AND SPORTECH SHALL COOPERATE IN GOOD FAITH TO RESOLVE SUCH DISPUTE
AS PROMPTLY AS PRACTICABLE AND, UPON SUCH RESOLUTION, IF ANY, ANY ADJUSTMENTS TO
THE PRELIMINARY CASH AMOUNT, THE PRELIMINARY NET WORKING CAPITAL OR THE
PRELIMINARY RELEVANT CAPITAL EXPENDITURE, SHALL BE MADE IN ACCORDANCE WITH THE
AGREEMENT OF SPORTECH AND SGC.
IN CONNECTION WITH SGC'S REVIEW OF THE DISPUTE
NOTICE, TO THE EXTENT REASONABLY REQUIRED FOR THE PURPOSES THEREOF, SGC AND ITS
REPRESENTATIVES SHALL HAVE REASONABLE ACCESS, DURING NORMAL BUSINESS HOURS AND
UPON REASONABLE NOTICE, TO ALL SUPPORTING WORK PAPERS AND SCHEDULES PREPARED BY
SPORTECH OR ITS REPRESENTATIVES (SUBJECT TO CUSTOMARY INDEMNIFICATION AND
CONFIDENTIALITY AGREEMENTS WITH RESPECT TO THE SUPPORTING WORK PAPERS OF
SPORTECH'S INDEPENDENT ACCOUNTANTS THAT MAY BE REQUESTED BY SUCH INDEPENDENT
ACCOUNTANTS) IN CONNECTION WITH SPORTECH'S PREPARATION OF THE DISPUTE NOTICE AND
TO FINANCE PERSONNEL OF SPORTECH AND ITS REPRESENTATIVES AND ANY OTHER
INFORMATION WHICH SGC REASONABLY REQUESTS, AND SPORTECH SHALL COOPERATE AS THEY
MAY REASONABLY REQUEST WITH SGC AND ITS REPRESENTATIVES IN CONNECTION
THEREWITH.
IF SPORTECH AND SGC ARE UNABLE TO RESOLVE ANY SUCH DISPUTE WITHIN
TEN (10) BUSINESS DAYS (OR SUCH LONGER PERIOD AS SPORTECH AND SGC SHALL MUTUALLY
AGREE IN WRITING) OF SPORTECH'S DELIVERY OF SUCH DISPUTE NOTICE, SUCH DISPUTE
SHALL BE RESOLVED BY THE INDEPENDENT ACCOUNTING FIRM, AND SUCH DETERMINATION
SHALL BE FINAL AND BINDING ON THE PARTIES.
ANY ADDITIONAL TERMS OF REFERENCE OF
THE INDEPENDENT ACCOUNTING FIRM SHALL BE AGREED IN GOOD FAITH BETWEEN THE
PARTIES AT THE TIME OF APPOINTMENT BY SPORTECH AND SGC.
ANY EXPENSES RELATING
TO THE ENGAGEMENT OF ANY INDEPENDENT ACCOUNTING FIRM IN RESPECT OF ITS SERVICES
PURSUANT TO THIS SECTION 2.4(H) SHALL BE PAID (I) BY SGC (ON BEHALF OF
32
SELLERS) IF THE DISPUTES SET FORTH IN THE DISPUTE NOTICE ARE RESOLVED IN FAVOR
OF SPORTECH; OR (II) BY SPORTECH (ON BEHALF OF PURCHASERS) IF THE DISPUTES SET
FORTH IN THE DISPUTE NOTICE ARE RESOLVED IN FAVOR OF SGC.
IF THE DISPUTES SET
FORTH IN THE DISPUTE NOTICE ARE RESOLVED PART IN FAVOR OF SGC AND PART IN FAVOR
OF SPORTECH, SUCH EXPENSES SHALL BE SHARED BY SPORTECH AND SGC IN PROPORTION TO
THE AGGREGATE AMOUNT OF DISPUTES RESOLVED IN FAVOR OF SGC COMPARED TO THE
AGGREGATE AMOUNT OF DISPUTES RESOLVED IN FAVOR OF SPORTECH, AS SHALL BE
DETERMINED BY THE INDEPENDENT ACCOUNTING FIRM IN GOOD FAITH.
THE INDEPENDENT
ACCOUNTING FIRM SHALL BE INSTRUCTED TO USE REASONABLE BEST EFFORTS TO PERFORM
ITS SERVICES WITHIN THIRTY (30) DAYS OF SUBMISSION OF THE DISPUTE TO IT AND, IN
ANY CASE, AS PROMPTLY AS PRACTICABLE AFTER SUCH SUBMISSION.
IN MAKING ITS
DETERMINATION, THE INDEPENDENT ACCOUNTING FIRM SHALL ACT AS EXPERT AND NOT
ARBITRATOR.
IN RESOLVING ANY DISPUTED ITEM, THE INDEPENDENT ACCOUNTING FIRM
SHALL CONSIDER ONLY THOSE ITEMS AND AMOUNTS THAT ARE IDENTIFIED IN THE DISPUTE
NOTICE THAT SGC AND SPORTECH HAVE NOT THERETOFORE RESOLVED, AND MAY NOT ASSIGN A
VALUE TO ANY SUCH ITEM GREATER THAN THE HIGHEST VALUE, OR LESS THAN THE LOWEST
VALUE, CLAIMED FOR SUCH ITEM