SUCH RELEASE, STATEMENT, ISSUANCE OR
ANNOUNCEMENT IN ADVANCE OF SUCH ISSUANCE.
SECTION 5.3
CONFIDENTIALITY.
(A)
EACH OF PURCHASERS AND SELLERS SHALL, AND SHALL CAUSE ITS
REPRESENTATIVES TO, TREAT ALL MATERIALS AND INFORMATION OBTAINED FROM THE OTHER
IN
80
CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AS
CONFIDENTIAL IN ACCORDANCE WITH THE TERMS OF THE MUTUAL NONDISCLOSURE AGREEMENT,
DATED SEPTEMBER 24, 2008 (THE "CONFIDENTIALITY AGREEMENT").
THE TERMS OF THE
CONFIDENTIALITY AGREEMENT ARE HEREBY INCORPORATED HEREIN BY REFERENCE.
IF THIS
AGREEMENT IS, FOR ANY REASON, TERMINATED PRIOR TO THE CLOSING, THE
CONFIDENTIALITY AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT AS PROVIDED IN
SECTION 7.2. FOR PURPOSES OF THIS SECTION 5.3(A), A PERSON'S "REPRESENTATIVES"
SHALL NOT INCLUDE SUCH PERSON'S STOCKHOLDERS OR MEMBERS.
(B)
PURCHASERS SHALL NOT, AND SHALL CAUSE THEIR SUBSIDIARIES NOT TO
USE MATERIAL CONFIDENTIAL AND/OR PROPRIETARY INFORMATION OF SELLERS AND THEIR
SUBSIDIARIES TO CONDUCT ANY LOTTERY SYSTEMS BUSINESS EXCEPT AS WOULD NOT ALLOW
SGC TO TERMINATE THE INVESTORS' AGREEMENT IN ACCORDANCE WITH
SECTION 2(F) THEREOF.
EACH OF PURCHASERS ACKNOWLEDGES AND AGREES THAT THE
REMEDY AT LAW FOR ANY BREACH, OR THREATENED BREACH, OF ANY OF THE PROVISIONS OF
THIS SECTION 5.3(B) WILL BE INADEQUATE AND, ACCORDINGLY, COVENANTS AND AGREES
THAT EACH OF SELLERS AND THEIR SUBSIDIARIES SHALL, IN ADDITION TO ANY OTHER
RIGHTS AND REMEDIES WHICH SUCH PARTY MAY HAVE AT LAW, BE ENTITLED TO EQUITABLE
RELIEF, INCLUDING INJUNCTIVE RELIEF, AND TO THE REMEDY OF SPECIFIC PERFORMANCE
WITH RESPECT TO ANY BREACH OR THREATENED BREACH OF THIS SECTION 5.3(B), AS MAY
BE AVAILABLE FROM ANY COURT OF COMPETENT JURISDICTION.
IN THE EVENT THAT ANY OF
THE COVENANTS CONTAINED IN THIS SECTION 5.3(B) SHALL BE DETERMINED BY ANY COURT
OF COMPETENT JURISDICTION TO BE UNENFORCEABLE FOR ANY REASON WHATSOEVER, THEN
ANY SUCH PROVISION OR PROVISIONS SHALL NOT BE DEEMED VOID, AND THE PARTIES AGREE
THAT SAID LIMITS MAY BE MODIFIED BY SUCH COURT AND THAT THE COVENANTS CONTAINED
IN THIS SECTION 5.3(B) SHALL BE AMENDED IN ACCORDANCE WITH SAID MODIFICATION, IT
BEING SPECIFICALLY AGREED BY THE PARTIES THAT IT IS THEIR CONTINUING DESIRE THAT
THE COVENANTS CONTAINED IN THIS SECTION 5.3(B) BE ENFORCED TO THE FULL EXTENT OF
ITS TERMS AND CONDITIONS, OR IF A COURT FINDS THE SCOPE OF ANY OF SUCH COVENANTS
UNENFORCEABLE, THE COURT SHOULD REDEFINE SUCH COVENANT SO AS TO COMPLY WITH
APPLICABLE LAW.
THIS SECTION 5.3(B) SHALL NOT APPLY AFTER THE THIRD ANNIVERSARY
OF THE CLOSING DATE.
SECTION 5.4
ACCESS TO INFORMATION.
(A)
SUBJECT TO SECTION 5.3, FROM AND AFTER THE DATE HEREOF UNTIL THE
EARLIER OF THE CLOSING DATE AND THE DATE THIS AGREEMENT IS TERMINATED IN
ACCORDANCE WITH SECTION 7.1, SGC SHALL CAUSE THE COMPANIES AND THEIR
SUBSIDIARIES TO AFFORD SPORTECH AND ITS REPRESENTATIVES REASONABLE ACCESS,
DURING NORMAL BUSINESS HOURS AND UPON REASONABLE NOTICE, TO THE OFFICERS,
AGENTS, PROPERTIES, OFFICES AND OTHER FACILITIES OF THE COMPANIES AND THEIR
SUBSIDIARIES AND TO THEIR BOOKS AND RECORDS, AND SHALL FURNISH SPORTECH WITH
AVAILABLE FINANCIAL, OPERATING AND OTHER DATA AND INFORMATION WITH RESPECT TO