OR SPORTECH, BY WRITTEN NOTICE TO THE
OTHER, IF AT THE SPORTECH SHAREHOLDER MEETING (INCLUDING ANY ADJOURNMENT OR
POSTPONEMENT THEREOF), AT WHICH A VOTE ON THE SPORTECH VOTING PROPOSAL IS TAKEN,
THE REQUISITE VOTE OF THE SHAREHOLDERS OF SPORTECH IN FAVOR OF THE SPORTECH
VOTING PROPOSAL SHALL NOT HAVE BEEN OBTAINED (PROVIDED THAT THE RIGHT TO
TERMINATE THIS AGREEMENT UNDER THIS SECTION 7.1(H) SHALL NOT BE AVAILABLE TO ANY
PARTY SEEKING TERMINATION IF AT SUCH TIME SUCH PARTY IS IN BREACH OF OR HAS
FAILED TO FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT AS ARE DUE AT THAT TIME,
AND SHALL NOT BE AVAILABLE TO SPORTECH IF THE ORDINARY SHARES SUBJECT TO THE
SPORTECH VOTING AGREEMENTS HAVE NOT BEEN VOTED IN FAVOR OF THE SPORTECH VOTING
PROPOSAL FOR ANY REASON UNLESS SPORTECH SHALL HAVE SATISFIED ITS OBLIGATIONS
UNDER SECTION 5.11(B)).
SECTION 7.2
EFFECT OF TERMINATION.
IN THE
EVENT OF TERMINATION OF THIS AGREEMENT BY A PARTY PURSUANT TO SECTION 7.1,
WRITTEN NOTICE THEREOF SHALL FORTHWITH BE GIVEN BY THE TERMINATING PARTY TO THE
OTHER PARTY, AND THIS AGREEMENT SHALL THEREUPON TERMINATE AND BECOME VOID AND
HAVE NO EFFECT, AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE ABANDONED
WITHOUT FURTHER ACTION BY THE PARTIES WITH NO LIABILITY OR OBLIGATION ON THE
PART OF ANY PARTY HERETO (OR ANY OF ITS AFFILIATES OR REPRESENTATIVES), EXCEPT
THAT THE FOLLOWING PROVISIONS OF THIS AGREEMENT SHALL SURVIVE THE TERMINATION:
(A)
SECTION 5.2;
(B)
SECTION 5.3;
(C)
THIS SECTION 7.2;
(D)
ARTICLE I (TO THE EXTENT TERMS DEFINED IN
SUCH ARTICLE ARE REQUIRED FOR THE APPLICATION OF THE OTHER PROVISIONS WHICH
SURVIVE TERMINATION PURSUANT TO THIS SECTION 7.2); AND
(E)
ARTICLE IX.
Nothing in this Section 7.2 shall be deemed to release any party to this
Agreement from any liability for any breach by any party to this Agreement of
the terms and provisions of this Agreement, including Purchasers' failure to
perform their obligations to sell back the Software Assets pursuant to
Section 2.2 or to deliver the Purchase Price upon satisfaction or waiver of the
conditions to Purchasers' obligations to effect the Closing set forth in
Article VI, or to impair the right of any party to compel specific performance
by any
114
other party of that party's obligations under this Agreement in accordance with
the terms of Section 9.14.
ARTICLE VIII.
INDEMNIFICATION
SECTION 8.1
SURVIVAL.
(A)
SUBJECT TO SECTION 8.1(D), THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III AND ARTICLE IV SHALL
SURVIVE THE CLOSING UNTIL JUNE 30, 2011, AFTER WHICH TIME SUCH REPRESENTATIONS
AND WARRANTIES SHALL TERMINATE AND HAVE NO FURTHER FORCE OR EFFECT (AND NO CLAIM
ARISING FROM, RELATING TO OR OTHERWISE IN RESPECT OF A BREACH THEREOF MAY BE
MADE); PROVIDED, HOWEVER, THAT (I) SELLERS' REPRESENTATIONS AND WARRANTIES (AND
ANY CLAIM ARISING FROM, RELATING TO OR OTHERWISE IN RESPECT OF A BREACH THEREOF)
SET FORTH IN SECTIONS 3.1 (ORGANIZATION AND GOOD STANDING) (OTHER THAN CLAUSES
(C) AND (D) THEREOF), 3.2 (AUTHORIZATION), 3.4(A) (EXCEPT THE FIRST SENTENCE,
AND CLAUSES (III) AND (V) OF