Exhibit 10.8
XXXX OF SALE
This XXXX OF SALE (this "Xxxx of Sale"), dated as of February 15, 2006, by
and between Gaming & Entertainment Group, Inc., a Utah corporation, and Gaming &
Entertainment Technology Pty Limited, an Australian corporation (together,
"Seller"), in favor of Cantor G&W (Nevada), L.P., a Delaware limited partnership
("Purchaser"). Capitalized terms used herein without definition shall have the
meanings assigned to them in the Asset Purchase Agreement (as defined below).
WHEREAS, pursuant and subject to the terms of the Asset Purchase Agreement
(the "Purchase Agreement"), dated as of February 15, 2006, between Purchaser and
Seller, Seller agreed to sell, transfer, deliver, convey and assign to
Purchaser, and Purchaser agreed to acquire, the Assets (as defined therein);
NOW THEREFORE, as contemplated by the Purchase Agreement and for other
good and valuable consideration, receipt and sufficiency of which are hereby
acknowledged, Seller, by this Xxxx of Sale, does hereby grant, sell, assign,
convey, transfer and deliver to Purchaser, its successors and assigns forever,
all of Seller's right, title and interest in and to the Purchased Assets, in
each case free and clear of liens, charges, encumbrances, claims and security
interests.
Nothing contained in this Xxxx of Sale shall in any way supersede, modify,
replace, amend, change, rescind, waive, exceed, expand, enlarge or in any way
affect the provisions of the Purchase Agreement, including the warranties,
covenants, agreements, conditions and representations contained in the Purchase
Agreement and, in general, any of the rights and remedies, and any of the
obligations and indemnification, of Seller or Purchaser set forth in the
Purchase Agreement. This Xxxx of Sale is intended only to effect the transfer of
certain property, the transfer of which is contemplated in the Purchase
Agreement and shall be governed in accordance with the terms and conditions of
the Purchase Agreement. To the extent any provision of this instrument is
inconsistent with the Purchase Agreement, the provisions of the Purchase
Agreement shall control.
Seller hereby covenants and agrees, in connection with the Purchase
Agreement and this Xxxx of Sale, and the transactions contemplated thereunder
and hereunder, promptly to execute and deliver any additional documents and
instruments and perform any additional acts that may be reasonably necessary or
desirable to effectuate and perform more fully the provisions of the Purchase
Agreement and this Xxxx of Sale.
Seller hereby grants its power-of-attorney to Purchaser and hereby
appoints Purchaser as Seller's attorney-in-fact to take any appropriate action
in connection with the Purchased Assets, in the name of Seller or in its own or
any other name, it being understood that this authorization and
power-of-attorney are coupled with an interest and are irrevocable.
Seller covenants and agrees, in connection with the Purchase Agreement and
this Xxxx of Sale, promptly to execute and deliver any additional documents and
instruments and perform any additional acts that may be reasonably necessary or
desirable to effectuate and perform more fully the provisions of this Xxxx of
Sale and the assignments provided for herein.
This Xxxx of Sale (a) is executed pursuant to the Purchase Agreement and
may be executed in two counterparts, each of which as so executed shall be
deemed to be an original, but all of which together shall constitute one
instrument, (b) shall be governed by and in accordance with the internal laws of
the State of New York, without regard to the principles of conflicts of law
thereof, and (c) shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, Seller has caused this Xxxx of Sale to be duly executed and
delivered as of the date first written above.
GAMING & ENTERTAINMENT GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
[SIGNATURE PAGE TO XXXX OF SALE]
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