OF JEFFERY NASH, OTHER THAN IN RESPECT OF JEFFERY NASH'S MONTHLY
RETAINERS (EXCEPT AN AMOUNT OF UP TO £12,000 IN AGGREGATE WHICH WILL BE ASSUMED
BY THE BUYER IN RESPECT OF THE MONTHLY RETAINERS OF JEFF NASH FOR EACH OF
JANUARY, FEBRUARY AND MARCH 2006) TOGETHER WITH ANY EMPLOYER'S NATIONAL
INSURANCE CONTRIBUTION PAYABLE BY GLOBAL DRAW IN RESPECT OF THE TRANSFER OF THE
NEOMI SHARES PURSUANT TO THIS AGREEMENT OWNED BY STEPHEN FRATER AND JEFFERY
NASH;
(B)
ANY ACCOUNTING, LEGAL OR OTHER COSTS, FEES (INCLUDING
PROFESSIONAL FEES), EXPENSES, COMMISSIONS OR LIABILITIES:
(I) INCURRED OR TO BE INCURRED BY THE GROUP IN CONNECTION WITH THIS AGREEMENT OR
THE ENTRY INTO OR PERFORMANCE OF THE TRANSACTIONS OR ARRANGEMENTS CONTEMPLATED
BY IT INCLUDING THE COSTS OF THE PREPARATION AND DETERMINATION OF THE CLOSING
ACCOUNTS; OR
(II) INCURRED OR TO BE INCURRED BY THE GROUP AND/OR THE BUYER OR ITS ASSOCIATES
IN RELATION TO THE IP ASSIGNMENTS BUT ONLY TO THE EXTENT THAT SUCH COSTS DO NOT
EXCEED THE SUM OF £25,000,
BUT EXCLUDING (I) ANY COSTS INCURRED BY A MEMBER OF THE GROUP TO THE EXTENT THAT
THE BUYERS AGREE IN WRITING THAT THE COSTS RELATING TO SUCH MATTERS NEED NOT BE
TAKEN INTO ACCOUNT IN THE CLOSING ACCOUNTS; OR (II) ANY COSTS RELATING TO THE
CLOSURE OF THE ONLINE SPORTS BETTING BUSINESS OF OMNIBET BUT ONLY TO THE EXTENT
THAT SUCH COSTS DO NOT EXCEED THE SUM OF £100,000;
12
(C)
ANY SUMS WHICH WERE DUE AS RENT BUT WHICH HAVE NOT BEEN PAID IN RESPECT OF
LEASES OF THE PROPERTIES (INCLUDING SERVICE CHARGE AND INSURANCE RENTS);
(D)
ALL BORROWINGS, INDEBTEDNESS IN THE NATURE OF BORROWINGS OR ANY OTHER
INTEREST-BEARING LIABILITY (INCLUDING WITHOUT LIMITATION SUMS PAYABLE UNDER
FINANCE LEASES, HIRE PURCHASE AGREEMENTS OR SIMILAR OBLIGATIONS), FINANCING
LIABILITIES AND TAX LIABILITIES (INCLUDING WITHOUT LIMITATION DEFERRED TAX);
(E)
ALL COSTS INCURRED PRIOR TO CLOSING OR BUDGETED OR REASONABLY LIKELY TO BE
INCURRED AT ANY TIME IN CONNECTION WITH
(I)
THE COMPLETION AND FIT OUT OF THE GROUP'S PREMISES AT GREEN LANE, LONDON AND THE
EXTENSION OF THE GROUP'S PREMISES IN VIENNA, AUSTRIA;
(II)
ANY COSTS RELATING TO ANY DILAPIDATIONS WITH REGARD TO ANY OF THE PROPERTIES;
(III)
ALL ARREAR RENT IN RESPECT OF THE PROPERTIES UP TO AND INCLUDING 31 DECEMBER
2005;
(IV)
ANY SDLT PAYABLE (INCLUDING ANY FEES, INTEREST OR PENALTIES INCURRED IN RESPECT
THEREOF);
(V)
THE COMMISSIONING OF ANY PLANT AND EQUIPMENT (INCLUDING THE REAR WAREHOUSE
BOILER);
(VI)
REPAIRS TO ANY BOUNDARY FEATURE (INCLUDING FENCING);
(VII)
THE REMEDYING OF ANY BREACH UNDER CURRENT FIRE REGULATIONS AND THE OBTAINING OF
A CURRENT AND VALID FIRE CERTIFICATE; AND
13
(VIII)
THE REMEDYING OF ANY BREACH UNDER CURRENT BUILDING REGULATIONS AND THE OBTAINING
OF ANY NECESSARY BUILDING REGULATION APPROVAL AND BUILDING REGULATION COMPLETION
CERTIFICATE,
IN THE CASE OF EACH OF (IV) TO (VIII) ABOVE IN CONNECTION WITH THE GROUP'S
PREMISES AT GREEN LANE, LONDON;
(F)
THE AMOUNT OF ANY DISTRIBUTIONS OR DIVIDENDS (WHETHER OF CASH OR ASSETS) MADE
PRIOR TO CLOSING;
(G)
THE