SERVICES, HUMAN RESOURCES
SERVICES, TRAVEL-RELATED SERVICES, TAX SERVICES, MARKETING SERVICES, FINANCE AND
AUDIT SERVICES, CASH MANAGEMENT AND TREASURY SERVICES, INSURANCE ADMINISTRATION
AND RELATED SERVICES, PAYROLL SERVICES, EMPLOYEE BENEFITS (INCLUDING
401(K) PLAN) AND RELATED SERVICES, RECRUITING, INFORMATION TECHNOLOGY AND
RELATED SERVICES AND SUPPORT (INCLUDING MIS INFRASTRUCTURE, FINANCIAL SYSTEMS,
PHONE AND COMMUNICATIONS SYSTEMS) AND FACILITIES-RELATED SUPPORT (COLLECTIVELY,
THE "SUPPORT SERVICES").
SPORTECH ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY
PROVIDED IN THE ANCILLARY AGREEMENTS, THE SUPPORT SERVICES SHALL CEASE AS OF THE
CLOSING, AND ALL AGREEMENTS AND ARRANGEMENTS IN RESPECT THEREOF SHALL TERMINATE
AS OF THE CLOSING, WITH NO FURTHER OBLIGATION OF ANY PARTY THERETO, EXCEPT TO
THE EXTENT AS MAY BE SPECIFICALLY PROVIDED UNDER THE TRANSITION SERVICES
AGREEMENT.
(B)
NO LATER THAN TEN (10) DAYS FOLLOWING THE
CLOSING DATE, SPORTECH SHALL CAUSE EACH OF THE COMPANIES AND THEIR SUBSIDIARIES
TO CHANGE THEIR NAMES AND CAUSE THE CERTIFICATE OF INCORPORATION (OR OTHER
GOVERNING DOCUMENTS), AS APPLICABLE, TO BE AMENDED TO REMOVE ANY REFERENCE TO
"SCIENTIFIC GAMES", "SG" OR ANY CONFUSINGLY SIMILAR MARK.
FOLLOWING THE CLOSING
DATE, PURCHASERS SHALL CAUSE THE COMPANIES AND THEIR SUBSIDIARIES (I) TO, AS
SOON AS PRACTICABLE FOLLOWING THE CLOSING, BUT IN NO EVENT LATER THAN SIX
(6) MONTHS FOLLOWING THE CLOSING DATE, CEASE TO MAKE ANY USE OF (A) ANY
TRADEMARKS THAT INCLUDE THE TERMS "SCIENTIFIC GAMES" OR ANY OTHER REGISTERED
TRADEMARK (OTHER THAN "AUTOTOTE" AND ANY OTHER COMPANY MARKS) USED EXCLUSIVELY
BY ANY OF SELLERS OR THEIR AFFILIATES AT THE CLOSING DATE; OR (B) ANY TRADEMARKS
(OTHER THAN "AUTOTOTE" AND ANY OTHER COMPANY MARKS) CONFUSINGLY SIMILAR THERETO
(SUCH TRADEMARKS REFERRED TO IN SECTION 5.9(B)(A) AND (B) ABOVE, AND ALL
GOODWILL ASSOCIATED WITH ANY OF THE FOREGOING, COLLECTIVELY, THE "SELLER MARKS")
EXCEPT IN EACH CASE WITH RESPECT TO PAPER SUPPLIES (AS DEFINED IN THE SUPPLY
AGREEMENT); (II) NOT TO INITIATE ANY NEW ADVERTISING, PROMOTIONS OR CAMPAIGNS
INCORPORATING THE SELLER MARKS; (III) TO, AS SOON AS REASONABLY PRACTICABLE
FOLLOWING THE CLOSING, BUT IN NO EVENT LATER THAN TWENTY (20) DAYS FOLLOWING THE
CLOSING DATE, CEASE TO USE ANY EXISTING STATIONARY CONTAINING ANY SELLER MARK;
AND (IV) EXCEPT: (A) TO THE EXTENT (IF ANY) SUGGESTED MERELY THROUGH THE USE OF
THE SELLER MARKS AS CONTEMPLATED BY SECTION 5.9(B)(I) OR (III); OR (B) AS PART
OF A PREEXISTING AND ONGOING ADVERTISING, PROMOTION OR CAMPAIGN (WHICH
ACTIVITIES SHALL BE TERMINATED OR CHANGED TO AVOID SUCH USE AS SOON AS
REASONABLY PRACTICABLE), TO CEASE TO HOLD THEMSELVES OUT AS HAVING ANY
AFFILIATION WITH ANY OF SELLERS OR THEIR AFFILIATES. ANY USE BY ANY PURCHASER OR
ITS AFFILIATES (INCLUDING THE COMPANIES AND THEIR SUBSIDIARIES) OF ANY OF THE
SELLER MARKS AS PERMITTED IN THIS SECTION 5.9(B) IS SUBJECT TO COMPLIANCE WITH
ANY REASONABLE QUALITY CONTROL REQUIREMENTS AND GUIDELINES THAT MAY BE PROVIDED
BY SGC TO PURCHASERS ON OR PRIOR TO THE CLOSING DATE.
SPORTECH SHALL NOT, AND
SHALL CAUSE ITS AFFILIATES (INCLUDING THE COMPANIES AND THEIR SUBSIDIARIES) NOT
TO, USE THE SELLER MARKS IN
93
A MANNER THAT COULD REASONABLY BE TAKEN TO REFLECT NEGATIVELY ON