TO THE EXTENT DESCRIBED IN SECTION 6.2(A) ABOVE, SHALL
BE TRUE AND CORRECT, WITHOUT GIVING EFFECT TO QUALIFICATIONS AS TO MATERIALITY
OR COMPANIES MATERIAL ADVERSE EFFECT WITHIN ANY SUCH REPRESENTATION OR WARRANTY
(BUT TAKING INTO ACCOUNT ANY DOLLAR LIMITATION THEREIN), ON
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AND AS OF THE CLOSING DATE (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND
WARRANTIES SHALL HAVE BEEN EXPRESSLY MADE ONLY AS OF AN EARLIER DATE, IN WHICH
CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL HAVE BEEN TRUE AND CORRECT AS OF
SUCH EARLIER DATE) EXCEPT WHERE ANY FAILURE OF SUCH REPRESENTATIONS AND
WARRANTIES TO BE SO TRUE AND CORRECT, INDIVIDUALLY OR IN THE AGGREGATE, WOULD
NOT HAVE A COMPANIES MATERIAL ADVERSE EFFECT;
(C)
ALL REQUIRED WAITING PERIODS (INCLUDING ANY
EXTENSION THEREOF) APPLICABLE TO THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT IDENTIFIED ON EXHIBIT J HERETO SHALL HAVE
TERMINATED OR EXPIRED;
(D)
SELLERS SHALL HAVE PERFORMED OR COMPLIED IN
ALL MATERIAL RESPECTS WITH ALL AGREEMENTS AND COVENANTS REQUIRED BY THIS
AGREEMENT TO BE PERFORMED OR COMPLIED WITH BY SELLERS AT OR PRIOR TO CLOSING;
(E)
SPORTECH SHALL HAVE RECEIVED A CERTIFICATE
OF AN EXECUTIVE OFFICER OF SGC THAT THE CONDITIONS SET FORTH IN SECTION 6.2(A),
(B), (D) AND (F) HAVE BEEN SATISFIED;
(F)
SINCE THE DATE OF THIS AGREEMENT, THERE
SHALL NOT HAVE BEEN A COMPANIES MATERIAL ADVERSE EFFECT;
(G)
SGC (OR AN AFFILIATE THEREOF, AS THE CASE
MAY BE) SHALL HAVE EXECUTED AND DELIVERED EACH OF THE ANCILLARY AGREEMENTS;
(H)
THE THIRD PARTY CONSENTS IDENTIFIED IN
SECTION 6.2(H) OF THE SELLER DISCLOSURE SCHEDULE SHALL HAVE BEEN OBTAINED, IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO PURCHASERS;
(I)
SGC SHALL HAVE DELIVERED TO SPORTECH
EVIDENCE OF (A) THE PAYMENT IN FULL AND DISCHARGE OF ALL INDEBTEDNESS (OR, IF
SUCH INDEBTEDNESS CONSISTS OF A GUARANTEE, EVIDENCE OF THE RELEASE OR
TERMINATION OF SUCH GUARANTEE) AND RELEASE OF ANY ENCUMBRANCES ON ASSETS OR
PROPERTY OF THE COMPANIES AND THEIR SUBSIDIARIES ARISING UNDER SUCH INDEBTEDNESS
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO PURCHASERS AND (B) THE
SETTLEMENT IN FULL OF ALL INTER-COMPANY ACCOUNTS BETWEEN ANY OF THE SELLERS AND
THEIR AFFILIATES (OTHER THAN THE COMPANIES AND THEIR SUBSIDIARIES) ON THE ONE
HAND, AND ANY OF THE COMPANIES AND THEIR SUBSIDIARIES ON THE OTHER HAND, IN THE
MANNER CONTEMPLATED BY EXHIBIT I OR OTHERWISE IN A MANNER REASONABLY
SATISFACTORY TO PURCHASERS; AND
(J)
SGC SHALL HAVE DELIVERED TO SPORTECH
EITHER (X) A DULY EXECUTED CERTIFICATE FROM THE APPROPRIATE SELLER THAT SUCH
SELLER IS NOT A FOREIGN PERSON WITHIN THE MEANING SET FORTH IN SECTION
1.1445-2(B)(2)(III)(A) OF THE REGULATIONS OR (Y) A CERTIFICATE THAT THE
RESPECTIVE SELLER IS NOT A U.S. REAL PROPERTY HOLDING COMPANY WITHIN THE MEANING
OF SECTION 897 OF THE CODE, IN EACH CASE CONSISTENT WITH SAMPLE CERTIFICATE IN
THE REGULATIONS PROMULGATED UNDER SECTION 1445 OF THE CODE.
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SECTION 6.3
ADDITIONAL CONDITIONS TO
OBLIGATIONS OF SELLERS.
THE OBLIGATION OF SELLERS TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS SUBJECT TO THE SATISFACTION OF
EACH OF THE FOLLOWING