PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement") is executed as of
the 14th day of August 1998, by and between Casinovations
Incorporated, a Washington corporation ("Purchaser"), Gaming 2000
LLC, a Nevada limited-liability company ("Gaming 2000"), and
Xxxxxxx X. X'Xxxx, Xx. ("X'Xxxx"), an individual (collectively
Gaming 2000 and O'Hara, "Seller").
RECITALS
Whereas, Seller owns certain equipment and products as set
forth on Schedule A attached hereto and incorporated herein by
this reference and is also is a party to certain game and
distribution agreements as set forth on Schedule B attached
hereto and incorporated herein by this reference (collectively
the "Assets");
Whereas, pursuant to the terms and conditions set forth
herein, Seller desires to sell and assign the Assets to
Purchaser, and Purchaser desires to purchase and acquire same
from Seller;
Now, Therefore, in consideration of the several and mutual
promises, agreements, covenants, understandings, undertakings,
representations and warranties hereinafter set forth, and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Purchaser
agree that the Recitals are true and correct and by this
reference incorporated herein as if fully set forth, and Seller
and Purchaser further covenant and agree as follows:
1. SALE OF THE ASSETS. Subject to the terms and
conditions contained herein, Seller shall sell, transfer, assign
and deliver to Purchaser and Purchaser shall purchase and acquire
from Seller, all right, title and interest of Seller in and to
the assets, properties, rights (contractual or otherwise) and
business of Seller relating to the Assets, wherever located, as
follows:
a. All equipment (including, without limitation,
computer hardware, systems, display boards and xxxxx),
tools, parts, supplies, inventory and other tangible
personal property as disclosed on Schedule A attached
hereto;
b. All transferable franchises, licenses, permits,
consents, authorizations, approvals and certificates of any
regulatory, administrative or other governmental agency or
body (to the extent the same are transferable);
c. All patents, rights under patent cooperation
treatises, inventions, trade secrets, processes, proprietary
rights, proprietary knowledge, computer software,
trademarks, names, service marks, trade names, copyrights,
symbols, logos, franchises, blueprints and permits and all
applications therefor, registrations thereof and licenses,
sublicenses or agreements in respect thereof, which Seller
owns or has the right to use or to which Seller is a party,
and all transferable filings, registrations or issuances of
any of the foregoing with or by any federal, state, local or
foreign regulatory, administrative or governmental office;
d. All contracts, distribution agreements, contract
rights, license agreements, franchise rights and agreements,
policies, purchase and sales orders, quotations and
executory commitments, instruments, third party guaranties,
indemnifications, arrangements and understandings, whether
oral or written, to which Seller is a party (whether or not
legally bound thereby) (collectively, the "Contracts"),
including without limitation, the Contracts associated with
the games listed on Schedule B attached hereto. Purchaser
hereby accepts the foregoing conveyance, sale, transfer,
assignment and delivery of the Contracts, and promises and
agrees to perform the liabilities and obligations of Seller
arising under the Contracts specifically listed in Schedule
B to the extent such liabilities and obligations are
incurred and are first required to be performed after the
date of this Assignment; provided, however, that Purchaser
shall only be obligated to assume the Contracts listed on
Schedule B to the extent that such Contracts have been
identified by Seller to Purchaser and accepted in writing by
Assignee;
e. All documents, customer lists, files, papers and
records relating to the Assets; and
f. All goodwill relating to the Assets.
All of the assets, properties, rights (contractual and
otherwise) and business to be conveyed, sold, transferred,
assigned and delivered to Purchaser pursuant to this Section 1
are hereinafter collectively referred to as the "Assets" and are
set forth explicitly in Schedule A and Schedule B. Each
reference in this Agreement to an exhibit or schedule shall mean
an exhibit or schedule attached to this Agreement and
incorporated into this Agreement by such reference.
2. PURCHASE PRICE. Subject to the terms and conditions
set forth in this Agreement, Purchaser shall pay to Seller
Seventy-Five Thousand and no/100ths Dollars ($75,000.00) in the
form of 30,000 shares of common stock, par value $.001 (the
"Common Stock") of Purchaser.
3. ASSIGNMENTS AND ASSUMPTION OF LIABILITIES. Except as
specifically set forth in Schedule B attached hereto, Purchaser
assumes no additional liabilities previously incurred by Seller,
Seller's employees, agents or representatives in connection with
the Assets.
4. REPRESENTATIONS OF SELLER. In order to induce
Purchaser to enter into this Agreement, Seller represents and
warrants to Purchaser that the statements contained in this
section are, as of the date hereof, true, correct and complete:
a. ORGANIZATION. Seller is a limited-liability
company duly organized, validly existing and in good
standing under the laws of the State of Nevada, and has all
necessary powers to own its properties and to carry on its
business as now owned and operated by it.
b. AUTHORIZATION. Seller's sole member has duly
authorized and approved the execution of this Agreement and
the sale of the Assets as required under Nevada law or, if
applicable, under Seller's operating agreement (the
"Operating Agreement").
c. MARKETABLE TITLE. Seller is the sole owner of all
the Assets to be sold and transferred to Purchaser, and no
other person, firm or corporation has any interest or
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rights in respect of such Assets. Seller has good and
marketable title to all of the Assets, and all such Assets,
are free and clear of any mortgages, pledges, liens,
restrictions, security interests and encumbrances of any
kind whatsoever.
d. EXECUTION AND DELIVERY. The execution and
delivery of this Agreement and other related documents by
Seller, and the performance by Seller of the transactions
contemplated herein and therein, have been duly authorized
by the managers and members of Seller and will be binding
upon Seller in accordance with their terms.
e. TRANSACTION NOT A BREACH. The execution and
performance of this Agreement and other related documents by
Seller will not result in any violation of, or be in
conflict with, any term or provision of (i) the Articles of
Organization or Operating Agreement of Seller, (ii) any
contract to which Seller is a party, or (iii) to the best of
Seller's knowledge after due inquiry, any law, ordinance,
rule, statute, order, judgment or decree to which Seller is
subject.
f. LITIGATION. To the best of Seller's knowledge,
there are no investigations, actions, suits, complaints or
other proceedings of any character pending, or otherwise
threatened or asserted against or involving Seller which
could reasonably be expected to affect the title to the
Assets, at law or equity or before any federal, state or
other governmental agency or instrumentality.
g. CONFLICTING RIGHTS. There exists no rights in any
other person, corporation or entity to purchase the Assets
or membership interests of any outstanding rights of first
refusal in respect of same. Neither the execution of this
Agreement nor the transactions contemplated by this
Agreement shall violate any of the terms and conditions of
any agreement giving any person or entity rights in Seller's
Assets or membership interests.
5. APPROVAL OF GAMING AUTHORITIES. This Agreement and the
transfer of the Assets are subject to receipt of approval from
the applicable gaming regulatory authorities. Seller will
cooperate in assisting Purchaser in the preparation and
prosecution of any gaming applications to the extent reasonably
necessary, where such gaming application must be made and filed
by Buyer
6. MISCELLANEOUS.
a. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Nevada in effect on the date of this Agreement without
resort to any conflict of laws principles, and the courts of
the State of Nevada shall have sole and exclusive
jurisdiction over any matter brought under, or by reason of,
this Agreement.
b. COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one
instrument.
c. BINDING EFFECT. This Agreement shall be binding
upon and inure to the benefit of the parties and their
respective successors, predecessors, parents, affiliates,
subsidiaries,
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divisions, officers, directors, shareholders, employees,
advisors, consultants, insurers, attorneys, heirs,
executors, administrators and any persons claiming rights
by, through or under them.
d. NOTICES. All notices and other communications
required or permitted hereunder shall be in writing and
shall be deemed to have been duly given if delivered or
mailed, first class postage prepaid, to the address of the
particular party as set forth below or such other address as
any party may designated from time to time.
If to Seller: Gaming 2000, LLC
000 Xx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxx 00000
If to Purchaser: Casinovations Incorporated
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
e. NON-WAIVER. No delay or failure by either party
to exercise any right hereunder, and no partial or single
exercise of any such right shall constitute a waiver of that
or any other right.
f. HEADINGS. Headings in this Agreement are for
reference and convenience only and shall not be used to
interpret or construe the provisions of this Agreement.
g. ENTIRE AGREEMENT; MODIFICATION. This Agreement,
including the schedules attached hereto, supersedes all
prior agreements or understandings of the parties hereto and
constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof. This Agreement
may not be amended or modified except by an express writing
executed by the parties hereto.
h. NEUTRAL INTERPRETATION. The provisions contained
herein shall not be construed in favor of or against any
party because that party or its counsel drafted this
Agreement, but shall be construed as if all parties prepared
this Agreement, and any rules of construction to the
contrary are hereby specifically waived. The terms of this
Agreement were negotiated at arm's length by the parties
hereto.
i. PARTIAL INVALIDITY. If any term, condition,
covenant, or provision of this Agreement, or any application
thereof, shall be held by a court of competent jurisdiction
to be invalid, void or unenforceable, all provision,
covenants, and conditions of this Agreement and applications
thereof, not held invalid, void or unenforceable, shall
continue in full force and effect and shall in no way be
affected, impaired or invalidated thereby.
j. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties contained in this Agreement
shall survive the execution and delivery of this Agreement.
k. ASSIGNMENT. The Parties agree not to assign this
Agreement or any right or interest hereunder unless such
party shall have first obtained the other party's or
parties' express
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prior written consent for any such assignment, which consent
may be given or not given in the sole and absolute
discretion of such party
l. WAIVER OF RESTRICTIONS ON RELEASES IMPOSED BY LAW.
The rights under any law of any state or territory of the
United States or any foreign country limiting or exempting
any type of claim from being completely, totally, and fully
released by this Agreement are expressly waived.
In Witness Whereof, Purchaser and Seller have executed this
Agreement as of the date first above written.
"Purchaser" "Seller"
Casinovations Incorporated Gaming 2000, LLC
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxxx X. X'Xxxx, Xx.
Xxxxxx X. Xxxx Xxxxxxx X. X'Xxxx, Xx.
Its: President Its: Manager
/s/ Xxxxxxx X. X'Xxxx, Xx.
Xxxxxxx X. X'Xxxx, Xx., an
individual
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SCHEDULE A
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SCHEDULE B
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