GAAP OR APPLICABLE LAW; (V) SPORTECH SHALL HAVE NO
LIABILITY TO SGC WITH RESPECT TO ANY INFORMATION PROVIDED BY SPORTECH PURSUANT
TO THIS SECTION 5.4(B); (VI) SGC SHALL INDEMNIFY AND HOLD HARMLESS SPORTECH AND
ITS AFFILIATES FROM AND AGAINST ANY LOSS SUFFERED OR INCURRED BY SPORTECH OR ITS
AFFILIATES IN RESPECT OF ANY ACTION BY ANY PERSON AGAINST ANY OF THEM TO THE
EXTENT RESULTING FROM OR ATTRIBUTABLE TO ANY INACCURACY IN ANY INFORMATION
CONTAINED IN THE SGC FINANCIAL DISCLOSURE (EXCEPT IN EACH CASE TO THE EXTENT
RESULTING FROM OR ATTRIBUTABLE TO ANY INACCURACY IN ANY INFORMATION PROVIDED BY
SPORTECH PURSUANT TO THIS SECTION 5.4(B)).
FOR PURPOSES OF THIS
SECTION 5.4(B) ONLY, THE TERM GAAP SHALL ALSO REFER TO ANY APPLICABLE SUCCESSOR
ACCOUNTING PRINCIPLES WHICH MAY IN THE FUTURE APPLY TO THE PREPARATION OF SGC'S
FINANCIAL STATEMENTS.
(C)
FOR A PERIOD OF SIX (6) YEARS FOLLOWING THE CLOSING DATE, SGC AND
ITS AUTHORIZED REPRESENTATIVES AND REGULATORS SHALL HAVE REASONABLE ACCESS, AT
ITS EXPENSE, DURING NORMAL BUSINESS HOURS AND UPON REASONABLE WRITTEN NOTICE, TO
THE BOOKS, RECORDS AND OTHER DOCUMENTS OF THE COMPANIES AND THEIR SUBSIDIARIES
OR THE BUSINESS IN EXISTENCE ON THE CLOSING DATE AS ARE TRANSFERRED WITH THE
COMPANIES AND THEIR SUBSIDIARIES IN CONNECTION WITH THE TRANSACTIONS UNDER THIS
AGREEMENT AND THE PERSONNEL OF THE COMPANIES, THEIR SUBSIDIARIES AND THEIR
RESPECTIVE AFFILIATES, IN EACH CASE, AS MAY BE REQUIRED BY APPLICABLE LAW OR AS
MAY REASONABLY REQUESTED BY SGC IN CONNECTION WITH ANY INSURANCE CLAIMS BY,
LEGAL PROCEEDINGS (OTHER THAN PROCEEDINGS AMONG PARTIES TO THIS AGREEMENT
ASSERTING CLAIMS PURSUANT TO THIS AGREEMENT OR OTHER CLAIMS IN RESPECT OF WHICH
INDEMNIFICATION MAY BE SOUGHT PURSUANT TO THIS AGREEMENT) AGAINST, GOVERNMENTAL
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INVESTIGATIONS OF, OR TAX FILINGS PURSUANT TO APPLICABLE LAW AS MAY BE REQUIRED
TO BE FILED BY, SELLERS OR THEIR AFFILIATES OR REASONABLY REQUIRED TO ALLOW THE
PERFORMANCE BY SELLERS OF THEIR OBLIGATIONS HEREUNDER OR ANY SUBSTANTIALLY
SIMILAR PURPOSE.
SGC MAY, AT ITS OWN EXPENSE, MAKE SUCH COPIES OF SUCH BOOKS,
RECORDS AND DOCUMENTS AS IT DEEMS NECESSARY OR ADVISABLE IN CONNECTION
THEREWITH. SPORTECH SHALL CAUSE ALL SUCH BOOKS, RECORDS AND DOCUMENTS TO BE
MAINTAINED BY SPORTECH AND ITS AFFILIATES FOR THE PERIOD REQUIRED BY APPLICABLE
LAWS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT,
NONE OF PURCHASERS OR ANY OF THEIR AFFILIATES SHALL BE REQUIRED TO DISCLOSE TO
SGC OR ANY AGENT OR REPRESENTATIVE THEREOF ANY INFORMATION IF DOING SO COULD
VIOLATE ANY CONTRACT OR LAW TO WHICH ANY OF PURCHASERS OR THEIR AFFILIATES IS A
PARTY OR TO WHICH IT IS SUBJECT OR WHICH IT BELIEVES IN GOOD FAITH WOULD RESULT
IN A LOSS OF THE ABILITY TO SUCCESSFULLY ASSERT A CLAIM OF PRIVILEGE (INCLUDING
ATTORNEY-CLIENT AND WORK PRODUCT PRIVILEGES); PROVIDED, HOWEVER, THAT IN THE
CASE OF POTENTIAL LOSS OF PRIVILEGE, THE PARTIES SHALL COOPERATE IN SEEKING TO
FIND A WAY TO ALLOW DISCLOSURE OF SUCH INFORMATION TO THE EXTENT DOING SO WOULD
NOT (IN THE GOOD FAITH BELIEF OF SPORTECH (AFTER CONSULTATION WITH