REMEDY AT LAW OR IN EQUITY, (I) WITH RESPECT TO ANY
LIABILITY TO THE EXTENT EXPRESSLY SET FORTH IN THE FINAL NET WORKING CAPITAL OR
ANY AMOUNT THAT WAS CORRECTLY THE SUBJECT OF A DISPUTE SUBMITTED TO, AND
RESOLVED BY, THE INDEPENDENT ACCOUNTING FIRM PURSUANT TO SECTION 2.4(H) OR THAT
WAS RESOLVED BY WRITTEN AGREEMENT OF THE PARTIES PURSUANT TO SECTION 2.4(H) OR
(II) AS TO ANY MATTER TO THE EXTENT SPECIFICALLY REFLECTED ON OR REASONABLY
APPARENT FROM THE FACE OF THE FINANCIAL STATEMENTS OR THE SPORTECH FINANCIAL
STATEMENTS, AS THE CASE MAY BE.
EACH INDEMNIFIED PARTY SHALL TAKE COMMERCIALLY
REASONABLE STEPS TO MITIGATE ANY LOSSES UPON AND AFTER BECOMING AWARE OF ANY
FACTS, MATTERS, FAILURES OR CIRCUMSTANCES THAT WOULD REASONABLY BE EXPECTED TO
RESULT IN ANY LOSSES THAT ARE INDEMNIFIABLE HEREUNDER.
FOR THE AVOIDANCE OF
DOUBT, THE REASONABLE COST OF AN INDEMNIFIED PARTY'S MITIGATION OF A LOSS
SUBJECT TO INDEMNIFICATION HEREUNDER SHALL BE INCLUDED IN CALCULATING THE AMOUNT
OF THE INDEMNIFIED LOSS.
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(D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT
SHALL SELLERS OR PURCHASERS BE LIABLE UNDER THIS ARTICLE VIII FOR ANY
(I) PUNITIVE OR TREBLE DAMAGES; OR (II) SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES IN EACH CASE THAT ARE NOT A REASONABLY FORESEEABLE
CONSEQUENCE OF THE RELEVANT BREACH.
(E)
EXCEPT WITH RESPECT TO ACTUAL FRAUD (WHICH SHALL, IN ANY CASE, BE
SUBJECT TO SECTIONS 3.21, 3.28, 4.8 AND 4.14), AND EXCEPT AS TO ANY REMEDIES SET
FORTH UNDER ANY ANCILLARY AGREEMENTS, THE REMEDIES PROVIDED IN THIS ARTICLE VIII
AND THE PAYMENT MECHANICS AND INDEMNITIES SET FORTH IN SECTIONS 2.5, 5.4, 5.6,
5.7, 5.8, 5.9, 5.10, 5.11, 5.12 AND 5.17 SHALL BE DEEMED THE SOLE AND EXCLUSIVE
REMEDIES OF THE PARTIES, FROM AND AFTER THE CLOSING DATE, WITH RESPECT TO THIS
AGREEMENT OTHER THAN SECTIONS 2.4 AND 2.6 AND THE TRANSACTIONS CONTEMPLATED
HEREBY.
NOTHING HEREIN SHALL PREVENT A PARTY FROM SEEKING INJUNCTIVE RELIEF AS
PROVIDED IN SECTION 9.14.
(F)
TO THE EXTENT THAT THE INDEMNIFYING PARTY MAKES ANY PAYMENT
PURSUANT TO THIS ARTICLE VIII IN RESPECT OF LOSSES FOR WHICH THE INDEMNIFIED
PARTY OR ANY OF ITS AFFILIATES HAS A RIGHT TO RECOVER AGAINST A THIRD PARTY
(INCLUDING AN INSURANCE COMPANY), THE INDEMNIFYING PARTY SHALL BE SUBROGATED TO
THE RIGHTS OF THE INDEMNIFIED PARTY OR ANY OF ITS AFFILIATES TO SEEK AND OBTAIN
RECOVERY FROM SUCH THIRD PARTY.
EXCEPT WITH RESPECT TO ANY RIGHT OF SUBROGATION
TO SEEK AND OBTAIN RECOVERY AGAINST THE MANUFACTURER OF ANY MECHANISM THAT IS
SUBJECT TO THE BM DEFECT, THE INDEMNIFYING PARTY SHALL ONLY SEEK AND OBTAIN
RECOVERY FROM ANY THIRD PARTY PURSUANT TO THIS SECTION 8.4(F) TO THE EXTENT THAT
PURSUING SUCH RECOVERY WOULD NOT REASONABLY BE EXPECTED TO MATERIALLY ADVERSELY
AFFECT ANY MATERIAL ON-GOING BUSINESS RELATIONSHIP BETWEEN SUCH THIRD PARTY AND
THE INDEMNIFIED PARTY OR ITS AFFILIATES.
(G)
ANY INDEMNIFICATION PAYMENT MADE UNDER THIS AGREEMENT SHALL BE
TREATED AS AN ADJUSTMENT TO THE PURCHASE PRICE FOR TAX PURPOSES.
(H)
FOR PURPOSES OF THE INDEMNIFICATION PROVISIONS OF THIS