AMOUNT OF ANY PAYMENTS MADE OR COSTS OR LIABILITIES WHICH PRIOR TO CLOSING
ARE INCURRED OR AGREED TO BE INCURRED OTHER THAN IN THE ORDINARY COURSE OF
BUSINESS OTHER THAN IN RESPECT OF THE CESSATION OF THE GROUP'S BUSINESS IN
KOSOVO, BOSNIA AND SERBIA;
(H)
ANY COST OR LIABILITY SUFFERED BY A MEMBER OF THE GROUP OR THE BUYERS OR THEIR
ASSOCIATES ON ACCOUNT OF A BREACH OF THE WARRANTIES (AS IF THE PROVISIONS OF
SCHEDULE 5 DID NOT APPLY) OR THE WARRANTIES OF THE SELLERS CONTAINED IN CLAUSE
8;
(I)
THE AMOUNT OF ANY REASONABLE PAYMENTS, COSTS OR LIABILITIES INCURRED BY A MEMBER
OF THE GROUP OR THE BUYERS IN RESPECT OF ACQUIRING OR REMEDYING ANY IP LICENCES
NECESSARY TO OPERATE THE BUSINESS OF THE GROUP AS AT CLOSING;
(J)
£191,000 REPRESENTING THE AMOUNT OF WITHHOLDING TAXES INCURRED BY THE GROUP IN
RESPECT OF THE TRANSFER OF IPRS FROM CYBERPARK MIDDLE EAST FZ-LLC TO THE GROUP;
(K)
£537,500 AS AT 31 DECEMBER 2005 PLUS ANY FURTHER AMOUNT ACCRUED THEREON IN
RESPECT OF A PAYABLE FROM GLOBAL DRAW TO THE GUARANTOR RELATING TO HIS
CONSULTANCY ARRANGEMENTS, TOGETHER WITH ANY OTHER AMOUNT OWED BY ANY MEMBER OF
THE GROUP TO THE GUARANTOR;
14
(L)
THE AMOUNT OF
ANY REASONABLE PAYMENTS, COSTS OR LIABILITIES INCURRED BY A MEMBER OF THE GROUP
OR THE BUYERS IN RESPECT OF THE PREPARATION OF THE TAX RETURNS AND ASSOCIATED
CORRESPONDENCE FOR ALL ACCOUNTING PERIODS ENDING ON OR BEFORE CLOSING;
5.2.3
SO AS TO GIVE CREDIT FOR ANY CAPITAL INTRODUCED TO THE
GROUP;
5.2.4
SO AS TO GIVE CREDIT OR DEBIT FOR ANY TAX BENEFIT OR
LIABILITY (AS THE CASE MAY BE) ACTUALLY RECEIVED OR PAYABLE BY ANY MEMBER OF THE
GROUP IN RESPECT OF ANY OF THE MATTERS SET OUT IN CLAUSES 5.2.2 OR 5.2.3.
TO
THE EXTENT THAT CREDIT HAS BEEN GIVEN FOR A TAX BENEFIT WHICH IS NOT
SUBSEQUENTLY REALISED OR RETAINED BY ANY OF THE COMPANIES, THE SELLERS SHALL PAY
TO THE BUYERS AN AMOUNT EQUAL TO THE AMOUNT OF THE CREDIT UPON WRITTEN REQUEST
BY THE BUYERS;
5.2.5
SO THAT (SUBJECT TO CLAUSE 5.2.2(B)) THE ECONOMIC
EARNINGS OF OMNIBET FROM 1 JANUARY 2006 UP TO AND INCLUDING CLOSING, SHALL
ACCRUE FOR THE BENEFIT OF THE BUYERS;
5.2.6
SO THAT A LOAN ACCOUNT ("ACCOUNT") FOR THE BENEFIT OF
THE GUARANTOR IN THE AMOUNT OF £21,196,182 WILL BE SET OFF AGAINST A RECEIVABLE
DUE TO SCRIVAN OF £5,438,550 TO MAKE A FULL AND FINAL PAYMENT OF £15,707,632 BY
THE GROUP TO THE GUARANTOR IN RESPECT OF THE ACCOUNT;
5.2.7
SO THAT, AS AT 31 DECEMBER 2005, INTERCOMPANY
RECEIVABLES AND PAYABLES ARE OFFSET AND RECORDED IN THE CONSOLIDATION COLUMN
WITHIN THE CONSOLIDATED ACCOUNTS OF THE GROUP AGAINST THE RELEVANT COMPANIES TO
WHICH THEY APPLY; AND
5.2.8
SO THAT FROM 1 JANUARY 2006 UP TO AND INCLUDING
CLOSING, GROUP FUNDING ARRANGEMENTS BETWEEN OMNIBET AND JACKPOT DREAM LIMITED
WILL BE SETTLED IN CASH AS PART OF THE CLOSING ACCOUNTS.
5.3
THE BALANCE SHEET IN THE CLOSING