OF SUCH GUARANTEE) AND RELEASE OF ANY ENCUMBRANCES ON THE
INTERESTS, ASSETS OR PROPERTY OF THE COMPANIES AND THEIR SUBSIDIARIES ARISING
UNDER SUCH INDEBTEDNESS OR IN RESPECT OF ANY INDEBTEDNESS OF ANY OTHER PERSON
SECURED BY THE INTERESTS, ASSETS OR PROPERTY OF ANY COMPANY OR SUBSIDIARY, IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO SPORTECH.
IN CONNECTION WITH ANY
SUCH REPAYMENT AND DISCHARGE, SELLERS SHALL, FOR THE BENEFIT OF PURCHASERS,
IRREVOCABLY AND PERMANENTLY WAIVE ANY RIGHT OF REIMBURSEMENT, CONTRIBUTION,
SUBROGATION WHETHER ARISING UNDER CONTRACT, STATUTE OR APPLICABLE LAW IN RESPECT
OF ANY SUCH REPAYMENT, IN EACH CASE IN A WRITING IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO SPORTECH.
(B)
AS OF THE CLOSING, EXCEPT FOR (I) THE
ANCILLARY AGREEMENTS; AND (II) THE CONTRACTS SET FORTH IN SECTION 5.7(B) OF THE
SELLER DISCLOSURE SCHEDULE, ALL CONTRACTS BETWEEN ANY OF THE COMPANIES OR THEIR
SUBSIDIARIES, ON THE ONE HAND, AND ANY OF SELLERS OR THEIR AFFILIATES (OTHER
THAN ANY OF THE COMPANIES OR THEIR SUBSIDIARIES), ON THE OTHER HAND (THE
"TERMINATING CONTRACTS"), SHALL BE TERMINATED AS BETWEEN THEM AND SHALL BE
WITHOUT ANY FURTHER FORCE AND EFFECT, AND THERE SHALL BE NO FURTHER OBLIGATIONS
OR LIABILITIES OF ANY OF THE RELEVANT PARTIES THEREUNDER.
PURCHASERS AND
SELLERS AGREE TO TAKE AND TO CAUSE THEIR RESPECTIVE AFFILIATES TO TAKE ANY
ACTION FOLLOWING THE CLOSING THAT WOULD BE REQUIRED TO GIVE EFFECT TO THE
TERMINATION OF THE TERMINATING CONTRACTS.
(C)
EXCEPT AS SET FORTH IN SECTION 5.7(C) OF
THE SELLER DISCLOSURE SCHEDULE, ALL INTER-COMPANY ACCOUNTS, WHETHER PAYABLES OR
RECEIVABLES, BETWEEN ANY OF SELLERS AND THEIR AFFILIATES (OTHER THAN ANY OF THE
COMPANIES AND THEIR
90
SUBSIDIARIES), ON THE ONE HAND, AND ANY OF THE COMPANIES AND THEIR SUBSIDIARIES,
ON THE OTHER HAND, AS OF THE CLOSING SHALL BE SETTLED IN FULL IN THE MANNER
CONTEMPLATED BY EXHIBIT I OR OTHERWISE IN A MANNER REASONABLY SATISFACTORY TO
PURCHASERS AT OR PRIOR TO THE CLOSING.
SGC SHALL DELIVER TO SPORTECH, AT OR
PRIOR TO CLOSING, EVIDENCE OF SETTLEMENT IN FULL OF THE INTER-COMPANY ACCOUNTS
IN ACCORDANCE WITH THIS SECTION 5.7(C).
SECTION 5.8
RELEASE OF LETTERS OF CREDIT AND
GUARANTEES.
(A)
PRIOR TO THE CLOSING, PURCHASERS SHALL
OBTAIN A SUBSTITUTE LETTER OF CREDIT TO REPLACE IN ALL RESPECTS EACH RELEVANT
LETTER OF CREDIT AND PURCHASERS, SUBJECT TO SUCH COOPERATION FROM SELLERS AS THE
PURCHASERS MAY REASONABLY REQUIRE, SHALL USE THEIR REASONABLE BEST EFFORTS TO
OBTAIN FROM THE BENEFICIARY OF SUCH RELEVANT LETTER OF CREDIT AND DELIVER TO
SELLERS A FULL AND UNCONDITIONAL RELEASE OF ALL OF THE OBLIGATIONS OF SELLERS
AND THEIR APPLICABLE AFFILIATES WITH RESPECT TO SUCH RELEVANT LETTER OF CREDIT
(WHICH RELEASE SHALL BE REASONABLY ACCEPTABLE TO SGC).
NEITHER SELLERS NOR
PURCHASERS SHALL BE REQUIRED TO PAY ANY CONSIDERATION OR OFFER OR GRANT ANY
FINANCIAL ACCOMMODATION TO OBTAIN ANY SUCH RELEASE.
IN THE EVENT PURCHASERS
HAVE NOT, AS OF THE CLOSING, OBTAINED SUBSTITUTE LETTERS OF CREDIT TO REPLACE IN
ALL RESPECTS THE RELEVANT LETTERS OF CREDIT AND OBTAINED AND DELIVERED RELEASES
WITH RESPECT THERETO IN ACCORDANCE