"DESIGNATED PURCHASER"); PROVIDED, IN EACH CASE, THAT PURCHASERS SHALL
DEMONSTRATE TO THE REASONABLE SATISFACTION OF SGC THAT (A) NO SUCH DESIGNATION
WOULD AFFECT OR DELAY BY MORE THAN THREE (3) BUSINESS DAYS ANY REGULATORY
APPROVAL OR THIRD-PARTY CONSENT RELATING TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, AND (B) SUCH DESIGNATION WOULD NOT ADVERSELY AFFECT THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PERFORMANCE
OF PURCHASERS' OBLIGATIONS HEREUNDER, OR SELLERS' RIGHTS HEREUNDER.
THE
DESIGNATION SHALL SET FORTH AS TO EACH DESIGNATED PURCHASER:
(I) THE NAME OF
SUCH DESIGNATED PURCHASER; (II) THE JURISDICTION OF ORGANIZATION OF SUCH
DESIGNATED PURCHASER; (III) THE RELEVANT INTEREST(S) OF A COMPANY (OR SUBSIDIARY
OF A COMPANY) AND/OR SOFTWARE ASSETS THAT SUCH DESIGNATED PURCHASER IS INTENDED
TO ACQUIRE AT THE CLOSING OR ASSET SALE CLOSING; AND (IV) THE PORTION OF THE
PURCHASE PRICE ALLOCABLE TO SUCH INTEREST(S) AND/OR SOFTWARE ASSETS (WHICH SHALL
NOT BE INCONSISTENT WITH THE ALLOCATION IN SECTION 2.1(B) OF THE SELLER
DISCLOSURE SCHEDULE).
PURSUANT TO THE DESIGNATION, EACH DESIGNATED PURCHASER
SHALL BE CONSIDERED AS A "PURCHASER" FOR PURPOSES OF THIS AGREEMENT WITH RESPECT
TO THE ACQUISITION OF SUCH INTEREST(S) AND/OR SOFTWARE ASSETS (AND ANY REFERENCE
TO "PURCHASERS" HEREIN IN CONNECTION THEREWITH, INCLUDING ALL REPRESENTATIONS
AND WARRANTIES AND COVENANTS WHICH BY THEIR TERMS APPLY TO PURCHASERS HEREUNDER,
SHALL BE DEEMED TO INCLUDE REFERENCE TO SUCH DESIGNATED PURCHASER), AND SUCH
DESIGNATED PURCHASER SHALL BE ASSIGNED THE RIGHTS AND SHALL ASSUME THE
OBLIGATIONS UNDER THIS AGREEMENT NECESSARY FOR IT OR THEM TO ACQUIRE THE
INTEREST(S) AND/OR SOFTWARE ASSETS IDENTIFIED AS TO BE ACQUIRED BY IT OR THEM
PURSUANT TO SUCH DESIGNATION AND TO PERFORM ALL THE OBLIGATIONS OF THE RELEVANT
PURCHASER IN PLACE OF WHICH SUCH DESIGNATED PURCHASER IS TO ACQUIRE THE RELEVANT
INTERESTS AS APPLICABLE UNDER THE TERMS OF THIS AGREEMENT WITH RESPECT THERETO
(INCLUDING, IN THE CASE OF ANY ACQUISITION OF SOFTWARE ASSETS AT THE ASSET SALE
CLOSING, PERFORMING ALL THE OBLIGATIONS OF SPORTECH SET FORTH IN SECTION 2.2);
PROVIDED, THAT FOLLOWING SUCH DESIGNATION: (I) SPORTECH SHALL BE JOINTLY AND
SEVERALLY LIABLE WITH EACH SUCH DESIGNATED PURCHASER (ON THE ONE HAND) TO
SELLERS (ON THE OTHER HAND) FOR ALL SUCH RIGHTS AND OBLIGATIONS SO ASSIGNED TO
OR ASSUMED BY SUCH DESIGNATED PURCHASER; AND (II) SPORTECH SHALL CAUSE EACH
DESIGNATED PURCHASER TO APPOINT EITHER SPORTECH OR ANOTHER PURCHASER (OR IN THE
EVENT THERE IS ONLY ONE PURCHASER, SUCH PURCHASER) AS ITS AGENT IN CONNECTION
WITH THE EXERCISE OF ITS RIGHTS
34
AND REMEDIES UNDER THIS AGREEMENT.
NO SUCH DESIGNATION SHALL RELIEVE SPORTECH
OF ITS OBLIGATIONS HEREUNDER.
(B)
SUBJECT TO THE PROVISIONS OF SECTION 2.5(A), SELLERS SHALL SELL OR
CAUSE TO BE SOLD TO EACH DESIGNATED PURCHASER THE RELEVANT INTEREST(S) OF A
COMPANY AND/OR SOFTWARE ASSETS IDENTIFIED IN THE DESIGNATION TO BE ACQUIRED BY
THAT DESIGNATED PURCHASER, SUBJECT, FOR THE AVOIDANCE OF DOUBT, TO ALL THE TERMS
AND CONDITIONS OF THIS AGREEMENT AS THEY WOULD APPLY TO A SALE TO PURCHASER
WHICH WAS ORIGINALLY A PARTY HERETO.
SECTION 2.6
CONTINGENT CONSIDERATION.
(A)
SUBJECT TO SECTIONS