BOARD OF DIRECTORS (OR
EQUIVALENT GOVERNING BODY) OF EACH PURCHASER AND NO OTHER COMPANY PROCEEDINGS
ARE NECESSARY (I) TO AUTHORIZE THIS AGREEMENT OR THE ANCILLARY AGREEMENTS; OR
(II) EXCEPT FOR THE APPROVAL OF THE SPORTECH VOTING PROPOSAL AT THE SPORTECH
SHAREHOLDERS MEETING, TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY EACH PURCHASER
AND (ASSUMING DUE AUTHORIZATION, EXECUTION AND DELIVERY BY SELLERS) THIS
AGREEMENT CONSTITUTES, AND EACH OF THE ANCILLARY AGREEMENTS, WHEN EXECUTED AND
DELIVERED BY PURCHASERS (ASSUMING DUE AUTHORIZATION, EXECUTION AND DELIVERY BY
THE OTHER PARTIES THERETO) WILL CONSTITUTE, A VALID AND BINDING OBLIGATION OF
SUCH PURCHASERS, ENFORCEABLE AGAINST SUCH PURCHASERS IN ACCORDANCE WITH ITS
TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS RELATING TO OR AFFECTING
CREDITORS' RIGHTS GENERALLY OR BY GENERAL EQUITABLE PRINCIPLES (REGARDLESS OF
WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
SECTION 4.3
NO CONFLICT.
EXCEPT AS SET FORTH IN SECTION 4.3 OF THE
PURCHASER DISCLOSURE SCHEDULE AND ASSUMING ALL REQUIRED GOVERNMENTAL APPROVALS,
PURCHASER GOVERNMENTAL APPROVALS AND SELLER GOVERNMENTAL APPROVALS, AND ALL
WAITING PERIODS DESCRIBED IN SECTION 4.3 OF THE PURCHASER DISCLOSURE SCHEDULE,
HAVE BEEN OBTAINED OR MADE, OR HAVE EXPIRED, THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE ANCILLARY AGREEMENTS BY PURCHASERS AND THE CONSUMMATION BY
PURCHASERS OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY WILL NOT
(A) RESULT IN A MATERIAL CONTRAVENTION, VIOLATION OR BREACH OF LAW APPLICABLE TO
THE PURCHASERS OR THEIR SUBSIDIARIES; (B) CONFLICT WITH, RESULT IN A VIOLATION
OR BREACH OF, OR CONSTITUTE A DEFAULT UNDER (INCLUDING ANY SUCH CONFLICT,
VIOLATION, BREACH OR DEFAULT RESULTING FROM THE FAILURE
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TO MAKE OR OBTAIN ANY REQUIRED NOTIFICATION, CONSENT, WAIVER OR APPROVAL UNDER),
RESULT IN THE ACCELERATION OF, OR CREATE IN ANY PARTY THE RIGHT TO ACCELERATE,
TERMINATE OR CANCEL, OR GIVE RISE TO A RIGHT OF PAYMENT, PREPAYMENT OR
REIMBURSEMENT, OR TERMINATION, CANCELLATION, MODIFICATION OR ACCELERATION UNDER,
OR TO ADDITIONAL ACCELERATED OR GUARANTEED RIGHTS OR ENTITLEMENT OF ANY PERSON
UNDER, OR RESULT IN THE CREATION OF ANY ENCUMBRANCE (OTHER THAN A PERMITTED
ENCUMBRANCE) UPON ANY OF THE PROPERTIES OR ASSETS OF THE PURCHASERS OR THEIR
SUBSIDIARIES UNDER ANY PROVISION OF ANY MATERIAL PURCHASER CONTRACT, IN EACH
CASE WHETHER WITH OR WITHOUT NOTICE, LAPSE OF TIME OR BOTH; OR (C) CONTRAVENE,
CONFLICT WITH, OR RESULT IN ANY VIOLATION OR BREACH OF ANY PROVISION OF THE
MEMORANDUM AND ARTICLES OF ASSOCIATION OR OTHER GOVERNING DOCUMENTS OF ANY
PURCHASER OR ITS SUBSIDIARIES, OTHER THAN, IN THE CASE OF SECTION 4.3(B), ANY
SUCH VIOLATIONS, CONFLICTS, BREACHES, DEFAULTS, ACCELERATIONS OR RIGHTS THAT
WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO
MATERIALLY IMPAIR OR DELAY SUCH PURCHASER'S ABILITY TO PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT OR CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, OR GIVE
RISE TO A MATERIAL LIABILITY OF THE PURCHASERS AND THEIR SUBSIDIARIES TAKEN AS A
WHOLE, OR MATERIALLY INTERFERE WITH THE CONDUCT OF THE BUSINESS OF THE
PURCHASERS OR THEIR