemplated hereby, except as specifically provided in Section 5.4(b), none of Seller, Holdings or Purchaser shall comply with the provisions of any laws relating to bulk sales. (b) Seller and Purchaser shall use their reasonable efforts to obtain all available statutory or regulatory clearances or exemptions from state and local sales, use and transfer Taxes with respect to the transfer of the Parties assets purchased under this Agreement. To the extent it is determined that clearances or proof of exemption cannot be obtained from one or more of the relevant taxing authorities but either of the parties reasonably believes that sales, use and/or transfer Tax is not due with respect to the transfer of specific assets being sold, the parties agree to obtain and be bound by the written opinion of a law firm with a nationally recognized state income tax practice or an internationally recognized firm of independent public accountants. If the party contesting the applicability of the Tax is not the party responsible for such Tax under Section 12.2, such contesting party shall be solely responsible for the cost of obtaining such opinion. The party or parties liable for such Taxes under section 12.2 shall indemnify, defend and hold the other party hereto and its Affiliates harmless from, against and in respect of any loss imposed on, sustained, incurred or suffered by or asserted against the other, directly or indirectly relating to or arising out of or resulting from the failure to withhold or pay any such Taxes at the Closing. The limitations contained in Article X shall not apply to the indemnity provided hereunder. (c) Each party shall, promptly after becoming aware thereof, give the other party written notice of the existence or occurrence of any condition which would make any representation or warranty herein contained of such party untrue or which might reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby. (d) No party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any party hereto or which would result in any representation or warranty herein contained of said party being untrue as if originally made on and as of the Closing Date (other than, in the case of Seller, changes in the ordinary course of business consistent with past practice which do not in the aggregate have a Material Adverse Effect). (e) Each party shall use commercially its respective reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby as soon as reasonably practicablepossible. Without limitation of the generality of the immediately preceding sentence, each of the parties agrees that it will negotiate in good faith with respect to the Transition Services Agreement, the Supply Agreement and the Sub-Sublease, in each case, as described in Section 8.8. (bf) Each Party shall promptly give the other Party written notice of the existence or occurrence of any condition or occurrence which would make any representation or warranty herein contained of either Party untrue or which might reasonably be expected to prevent the consummation of the transaction contemplated hereby. (c) No Party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party or which would result in any representation or warranty herein contained of said Party being untrue in any material respect as if originally made on and as of the Closing Date. (d) Seller shall cooperate with Purchaser who has made or The parties shall forthwith make all filings and perform all acts required by them respectively under the HSR Hart-Scott-Rodino Act; and, in addition to the Gaming Lawscondixxxxx xxx xxrth in Article VI, liquor laws Seller's and other statutory Purchaser's obligation under this Agreement shall each be conditional upon the expiration or early termination of the waiting period set forth in the Hart-Scott-Rodino Act and regulatory requirements in connection with Purchaser’s making such filings and performing such actsthe rules promulgated xxxxxxxxxx. (eg) Without the prior consent of the other Parties (which shall not be unreasonably withheld or delayed), no Party will make If any release to the press or other public disclosure, or make any statement to any competitor, customer, client or supplier of any Party or any other person, objections are asserted with respect to either the fact that discussions transactions contemplated hereby under any United States antitrust or negotiations have taken place concerning similar law or if any suit is instituted by any governmental entity or any private party challenging any of the Acquisition transactions contemplated hereby as violative of any such law, each of Purchaser and Seller and their Affiliates shall use its reasonable efforts (including, if but only if so determined by Purchaser, agreeing to hold separate or divest, or enter into a consent decree or licensing or other arrangement with respect to, any of the existence businesses, operations or contents assets of this Agreement, except for such public disclosure Purchaser or any of its Affiliates,) as may be required in order to resolve any such objections or challenge as such governmental entity or private party may have to such transactions under such law so as to permit consummation of the transactions contemplated by law based this Agreement; provided, however, that notwithstanding anything to the contrary set forth in this Agreement, neither Purchaser and its Affiliates nor Seller and its Affiliates shall be required to sell, hold separate, otherwise dispose of or license or conduct their business in a specified manner, or agree to sell, hold separate, otherwise dispose of or license or conduct their business in a specified manner, or permit the sale, holding separate, other disposition or licensing of, any assets of Purchaser, Seller or their respective Affiliates or the conduct of their business in a specified manner (whether as a condition to obtaining any approval from a governmental entity or any other Person or for any other reason) (i) if such sale, holding separate, other disposition or licensing or the conduct of their business in a specified manner is not conditioned on the good faith opinion Closing or (ii) unless Purchaser determines otherwise; and provided further, however that, except as set forth in the immediately preceding proviso, (i) Purchaser shall control all decisions with respect to this Section 5.4(g) and, in particular, Seller shall not, without the prior written consent of counsel. If Purchaser, agree, but shall, if so directed by Purchaser, agree to, in so far as the Business is concerned, hold separate or divest any Party proposes to make any disclosure based upon such an opinion, that Party will advise the other Parties, together with the text of the proposed disclosure, as far in advance of its disclosure businesses or operations or assets used therein or enter into a consent decree or licensing or other arrangement with respect to any such businesses or operations or assets used therein. In addition, nothing contained herein will require Purchaser or its Affiliates to agree (and Seller shall not agree in so far as is practicablethe Business and employees engaged therein are concerned unless directed to do so by Purchaser or its Affiliates, and will in good faith consult which event they shall agree) to any matter with and consider the suggestions of the other Parties concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, the Parties agree that Purchaser may disclose the terms of the Acquisition to its investment bankers, lenders and their agents trade unions or worker councils or similar bodies in connection with the financing consummation of the Acquisitiontransactions contemplated hereby.

Joint Obligations. The following shall apply with equal force to Seller, on the one hand, Parent and Purchaser, on the other handHoldings: (a) Without implication that such laws apply to the transaction contemplated hereby, neither Parent nor Holdings, the Company, any Subsidiary or any New Subsidiary shall comply with the provisions of any laws relating to bulk sales. (b) Parent shall cause Danka US and the New U.S. Subsidiary to, and Holdings shall, use their reasonable efforts to obtain all available statutory or regulatory clearances or exemptions from state and local sales, use and transfer taxes with respect to the transfer of the Transferred Assets of the U.S. Business. To the extent it is determined that clearances or proof of exemption cannot be obtained from one or more of the relevant taxing authorities but either of the parties reasonably believes that sales, use and/or transfer tax is not due with respect to the transfer of specific assets being sold, the parties agree to obtain and be bound by the written opinion of a law firm with a nationally recognized state income tax practice or an internationally recognized firm of independent public accountants. Each of Parent and Holdings shall pay one-half of the Parties cost of obtaining such opinion. (c) Each party shall, promptly after becoming aware thereof, give the other party written notice of the existence or occurrence of any condition which would make any representation or warranty herein contained of such party untrue or which might reasonably be expected to prevent or delay the consummation of the Transactions. (d) No party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any party hereto or which would result in any representation or warranty herein contained of said party being untrue as if originally made on and as of the Closing Date (other than, in the case of Parent, changes in the ordinary course of business consistent with past practice which do not in the aggregate have a Material Adverse Effect). (e) Each party shall use commercially its respective reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby as soon as reasonably practicablepossible. (bf) Each Party Prior to the Closing Date, except as the parties may otherwise agree, the parties shall promptly give take all steps necessary to ensure that the other Party written notice information and content of any website which information and content is to be transferred to a New Subsidiary as part of the existence or occurrence Transferred Assets is stored on a website, the Internet domain name of any condition or occurrence which would does not include the word "Danka." (g) The parties shall make any representation or warranty herein contained of either Party untrue or which might reasonably be expected to prevent the consummation each of the transaction contemplated herebyEuropean Filings to the relevant government, regulatory, supranational or state agency, department or body (a "Relevant Agency") and take any further action necessary in connection therewith. (ch) No Party The parties shall intentionally perform any act whichmake all notifications to, if performedand carry out all consultations with, or intentionally omit to perform any act whichtrade unions, if omitted to be performed, would prevent or excuse works councils and other similar bodies required by the performance of this Agreement by any Party or which would result in any representation or warranty herein contained of said Party being untrue in any material respect as if originally made on and as law of the Closing Datejurisdictions in which the Subsidiaries operate. (d) Seller shall cooperate with Purchaser who has made or shall forthwith make all filings and perform all acts required by them respectively under the HSR Act, the Gaming Laws, liquor laws and other statutory and regulatory requirements in connection with Purchaser’s making such filings and performing such acts. (e) Without the prior consent of the other Parties (which shall not be unreasonably withheld or delayed), no Party will make any release to the press or other public disclosure, or make any statement to any competitor, customer, client or supplier of any Party or any other person, with respect to either the fact that discussions or negotiations have taken place concerning the Acquisition or the existence or contents of this Agreement, except for such public disclosure as may be required by law based on the good faith opinion of counsel. If any Party proposes to make any disclosure based upon such an opinion, that Party will advise the other Parties, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other Parties concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, the Parties agree that Purchaser may disclose the terms of the Acquisition to its investment bankers, lenders and their agents in connection with the financing of the Acquisition.

Joint Obligations. The following shall apply with equal force to SellerSellers, on the one hand, and Purchaser, on the other hand: (a) Each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby as soon as reasonably practicable. (b) Each Party shall promptly give the other Party written notice of the existence or occurrence of any condition or occurrence which would make any representation or warranty herein contained of either Party untrue or which might reasonably be expected to prevent the consummation of the transaction contemplated hereby. (c) No Party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party or which would result in any representation or warranty herein contained of said Party being untrue in any material respect as if originally made on and as of the Closing Date. (d) Seller The Sellers shall cooperate with Purchaser who has made or shall forthwith make all filings and perform all acts required by them respectively under the HSR Act, the Gaming Laws, liquor laws and other statutory and regulatory requirements in connection with Purchaser’s making such filings and performing such acts. (e) Without the prior consent of the other Parties (which shall not be unreasonably withheld or delayed), no Party will make any release to the press or other public disclosure, or make any statement to any competitor, customer, client or supplier of any Party or any other person, with respect to either the fact that discussions or negotiations have taken place concerning the Acquisition or the existence or contents of this Agreement, except for such public disclosure as may be required by law based on the good faith opinion of counsel. If any Party proposes to make any disclosure based upon such an opinion, that Party will advise the other Parties, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other Parties concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, the Parties agree that Purchaser may disclose the terms of the Acquisition to its investment bankers, lenders and their agents in connection with the financing of the Acquisition.

Joint Obligations. The following shall apply with equal force to Seller, on the one hand, Seller and Purchaser, on the other handBuyer: (a) Each Without implication that such laws apply to the transactions contemplated hereby, neither Seller nor Buyer shall comply with the provisions of the Parties Uniform Commercial Code or similar laws relating to bulk sales or transfers. As an inducement to Buyer to so agree, Seller (i) represents and warrants that Seller will not be rendered insolvent by the transactions contemplated by this Agreement and (ii) covenants that it will promptly pay and discharge as and when they become due all debts, obligations and liabilities that are Excluded Liabilities. Seller shall indemnify and hold Buyer Indemnitees (as herein defined) harmless against any liabilities resulting from Buyer’s waiver of any applicable bulk sales laws. (b) Seller and Buyer shall use their respective commercially reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction transactions contemplated hereby as soon as reasonably practicable. (bc) Each Party of Buyer and Seller shall promptly give the other Party written notice of the existence or occurrence of any condition or occurrence known to it which would make any representation or warranty herein contained of either Party untrue in any material respect or which might reasonably be expected to prevent the consummation of the transaction transactions contemplated hereby. (cd) No Party Neither Buyer nor Seller shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party such party or which would result in any representation or warranty herein contained of said Party made by it being untrue in any material respect as if originally made on and as of the Closing Date. (d) Seller shall cooperate with Purchaser who has made or shall forthwith make all filings and perform all acts required by them respectively under the HSR Act, the Gaming Laws, liquor laws and other statutory and regulatory requirements in connection with Purchaser’s making such filings and performing such acts. (e) Without the prior consent Seller and Buyer agree that time is of the other Parties (which shall not be unreasonably withheld or delayed), no Party will make any release to the press or other public disclosure, or make any statement to any competitor, customer, client or supplier of any Party or any other person, with respect to either the fact that discussions or negotiations have taken place concerning the Acquisition or the existence or contents of this Agreement, except for such public disclosure as may be required by law based on the good faith opinion of counsel. If any Party proposes to make any disclosure based upon such an opinion, that Party will advise the other Parties, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicableessence, and that they will in good faith consult with and consider use their respective commercially reasonable best efforts to consummate the suggestions of the other Parties concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoingtransactions contemplated by this letter on or before February 28, the Parties agree that Purchaser may disclose the terms of the Acquisition to its investment bankers, lenders and their agents in connection with the financing of the Acquisition2007.

Joint Obligations. The following shall apply with equal force to Seller, on the one hand, Seller and Purchaser, on the other hand: (a) Each Without implication that such laws apply to the transaction contemplated hereby, Seller and Purchaser shall not comply with the provisions of the Parties Uniform Commercial Code of any states relating to bulk sales. (b) Each party shall promptly give the other party written notice of the existence or occurrence of any condition which would make any representation or warranty herein contained of either party untrue or which might reasonably be expected to prevent the consummation of the transaction contemplated hereby. (c) No party shall intentionally perform any act which, if performed, or omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any party hereto. (d) Each party shall use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby as soon as reasonably practicable. (b) Each Party shall promptly give the other Party written notice of the existence or occurrence of any condition or occurrence which would make any representation or warranty herein contained of either Party untrue or which might reasonably be expected to prevent the consummation of the transaction contemplated hereby. (c) No Party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party or which would result in any representation or warranty herein contained of said Party being untrue in any material respect as if originally made on and as of the Closing Date. (d) Seller shall cooperate with Purchaser who has made or shall forthwith make all filings and perform all acts required by them respectively under the HSR Act, the Gaming Laws, liquor laws and other statutory and regulatory requirements in connection with Purchaser’s making such filings and performing such actspossible. (e) Without Purchaser, Parent and Seller shall each negotiate in good faith an Escrow Agreement among Purchaser, Parent, Seller and the prior consent Escrow Agent mutually acceptable to Purchaser and Seller and containing terms consistent with those provided for herein (the "Escrow Agreement"). (f) Seller will provide prompt notice to Purchaser and Parent, and Purchaser and Parent will provide prompt notice to Seller, of (i) the other Parties (occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which shall has caused or would be likely to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that any condition set forth in Section 7.1(a) or Section 7.2(a), as applicable, would not be unreasonably withheld satisfied and (ii) any failure of Seller or delayedPurchaser or Parent, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder such that the conditions set forth in Section 7.1(b) and Section 7.2(b), no Party will make as applicable, would not be satisfied. Should any release such fact or condition set forth in such notice require any change to the press or other public disclosure, or make any statement Schedules to any competitor, customer, client or supplier of any Party or any other person, with respect to either the fact that discussions or negotiations have taken place concerning the Acquisition or the existence or contents of this Agreement, except for Seller or Purchaser, as applicable, shall promptly deliver to the other party a supplement to the relevant section of the Schedules specifying such public disclosure changes; provided, however, that.any such supplement shall be subject to the termination provisions of Section 12.2(c) and Section 12.2(d), as may be required by law based on the good faith opinion of counselapplicable. If any Party proposes either party elects not to make any disclosure based upon such an opinionexercise its termination rights contained in and pursuant to Section 12.2(c) or Section 12.2(d), that Party will advise the other Partiesas applicable, together with the text within five (5) days of receipt of the proposed disclosuresupplement to the Schedules , as far the supplement will be deemed to have qualified the representations and warranties contained in advance this Agreement and to have cured any misrepresentation or breach of its disclosure as is practicable, and will in good faith consult with and consider the suggestions warranty that otherwise might have existed hereunder by reason of the other Parties concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, the Parties agree that Purchaser may disclose the terms of the Acquisition to its investment bankers, lenders and their agents in connection with the financing of the Acquisitiondevelopment.

Joint Obligations. The following shall apply with equal force to Seller, on Between the one hand, date hereof and Purchaser, on the other handClosing Date: (a) Each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby as soon as reasonably practicable. (b) Each Party shall promptly give the other Party written notice of the existence or occurrence of any condition or occurrence which would make any representation or warranty herein contained of either Party untrue or which might reasonably be expected to prevent the consummation of the transaction contemplated hereby. (c) No Party party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party party hereto or which would result in any representation or warranty herein contained of said Party party being untrue in any material respect as if originally made on and as of the Closing Date. , provided that (di) Seller nothing herein shall cooperate with obligate Purchaser who has made to undertake any responsibility for any Excluded Liabilities in order to obtain the agreement of any counterparty to a MCTM Customer Agreement or shall forthwith make all filings and perform all acts required by them respectively under the HSR Act, the Gaming Laws, liquor laws and other statutory and regulatory requirements in connection with Purchaser’s making such filings and performing such acts. (e) Without the prior consent of the other Parties (which shall not be unreasonably withheld or delayed), no Party will make any release Web Hosting Agreement to the press or other public disclosure, or make any statement to any competitor, customer, client or supplier form of any Party or any other person, with respect to either the fact that discussions or negotiations have taken place concerning the Acquisition or the existence or contents of this Agreement, except for such public disclosure as may be Contract Assignment required by law based on the good faith opinion of counsel. If any Party proposes to make any disclosure based upon such an opinion, that Party will advise the other Parties, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicablehereby, and will in good faith consult with and consider the suggestions of the other Parties concerning the nature and scope of the information it proposes (ii) Purchaser shall be entitled to disclose. Notwithstanding the foregoing, the Parties agree require that Purchaser may disclose the terms of the Acquisition MCTM Customer Contracts with Kxxxxx Foundation Health Plan, Inc. (“KFHP”) and American Medical Response, Inc. (“AMR”) be amended in a manner satisfactory to its investment bankersPurchaser to provide that Purchaser shall not be obligated to provide more than 150 hours of uncompensated programming services to KFHP and AMR in the aggregate during any calendar year beginning January 1, lenders and their agents 2005. (b) Each party shall promptly give the other party written notice of the existence or occurrence of any condition which would make any representation or warranty herein contained of such party untrue or which might reasonably be expected to prevent the consummation of the Transactions as a result of a failure of a condition of the other party’s performance at Closing, including but not limited to (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the financing Transactions or (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the Transactions. Seller shall promptly give Purchaser written notice of any actions, suits, claims, investigations or enforcement or compliance or other proceedings commenced, audits, inquiries or reviews, or to Seller’s knowledge, threatened against, relating to or involving or otherwise affecting the business of Seller conducted using the Purchased Assets. Purchaser shall promptly give Seller written notice of any actions, suits, claims, investigations or proceedings commenced, or to Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting Purchaser which relate to the consummation of the AcquisitionTransactions.

Joint Obligations. The following shall apply with equal ----------------- force to Seller, on the one hand, Seller and Purchaser, on the other hand: (a) Each Without implication that such laws apply to the transaction contemplated hereby and without limitation of Section 10.2(d) hereof, each of Seller and Purchaser hereby waive compliance with the provisions of any laws relating to bulk sales. (b) Seller, Purchaser and all Transferring Subsidiaries shall use their commercially reasonable best efforts to obtain all available statutory or regulatory clearances or exemptions from state and local sales, use and transfer taxes with respect to the transfer of the Parties assets purchased under the US Asset Purchase Agreement. To the extent it is determined that clearances or proof of exemption cannot be obtained from one or more of the relevant taxing authorities but the parties reasonably believe that sales, use and/or transfer tax is not due with respect to the transfer of specific assets being sold, the parties agree to obtain and be bound by the written opinion of PricewaterhouseCoopers LLP. Purchaser shall pay the cost of obtaining such opinion and shall be responsible for paying the cost arising out of or resulting from the failure to withhold or pay any such taxes at the Closing. The limitations contained in Article X shall not apply to the indemnity provided hereunder. (c) Each party shall, promptly after becoming aware thereof, give the other party written notice of the existence or occurrence of any condition which would make any representation or warranty herein contained of such party untrue or which might reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby. (d) No party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any party hereto or which would result in any representation or warranty herein contained of said party being untrue as if originally made on and as of the Closing Date (other than, in the case of Seller, changes in the ordinary course of business consistent with past practice which do not in the aggregate have a Material Adverse Effect). (e) Each party shall use its respective commercially reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby as soon as reasonably practicablepossible. (bf) Each Party Prior to the Closing Date, except as the parties may otherwise agree, the parties shall promptly give take all steps necessary to ensure that the other Party written notice information and content of any website which information and content is to be transferred to Purchaser as part of the existence or occurrence Purchased Assets is stored on a website, the Internet domain name of any condition or occurrence which would make any representation or warranty herein contained of either Party untrue or which might reasonably be expected to prevent does not include the consummation of the transaction contemplated herebyword "Danka". (cg) No Party The parties shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party or which would result in any representation or warranty herein contained of said Party being untrue in any material respect as if originally made on and as make each of the Closing DateEuropean Filings to the relevant government, regulatory, supranational or state agency, department or body (a "Relevant Agency") and take any further action necessary in connection therewith. (dh) Seller The parties shall cooperate with Purchaser who has made or shall forthwith make all filings notifications to, and perform carry out all acts consultations with, trade unions, employees, works councils and other similar bodies required by them respectively under the HSR Actlaw of the jurisdictions in which the Transferring Subsidiaries operate; provided, however, the Gaming Laws, liquor laws and other statutory and regulatory requirements in connection with Purchaser’s making parties waive any failure by the Seller to carry out any such filings and performing such actsconsultation prior to the execution of this Agreement. (ei) Without The parties will file any Notification and Report Forms and related material that they may be required to file with the prior consent Federal Trade Commission and the Antitrust Division of the other Parties (which shall not be unreasonably withheld or delayed)United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, no Party will use their commercially reasonable best efforts to obtain a waiver from the applicable waiting period, and will make any release to the press or other public disclosure, or make any statement to any competitor, customer, client or supplier of any Party or any other person, with respect to either the fact further filings that discussions or negotiations have taken place concerning the Acquisition or the existence or contents of this Agreement, except for such public disclosure as may be required by law based on the good faith opinion of counsel. If any Party proposes to make any disclosure based upon such an opinion, that Party will advise the other Parties, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other Parties concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, the Parties agree that Purchaser may disclose the terms of the Acquisition to its investment bankers, lenders and their agents necessary in connection with the financing of the AcquisitionXxxx-Xxxxx-Xxxxxx Act.

Joint Obligations. The following shall apply with equal force to Sellerthe Company, the Stockholders and the Members, on the one hand, and PurchaserPurchaser and Acquisition Sub, on the other hand: (aA) Each of the Parties parties hereto shall use commercially reasonable its best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby as soon as reasonably practicable. The Company, Stockholders and Members shall use commercially reasonable best efforts to obtain the consents to the consummation of the transaction contemplated hereby under or with respect to each lease, agreement, Permit, Environmental Permit, and other instrument, which is enumerated in SCHEDULE 3.4(A) attached hereto and Purchaser and Acquisition Sub shall cooperate with the Company with respect thereto. (bB) Each Party party shall promptly give the other Party party written notice of the existence or occurrence of any condition or occurrence which would make any representation or warranty herein contained of either Party party untrue or which might reasonably be expected to prevent the consummation of the transaction contemplated hereby. (cC) No Party party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party party hereto or which would result in any representation or warranty herein contained of said Party party being untrue in any material respect as if originally made on and as of the Closing Date. (dD) Seller shall cooperate with Purchaser who has made or The parties shall forthwith (and in any event not later than five (5) days after the date hereof) make all filings and perform all acts required by them respectively under the HSR Act, the Gaming Laws, liquor laws and other statutory and regulatory requirements in connection with Purchaser’s making such filings and performing such acts. (e) Without the prior consent of the other Parties (which shall not be unreasonably withheld or delayed), no Party will make any release to the press or other public disclosure, or make any statement to any competitor, customer, client or supplier of any Party or any other person, with respect to either the fact that discussions or negotiations have taken place concerning the Acquisition or the existence or contents of this Agreementat each party's own expense, except that Purchaser shall be responsible for paying the filing fee for Purchaser as the acquiring person. Purchaser and the Company shall coordinate and cooperate with one another in exchanging such public disclosure information and assistance as may reasonably be required by law based on the good faith opinion of counsel. If any Party proposes to make any disclosure based upon such an opinion, that Party will advise the other Parties, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other Parties concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, the Parties agree that Purchaser may disclose the terms of the Acquisition to its investment bankers, lenders and their agents necessary in connection with the financing parties obligations under this Section 3.4(D). (E) Purchaser, Acquisition Sub, the Company, the Stockholders and the Members will duly comply with all laws applicable to them and their respective business and operations and all laws, compliance with which is required for the valid consummation of the Acquisitiontransactions contemplated by this Agreement.

Joint Obligations. The following shall apply with equal force to Seller, on the one hand, ----------------- Sellers and Purchaser, on the other hand: (a) Each Without implication that such laws apply to the transactions contemplated hereby, Sellers and Purchaser shall not comply with the provisions of the Parties shall use commercially reasonable efforts laws of any states relating to take, bulk sales or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated hereby bulk transfer laws other than as soon as reasonably practicablespecifically required herein. (b) Each Party shall promptly give the other Party written notice of the existence or occurrence of any condition or occurrence which would make any representation or warranty herein contained of either Party untrue or which might reasonably be expected to prevent the consummation of the transaction contemplated hereby. (c) No Party party shall intentionally perform any act which, if performed, or intentionally omit to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by any Party party hereto or which would result in any representation or warranty herein contained of said Party party being untrue in any material respect as if originally made on and as of the Closing Date. (dc) Seller shall cooperate with Purchaser who has made Each party hereto will (i) take all commercially reasonable steps necessary, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or shall forthwith actions of, to make all filings with and perform to give all acts notices to governmental or regulatory bodies required of such parties or their Affiliates to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such governmental or regulatory bodies as such parties or such governmental or regulatory bodies may reasonably request in connection therewith and (iii) cooperate with each other as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to governmental or regulatory bodies required of each party or any of its Affiliates to consummate the transactions contemplated hereby. Each party hereto will provide prompt notification to each other party hereto or its Affiliates when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and will advise each other party hereto of any communications (and, unless precluded by law, provide copies to each other party hereto of any such communications that are in writing with any governmental or regulatory body regarding any of the transactions contemplated by this Agreement). In addition to and not in limitation of the foregoing, each party hereto will (a) comply at the earliest practicable date with any request for additional information received by each of them respectively or their Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act and (b) cooperate with each other in connection with any filing under the HSR Act, the Gaming Laws, liquor laws Act and other statutory and regulatory requirements in connection with Purchaser’s making such filings and performing such acts. (e) Without the prior consent of the other Parties (which shall not be unreasonably withheld or delayed), no Party will make resolving any release to the press investigation or other public disclosure, or make any statement to any competitor, customer, client or supplier of any Party or any other person, with respect to inquiry concerning the transactions contemplated by this Agreement commenced by either the fact that discussions or negotiations have taken place concerning Federal Trade Commission, the Acquisition Antitrust Division or the existence Department of Justice or contents of this Agreement, except for such public disclosure as may be required by law based on the good faith opinion of counsel. If any Party proposes to make any disclosure based upon such an opinion, that Party will advise the other Parties, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other Parties concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, the Parties agree that Purchaser may disclose the terms of the Acquisition to its investment bankers, lenders and their agents in connection with the financing of the Acquisitionstate attorneys general.