AVAILABLE TO THE BUYERS:
6.3.1
THE STATUTORY BOOKS OR EQUIVALENT OF THE COMPANIES
(WHICH SHALL BE WRITTEN UP TO BUT NOT INCLUDING THE CLOSING), THEIR CERTIFICATES
OF INCORPORATION AND COMMON SEALS OR EQUIVALENT (IF ANY);
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6.3.2
DEEDS OF RELEASE AND DISCHARGE (OR UNDERTAKINGS TO
PROVIDE DEEDS OF RELEASE AND DISCHARGE IN TERMS SATISFACTORY TO THE BUYERS) IN
RESPECT OF ALL CHARGES AND GUARANTEES ENTERED INTO BY A COMPANY DULY EXECUTED BY
THOSE ENTITLED TO THE BENEFIT OF SUCH CHARGES AND GUARANTEES TOGETHER WITH FORM
403A EXECUTED ON BEHALF OF EACH COMPANY IN RELATION TO ANY CHARGES APPEARING ON
THE REGISTER OF CHARGES OF THE COMPANY AT COMPANIES HOUSE (INCLUDING, WITHOUT
LIMITATION, THE CHARGE(S) SPECIFIED IN SCHEDULE 2);
6.3.3
THE DOCUMENTS OF TITLE RELATING TO SHARES AND OTHER
SECURITIES OWNED BY EACH MEMBER OF THE GROUP;
6.3.4
STATEMENTS OF THE BANK ACCOUNTS OF EACH COMPANY TO A
DATE WHICH IS NOT MORE THAN TWO BUSINESS DAYS BEFORE CLOSING TOGETHER WITH A
RECONCILIATION STATEMENT TO CLOSING OF THE SAME, AND THE APPROPRIATE FORMS TO
AMEND, IN SUCH MANNER AS THE BUYERS REQUIRE, THE MANDATES GIVEN TO THE RELEVANT
BANK (EACH FORM TO BE DULY SIGNED BY THE MANDATE HOLDERS AS AT CLOSING);
6.3.5
A LEGAL OPINION OF MORGAN & MORGAN IN RELATION TO
NEOMI;
6.3.6
A LEGAL OPINION OF MORGAN & MORGAN IN RELATION TO
SCRIVAN INCLUDING ITS CAPACITY TO ENTER INTO THE PROPERTY DOCUMENTS;
6.3.7
A LEGAL OPINION OF RA DR HELMUT GRUBMULLER IN RELATION
TO THE TRUSTEE SELLERS;
6.3.8
DULY EXECUTED FORMS SDLT 1 AND 4 IN RELATION TO THE
LEASE AT GREEN LANE; AND
6.3.9
THE ORIGINALS OF ALL TITLES DEEDS AND DOCUMENTS, LEASES
AND LICENCES IN RELATION TO THE PROPERTIES AS SET OUT IN PART 2 OF SCHEDULE 9.
6.4
THE SELLERS SHALL PROCURE THAT A BOARD MEETING OF EACH COMPANY
IS HELD AT WHICH:
6.4.1
SUCH PERSONS AS THE BUYERS NOMINATE ARE APPOINTED
ADDITIONAL DIRECTORS;
6.4.2
THE TRANSFERS REFERRED TO IN SUB-CLAUSE 6.2.1 ARE
APPROVED (SUBJECT TO STAMPING);
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6.4.3
THE RESIGNATIONS REFERRED TO IN SUB-CLAUSES 6.2.4 AND
6.2.5 ARE SUBMITTED AND ACCEPTED.
6.5
THE BUYERS SHALL DELIVER TO THE SELLERS:
6.5.1
THE TAX DEED EXECUTED BY THE BUYERS; AND
6.5.2
A COPY OF THE MINUTES OF DULY HELD MEETINGS OF THE
DIRECTORS OF THE SCIENTIFIC GAMES INTERNATIONAL HOLDINGS LIMITED AUTHORISING THE
EXECUTION OF THIS AGREEMENT.
6.6
UPON COMPLETION OF THE MATTERS REFERRED TO IN CLAUSES 6.2 TO
6.5, THE BUYERS SHALL PAY BY MEANS OF ELECTRONIC FUNDS TRANSFER TO THE ACCOUNT
OF THE SELLERS' SOLICITORS (DETAILS OF WHICH ARE SET OUT IN CLAUSE 3.4) THE SUM
OF £79,620,716 (SEVENTY NINE MILLION, SIX HUNDRED AND TWENTY THOUSAND, SEVEN
HUNDRED AND SIXTEEN POUNDS STERLING) BEING THE AGGREGATE OF:
(I)
THE SUM PAYABLE PURSUANT TO CLAUSE 3.1.1;
(II)
THE ADJUSTMENT ESTIMATE; AND
(III)
NEGATIVE £5,000,000.
6.7
THE BUYERS SHALL NOT BE OBLIGED TO COMPLETE THE PURCHASE OF ANY
OF THE SHARES UNLESS THE PURCHASE OF ALL THE SHARES IS COMPLETED IN ACCORDANCE
WITH THIS AGREEMENT.
6.8