Exhibit 10.15
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is entered by and among the following parties:
1. SODAK GAMING INTERNATIONAL, INC., a South Dakota Corporation, with its
principal office at 0000 Xxxxx Xxxxxxx 00, Xxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxx
Xxxxxx of America, hereinafter referred to as "Sodak International";
2. SODAK GAMING, INC., a South Dakota Corporation, with its principal office at
0000 Xxxxx Xxxxxxx 00, Xxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxx of America,
hereinafter referred to as "Sodak Gaming";
hereinafter each referred to as "Seller" and jointly referred to as "Sellers"
3. PRO-GAMING CONSULTANTS LTD., a company organized and existing under the laws
of British Virgin Islands, with its principal office at X.X Xxx 0000, Xxxx Xxxx,
Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx, hereinafter referred to as "Buyer" and,
4. XXXXXXX XXXXX, Brazilian citizen, married, businessman, bearer o identity
card IFP/RJ no. 05538136-2 and taxpayer registration no. 000.000.000-00,
resident and domiciled at Rua Xxxxxxxxxx Xxxxxxxxx, no. 581, CO 00, Xxx xx
Xxxxxxx, XX, Xxxxxx, hereinafter referred to as XXXXXXX;
5. XXXXXXX XXXXX, Brazilian citizen, single, businessman, bearer o identity card
SSP/SP no. 6921978 and taxpayer registration no. 905350498-20 resident and
domiciled at Xxx Xxxxx Xxxxxxxx 00/000 Xxx xx Xxxxxxx, XX, Xxxxxx, hereinafter
referred to as XXXXXXX;
6. XXXXX XXXXXX, Brazilian citizen, married, businessman, bearer o identity card
OAB/RJ no. 49332 and taxpayer registration no. 702330127-53 resident and
domiciled at Xxx Xxxxxx xx. 00 / 0000 Xxxxxx - Xxx xx Xxxxxxx, XX, Xxxxxx,
hereinafter referred to as ANDRE and;
7. XXXXXX XXXXXXXXX, Brazilian citizen, widowed, businessman, bearer o identity
card IRP/RJ no. 05610024-1 and taxpayer registration no. 705368807-00 resident
and domiciled at Xxx Xxxxx Xxxxxxxx 00/000 Xxx xx Xxxxxxx, XX, Xxxxxx,
hereinafter referred to as MARCUS.
hereinafter jointly and severally referred to as "Guarantors"
Whereas pursuant to the terms and conditions of this Agreement, Sellers desire
to sell to Buyer and Buyer to purchase from Sellers, 6,000,000 quotas, with a
par value of R$ 1,00 each, representing all the issued and outstanding quotas of
SODAK GAMING DO BRASIL LTDA., a Brazilian Limited Liability Company, with its
head offices at Xxx Xxxxxx Xxxxx, xx. 00, xxxx 0000, Xxx xx Xxxxxxx, XX, Xxxxxx,
taxpayer registration no. 00.810.201/0001-54, hereinafter called "Sodak Brasil"
or the "Company";
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, agreements and conditions set forth
herein and therein and intending to be legally bound hereby and thereby, the
parties hereto agree as follows:
1. PURCHASE AND SALE OF THE QUOTAS
1.1. Subject to the provisions of this Agreement, at the closing provided for in
Section 1.4. hereof (the "Closing"), Sellers will sell and assign to Buyer
6,000,000 quotas, representing all of the issued and outstanding quotas of Sodak
Brasil (the "Quotas"), and Buyer will purchase, acquire and accept from Sellers
the Quotas.
1.1.1. Subject to the provisions of this Agreement, at the Closing, Sodak
International will sell and assign to Buyer 5,975,000 quotas, representing
approximately 99.59% of Sodak Brasil legal capital, and Sodak Gaming will sell
and assign to Buyer 25,000 quotas of Common Stock representing .41% of SODAK
BRASIL legal capital.
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1.2. CONSIDERATION - Subject to the terms and conditions of this Agreement, in
consideration of the aforesaid sale, assignment of the Quotas, Buyer shall pay
or cause to be paid to Sellers at the Closing in cash the total Purchase Price
of US$ 1,000, by wire transfer of immediately available funds, in accordance
with Section 1.2.1., to such bank accounts as shall be designated by each of the
Sellers to Buyer (the "Purchase Price").
1.2.1. The Purchase Price will be divided among the Sellers as follows: (a)
Sodak International shall receive US$ 996.00 (b) Sodak Gaming shall receive US$
4.00
1.2.2. The Payment of the Purchase Price
The Purchase Price shall be paid to Sellers at Closing, as defined in Clause
1.4. below, in the amount and proportion established in Clauses 1.2. and 1.2.1.
1.3. Sellers upon full receipt of the Purchase Price at Closing will deliver to
Buyer full and complete receipts of the Purchase Price.
1.4. CLOSING - Closing of the transactions contemplated by this Agreement shall
take place as promptly as practicable, and in any event no later than August 10,
1998, upon the satisfaction or waiver of all of the conditions to Closing set
forth in Section 4 hereof, at 10:00 hs. local time at the offices of Escritorio
de Advocacia Gouvea Xxxxxx, Xx. Xxx Xxxxxx, Xx. 00, Xxx xx Xxxxxxx, XX, or on
such other date or at such other place as the parties may agree. The date of
Closing is referred to as the "Closing Date."
1.5. TRANSFER OF QUOTAS - At Closing and upon full receipt of the Purchase
Price, Sellers will execute and deliver to Buyer an amendment to the Social
Contract of Sodak Brasil transferring and assigning the Quotas to Buyer.
1.5.1. The amendment to the Company's Social Contract, which shall be filed
before the Rio de Janeiro Board of Trade, shall be substantially in the form of
the draft attached hereto as Exhibit No. 1.
1.6. TERMINATION OF THE EMPLOYMENT AGREEMENTS - The termination of the
Employment Agreements shall become effective on the Closing Date once all
closing documents have been executed and the transfer of shares has been made
between Sodak International and Sodak Gaming, Inc. to the Buyer. And the
termination compensation has been received by the Guarantors.
1.6.1. The Termination Agreements shall contain the usual clauses and shall
contemplate that neither Sodak International nor Sodak Gaming will have further
obligation whatsoever under the Employment Agreements signed with the Guarantors
and that the Guarantors, jointly and severally, shall save and hold Sellers
harmless from any liability concerning said Employment Agreements, including any
claims for Brazilian/ United States taxes and labor benefits.
2. REPRESENTATIONS AND WARRANTIES BY SELLERS - Each Seller represents and
warrants to Buyer as follows:
2.1. Ownership of Quotas - Sellers shall be on Closing Date the lawful owners of
the Quotas indicated in Section 1.1 hereof, all of which on the Closing Date
shall be registered in the Sellers' name.
2.1.1. Sellers shall have on the Closing Date good title to the Quotas free and
clear of all liens, encumbrances, restrictions and claims of every kind and
there are and on Closing Date there shall be no judicial or administrative
proceedings of any kind, either filed or, to the best of Sellers' knowledge,
threatened to be filed, which would prevent the transfer of Quotas herein
contemplated, except for as mentioned.
2.1.2. Sellers have full legal right, power and authority to enter into this
Agreement and, after satisfaction of the conditions set forth in Section 4.
shall have full legal right, power and authority to sell and transfer the Quotas
so owned by them pursuant to this Agreement.
2.1.3. The assignment to Buyer of the Quotas pursuant to the provisions of this
Agreement will transfer to Buyer valid title thereto, free and clear of all
liens, encumbrances, restrictions and claims of every kind, except any liens,
encumbrances, restrictions or claims which arise because of actions taken by, or
the status of, Buyer.
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2.1.4. Existence and Good Standing of Sodak Brasil - Sodak Brasil is a limited
liability company ["Sociedade por Quotas de Responsabilidade Limitada"] duly
organized, validly existing and in good standing under the laws of Brazil and is
duly licensed to conduct its business in Brazil.
2.2. Agreement - This Agreement constitutes a valid and legally binding
obligation of the Sellers, enforceable against Sellers, in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws, now or hereafter in effect affecting
generally the enforceability of creditors' rights and equitable remedies.
2.3. Effect of Agreement - Except for the applicable requirements listed in
Section 4, neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated herein will (i) violate the
By-Laws of Sodak Brasil, (ii) violate any statute, ordinance, regulation, order,
judgment, or decree of any court or governmental agency of Brazil, applicable to
Sellers or the Company, (iii) conflict with, result in a breach of any of the
terms of, constitute a default under, result in the termination of, or result in
the creation of any lien pursuant to the terms of, any material contract or
agreement to which Sellers or the Company are parties, except in the case of
clauses (ii) and (iii) hereunder where such violation, conflict, breach,
default, termination or lien would not have a material adverse effect on the
business, financial condition or results of operations of the Company.
2.4. Legal Capital of Sodak Brasil - The Company's subscribed capital is
$6,000,000 (Six Million Reias) divided into 6,000,000 Quotas, with par value of
R$1,00 each, and the amount paid in is R$ 5,669,516.87 (Five Million Six Hundred
Sixty-Nine Thousand, Five Hundred Sixteen Reias and eighty seven cents).
2.4.1. All the quotas of Sodak Brasil have been fully subscribed to and the
amount paid in is mentioned in 2.4. There are no outstanding options, warrants,
rights, calls, commitments, conversion rights, rights of exchange, plans or
other agreements of any character providing for the purchase, issuance or sale
of the capital stock of Sodak Brasil other than contemplated by this Agreement.
2.5. Contracts - To the best of Sellers' knowledge, all material contracts to
which Sodak Brasil currently is a party are listed on Exhibit No. 2 hereto.
2.6. Assets - Exhibit No. 3 contains a list of machines and equipment and other
assets of Sodak Brasil.
2.7. Sodak Brasil ordinary course of Business - Until Closing, Sellers will
cause the management of Sodak Brasil to conduct its respective business in the
ordinary and customary course of business and will cause Sodak Brasil to refrain
from any conduct departing from such ordinary and customary course of business,
unless Buyer shall have given its prior written consent.
2.8. No Implied Representation or Warranties - The Quotas, machines, equipment
and any other assets of Sodak Brasil are being transferred and conveyed to the
Buyer on an "as is", "where is" basis without representation or warranty express
or implied as to any matter not expressly set forth as a representation or
warranty of a Seller in this Agreement. Except as set forth as a representation
or warranty of a Seller in this Agreement, the Sellers do not represent or
warrant the completeness or accuracy of any Sodak Brasil's financial statements,
inventories, books or records, property and equipment accounts, customer lists,
the existence or absence of contingent or other claims which have been or may be
asserted against Sodak Brasil, the accuracy or completeness of tax records or
tax returns filed or to be filed by Sodak Brasil, the adequacy of Brazilian and
other taxes paid or to be paid by or for it, or any other matter not expressly
represented and warranted in this Agreement, being understood that Buyer has
conducted its own independent review and analysis to satisfy itself about such
matters, pursuant to Section 3.5.
3. REPRESENTATIONS AND WARRANTIES OF BUYER - Buyer and the Guarantors, jointly
and severally, represent and warrant to Sellers as follows:
3.1. Organization and Authority - Buyer is duly organized and validly existing
and in good standing under the laws of British Virgin Islands, and is duly
licensed to conduct its business. The execution and delivery of this Agreement
by Buyer, the performance by Buyer of its representations, warranties, covenants
and agreements hereunder, and the consummation by Buyer of the transactions
contemplated hereby have been duly authorized by all necessary corporate action.
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3.2. Agreement - This Agreement constitutes a valid and legally binding
obligation of Buyer enforceable against Buyer in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws, now or hereafter in effect affecting
generally the enforceability of creditor's right and equitable remedies.
3.3. Effect of Agreement - Neither the execution and delivery of this Agreement,
nor the consummation of the transactions contemplated hereby, will (i) violate
any provision of the organizational documents of Buyer, or (ii) violate any
statute, ordinance, regulation, order, judgment, or decree of any court or
governmental agency with jurisdiction over Buyer, or (iii) conflict with, result
in a breach of any of the terms of, constitute a default under, result in the
termination of, or result in the creation of any lien pursuant to the terms of,
any material contract or agreement to which Buyer are parties, except in the
case of clauses (ii) and (iii) hereunder where such violation, conflict, breach,
default, termination or lien would not have a material adverse effect on the
business, results of operations or financial condition of the Company.
3.4. Litigation and Related Matters - As of the date hereof, there is no
litigation, proceeding, or investigation pending, or to the best of Buyer'
knowledge, threatened, in court or before any court, governmental, regulatory or
administrative authority relating to Buyer or relating to this Agreement or to
the transactions contemplated hereby.
3.5. Investigation by Buyer - Buyer has conducted its own independent review and
analysis of the business, operations, assets, liabilities, results of
operations, financial condition and prospects of Sodak Brasil, including,
without limitation, the agreements with Arpoador Rio Empreendimentos e
Participacoes Ltda, dated December 8, 1997, Jockey Club of Rio Grande do Sul,
dated January 12, 1998, Jockey Club Brasileiro in Rio de Janeiro dated March 31,
1998, the three agreements based upon Law no. 8.672 of July 06, 1993, Lei Zico
with CBF dated June 30, 1996, MCA dated May 17, 1996, and ANC dated July 10,
1996, which have been considered as good, accurate and reliable, hereby
irrevocably and irretrievably releasing Sellers of any liability or asset
insufficiency whatsoever of Sodak Brasil, including, but not limited, to
commercial, administrative, fiscal, labor or social security obligations or
claims, including those relating to fiscal and social contributions, such as
ISS, INSS, FGTS, potential PIS/COFINS of the Company and the Federacao de
Atletismo do Estado do Rio de Janeiro.
3.5.1. In entering into this Agreement, except with respect to the
representations and warranties set forth in Article 2 hereof, Buyer has relied
solely upon its own investigation and analysis and Buyer (a) acknowledge that
neither Sellers nor the Company nor any of their directors, officers, employees,
affiliates, controlling persons, agents or representatives (such directors and
other persons and entity are collectively referred to as "Representatives")
makes or has made any representation or warranty, either express or implied, as
to the accuracy or completeness of any of the information provided or made
available to Buyer or their Representatives and (b) agree, to the fullest extent
permitted by law, that Sellers and the Company and their Representatives shall
not have any liability or responsibility whatsoever to Buyer or their
Representatives on any basis (including, without limitation, in contract or
tort, under federal or state securities laws or otherwise) based upon any
information provided or made available, or statements made, to Buyer or their
Representatives (or any omissions therefrom), including, without limitation, in
respect of the specific representations and warranties of Sellers set forth in
Article 2 of this Agreement, except as and only to the extent expressly set
forth herein with respect to such representations and warranties and subject to
the limitations and restrictions contained herein have relied solely upon its
own investigation and analysis.
3.5 2. Operating Expense - Seller is responsible for the cost and payment of all
normal business operating expenses of the Company up and through July 31, 1998.
Thereafter, all operating expenses of the Company are the sole and exclusive
responsibility of the Buyers and/or Guarantors. However, it is clearly
understood that any and all obligations and/or expenses of the Company required
pursuant to an agreement between the Company and the Jockey Club Brasileiro in
Rio de Janeiro dated March 31, 1998 are the sole and exclusive payment
responsibility of Buyer and Guarantors, even though said obligations and/or
expenses become due and owing prior to or upon July 31, 1998.
4. CONDITIONS OF CLOSING
4.1. The obligation of Sellers to consummate the transactions contemplated
hereby is subject to the satisfaction or waiver at or prior to the Closing of
the following conditions:
a) Evidence satisfactory to Sellers that the trade xxxx "Sodak" has been
properly assigned from the Company to Sodak Gaming free of charge
b) approval by the Board of Directors and/or the Capital Committee of Sodak
Gaming of the transaction contemplated herein.
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4.2 Sodak International shall assign, immediately after closing, to Buyer the
agreement dated January 05, 1998, being agreed upon that Buyer shall assume the
obligation to pay Unitec Consultores Tecnicos Associados Ltda. 14% of all
revenues earned by Sodak Brasil from operations at Jockey Club Brasileiro. The
Assignment Agreement shall be substantially in the form of the draft attached
hereto as Exhibit No. 4.
5. COVENANTS
5.1. Buyer and/or the Guarantors undertake that they shall be jointly and
severally responsible for defending any known or unknown, past, present or
future claims and lawsuits, if any, when the claim is made against one or both
of the Sellers and shall be responsible for paying the legal costs of defending
each of the Sellers and shall deposit securities, pay and satisfy any judgments
entered against each of the Sellers.
5.2. Buyers and the Guarantors agree to assume on Closing Date all pre-existing
obligations of each of the Sellers related to activities from their ownership of
Sodak Brasil.
5.3. Buyers and the Guarantors undertake not to perform any act that will give
cause to a third party to file a claim against each of the Sellers.
5.4. Buyers and the Guarantors shall not use, in any event, the funds deposited
in the escrow account no. 36240-7 at Banco Itau S/A, Brancy 0540, at Av. Rio
Xxxxxx 86 A, other than to pay the ISS liability to the City of Rio de Janeiro,
as described in Exhibit No. 5.
5.4.1. Exhibit No. 6 contains the list of the persons which will replace Messrs.
Vitor Xxxxxxx xx Xxxxx and Xxxxxx Xxxxxxx Xxxxxx Xxxxx, as the authorized
persons to sign on the account of the escrow account.
5.5. Buyer, immediately after being aware of the start of any actual or
threatened audit or review by any governmental authorities in Sodak Brasil,
shall give proper notice, in writing, to Sellers. It is agreed that Buyer and
the Guarantors shall fully cooperate and give any information necessary to any
internal investigation concerning activities of Sodak Brasil prior to and up to
Closing Date and shall cooperate and give any information or inquiry made by
Sellers and/ or relating to any regulatory or other government inquiry.
5.6. Sellers, at specific request from Buyer, undertake to cause Sodak Brasil to
dismiss the employees listed in Exhibit No. 7, attached hereto. It is agreed by
the parties that as to the employees listed in Exhibit No. 7, Seller shall be
responsible for the payments of any and all obligations related to dismissal of
such employees. Sellers financial obligation for termination of the employees
listed in Exhibit No. 7, with the exception of Xxxxxxxx Xxxxxx, will be US
$51,291.00. Any and all other employees of Sodak Brasil are the sole and
exclusive responsibility of Buyer and Guarantors, who shall be solely
responsible for the payment of any and all obligations related to the dismissal
of such employees.
5.7. The Buyer has not made and shall not make any claim against Sellers or any
of their directors, officers, employees, agents or representatives with respect
to any liability of any member of Sellers to Guarantors whether such liability
is disclosed or undisclosed, contingent or otherwise, or known or unknown to
Sellers.
5.8. Buyer and the Guarantors agree that they will be jointly and severally
responsible with Sodak Brasil on the obligations assumed by Sodak Brasil under
the three written agreements between Sodak Brasil with CBF - Brazilian Soccer
Federation dated on or about the 30th day of June, 1996, MCA Publicidade Inc.,
dated on or about the 17th day of May, 1996, and ANC - Communication and
Marketing, Inc. dated on or about the 10th day of July, 1996, if and when a
claim is made by CBF, MCA and ANC against one or both of the Sellers.
5.9. If and whenever Sellers are notified of a liability claim for any debt or
obligation, which payment or fulfillment is an obligation of Buyer and of the
Guarantors under this Agreement, Sellers shall, within a period not to exceed 10
(ten ) business days, give immediate and proper notice to Buyer and to the
Guarantors, in order to enable them to exercise their right of defense, and the
subject notice must contain the details of the liability claimed against the
Sellers with supporting documentation, if any (hereinafter Notice of Claim).
Untimely notice by Seller shall not affect the ongoing obligation of Buyer and
Guarantors under this Agreement. Sellers understand that if notification by
Sellers to Buyer and/or Guarantors is untimely it may cause waiver of certain
procedural and/or substantive rights in terms of any defenses that may be raised
by Sellers and if untimely notice is the fault of Sellers, Buyer and Guarantors
are absolved of liability for said waivers.
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5.9.1. Whenever as a result of the Notice of Claim given under Section 5.4., any
sum must be paid by Buyer in accordance with the terms of Section 5.1., Buyer
must advise Sellers by written notice, within 10 (ten) days after the receipt of
the notice given by Buyer, that (i) it shall proceed with the payment of the
full amount of the claim; or (ii) it shall defend such claim administratively
and/or judicially, making such deposit or other payment as may be required to
prevent a forfeiture or default, if and when required by the law and/or court
order.
5.9.2. If Buyer elects to defends the claim, Sellers shall designate the
lawyer(s) to properly act envisaging the legal measures referred to hereunder
and Buyer shall bear all costs involved in such defense including the posting of
bonds or the deposits of monies necessary to secure the payment of such third
party claims, if and when required by the law and/or court order.
5.10. At closing, all the trademarks and trade names of the Company shall be
held in the name of Sodak Gaming, which shall license the use of the trademark
and the trade name "Sodak" to Sodak Brasil for a period of 6 (six) months, as of
the Closing Date. For that purpose, the parties shall execute on Closing a
trademark License Agreement.
5.10.1. Buyer agrees to cause the Company to delete from its trade name
(denominacao social) upon expiration of the 6 (six) month period referred to
above, the trademark/name "Sodak."
5.11. Buyer agrees that it is its sole responsibility to pay in the remaining
subscribed capital of the Company.
6. MISCELLANEOUS
6.1. Notices - All notices, requests, or instructions hereunder shall be in
writing and delivered personally or sent by facsimile, registered or certified
mail, as follows:
If to Buyer:
Sodak Gaming do Brasil, Ltda.
Fax: 000 00 00 000 0000
Attention: Xxxxx Xxxxxx
If to Sellers:
Sodak Gaming, Inc.
Fax: 000 000-0000
Attention: Xxxxxxx X. Xxxxxxxx
and copy to:
Legal Department
Fax: 000 000-0000
Attention: Xxxxxxx X. Xxxxxxxx
If to the Guarantors:
Sodak Gaming do Brasil
Fax: 000 00 00 000 0000
Attention: Xxxxx Xxxxxx
Any of the above addresses and Company name may be changed at any time by notice
given as provided above, provided, however, that any such notice or change of
address shall be effective only upon receipt.
6.3. Entire Agreement and Amendment - This Agreement and the documents referred
to herein contain the entire agreement, and shall supersede all oral
understandings, among the parties thereto with respect to the transactions
contemplated hereby, and no amendment or modification hereof shall be effective
unless in writing and signed by all the parties hereto.
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6.4. Expenses - Each of the parties hereto shall bear such party's own expenses,
including travel and legal expenses, in connection with this Agreement and the
transactions contemplated hereby.
6.5. Governing Law; Submission to Jurisdiction - This Agreement shall be
governed by and construed in accordance with the laws of the Federative Republic
of Brazil (regardless of the laws that might otherwise govern under the
applicable principles of conflicts of laws thereof).
6.5.1. The Parties agree that in regard of any dispute arising in connection
with the present contract, the parties undertake to make their best effort to
negotiate in good faith in order to reach an amiable solution to such dispute.
6.5.2. In the event that such amiable solution can not be reached the dispute
will finally settled under the Rules of Conciliation and Arbitration of the
International Chamber of Commerce by one or more arbitrators appointed in
accordance with the said Rules.
6.5.3. The arbitration will be in Xxx xx Xxxxxxx, XX, Xxxxxx, and arbitration
procedure will be conducted in the English language.
6.6. Beneficiary and Assignment - This Agreement shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
permitted assigns, but neither this Agreement nor any of the rights or
obligations hereunder shall be assigned by any of the parties hereto without the
prior written consent of the other.
6.7. Waiver and Modification - No waiver of any term, provision or condition of
this Agreement, whether by conduct or otherwise, in any one or more instances
shall be deemed to be or construed as a further or continuing waiver of any such
term, provision or conditions of this Agreement. This Agreement is irrevocable
and cannot be terminated, unless (a) by mutual and written agreement of the
Parties.
6.8. Exhibits - Each Exhibit hereto and all the provisions thereof are hereby
incorporated into this Agreement by reference and form a part hereof as if fully
set forth herein.
6.9. Headings - The headings of the various Sections hereof are for convenience
of reference only and shall not affect the meaning or the construction of any
provision hereof.
6.10. Survival of Representations - The representations and warranties of
Sellers and Buyer contained in this Agreement shall survive the closing date and
the consummation of the transactions contemplated by this Agreement, for a
period of Ten (10) Years from the Closing.
6.11. Severability - The unenforceability or invalidity of any Section or
provision of this Agreement shall not affect the enforceability or validity of
this Agreement.
6. 12. Counterparts - This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
6.13. Language - This Agreement is being executed in English.
6.14. Neither party to this agreement may, without the prior written consent of
the other party, issue or allow any public release of information regarding the
agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
in the presence of two witnesses.
Rapid City, South Dakota, U.S.A. July , 1998.
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PRO-GAMING CONSULTANTS, LTD.
By:
Name: Xxxxx Xxxxxx
Title: Attorney in Fact
By:
Name: Xxxxxxx Xxxxx
Title: Attorney in Fact
By:
Name: Xxxxxx Xxxxxxxxx T
Title: Attorney in Fact
SODAK GAMING INTERNATIONAL INC.
By:
Name: Xxxxxx X Xxxxxxx
Title: Chief Operating Officer
SODAK GAMING, INC.
By:
Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Operating Officer
GUARANTORS:
XXXXXXX XXXXX
Guarantor
XXXXXXX XXXXX
Guarantor
XXXXX XXXXXX
Guarantor
XXXXXX XXXXXXXXX
Guarantor
Witnesses:
1.
2.
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