THE "SPORTECH FINANCIAL STATEMENTS"), IN
EACH CASE INCLUDED IN THE SPORTECH REPORTS, WERE PREPARED BASED UPON THE
INFORMATION CONTAINED IN THE BOOKS AND RECORDS OF SPORTECH AND IN ACCORDANCE
WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS, CONSISTENTLY APPLIED (EXCEPT
AS DISCLOSED IN THE NOTES THERETO, AND EXCEPT THAT UNAUDITED STATEMENTS DO NOT
INCLUDE NOTES OR NORMAL YEAR-END ADJUSTMENTS), AND FAIRLY PRESENT, IN ALL
MATERIAL RESPECTS, THE CONSOLIDATED FINANCIAL POSITION, RESULTS OF ITS
OPERATIONS AND CASH FLOWS FOR THE PERIODS COVERED THEREBY (AS APPLICABLE).
(C)
AT THE DATE OF THIS AGREEMENT AND AT THE CLOSING DATE (TAKING INTO
ACCOUNT THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY ARTICLE 2 HEREOF),
NEITHER THE PURCHASER NOR ANY OF ITS AFFILIATES IS INSOLVENT OR BANKRUPT UNDER
THE LAWS OF ITS JURISDICTION OF INCORPORATION, UNABLE TO PAY ITS DEBTS AS THEY
FALL DUE OR IS OR LIABLE TO ANY ARRANGEMENT (WHETHER BY COURT PROCESS OR
OTHERWISE) UNDER WHICH ITS CREDITORS WOULD RECEIVE LESS THAN THE AMOUNTS DUE TO
THEM.
SECTION 4.11
UNDISCLOSED LIABILITIES.
EXCEPT FOR (A) LIABILITIES WHICH
ARE DISCLOSED, ACCRUED OR RESERVED AGAINST IN THE SPORTECH FINANCIAL STATEMENTS
(OR THE RELATED NOTES) OR DISCLOSED IN SECTION 4.11 OF THE PURCHASER DISCLOSURE
SCHEDULE; (B) LIABILITIES INCURRED SINCE JUNE 30, 2009 IN THE ORDINARY COURSE OF
BUSINESS; (C) LIABILITIES DISCLOSED IN THE PURCHASER DISCLOSURE SCHEDULE
PURSUANT TO ANY OF SECTIONS 4.4 OR 4.12; (D) PERFORMANCE OF EXPRESS OBLIGATIONS
UNDER MATERIAL CONTRACTS OF SPORTECH AND ITS SUBSIDIARIES (BUT NOT, FOR THE
AVOIDANCE OF DOUBT, ANY LIABILITY FOR BREACH OF SUCH CONTRACTS BY ANY OF
SPORTECH OR ITS SUBSIDIARIES); (E) LIABILITIES INCURRED BY THE SPORTECH AND ITS
SUBSIDIARIES AFTER THE DATE OF THIS AGREEMENT WITH THE WRITTEN CONSENT OF SGC;
AND (F) OTHER LIABILITIES, NOT COVERED BY SECTION 4.11(A) THROUGH (E) ABOVE,
THAT, INDIVIDUALLY AND IN THE AGGREGATE, DO NOT EXCEED $2,500,000.00, SPORTECH
AND ITS SUBSIDIARIES DO NOT HAVE ANY LIABILITIES REQUIRED TO BE REFLECTED OR
RESERVED AGAINST ON A COMBINED BALANCE SHEET OF SPORTECH AND ITS SUBSIDIARIES
PREPARED IN ACCORDANCE WITH IFRS.
SECTION 4.12
COMPLIANCE WITH LAWS; PERMITS.
(A)
EXCEPT AS SET FORTH IN SECTION 4.12(A) OF THE PURCHASER DISCLOSURE
SCHEDULE, PURCHASERS AND THEIR SUBSIDIARIES HAVE SINCE JANUARY 1, 2006 OPERATED
AND ARE CURRENTLY OPERATING THEIR RESPECTIVE BUSINESSES IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH ALL MATERIAL APPLICABLE LAWS.
EXCEPT AS WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO GIVE RISE TO A
MATERIAL LIABILITY OF PURCHASERS' BUSINESS OR MATERIALLY INTERFERE WITH THE
CONDUCT OF PURCHASERS' BUSINESS, SINCE JANUARY 1, 2006, NONE OF THE PURCHASERS,
ITS SUBSIDIARIES, THEIR AFFILIATES OR, TO THE KNOWLEDGE OF SPORTECH, THEIR
RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS (IN EACH CASE,
ACTING IN THEIR CAPACITIES AS SUCH AND ON BEHALF OF ANY OF THE FOREGOING) HAS
(A) DIRECTLY, OR INDIRECTLY THROUGH A THIRD-PARTY INTERMEDIARY, PAID, OFFERED,
GIVEN, PROMISED TO PAY, OR AUTHORIZED THE PAYMENT OF ANY MONEY OR ANYTHING OF
VALUE (INCLUDING ANY GIFT, SAMPLE, TRAVEL, MEAL AND LODGING EXPENSE,
ENTERTAINMENT, SERVICE, EQUIPMENT, DEBT FORGIVENESS, DONATION, GRANT OR OTHER
THING OF VALUE,