(INCLUDING IRS FORM 8883), FILED
BY PURCHASERS, SELLERS, AND THEIR RESPECTIVE AFFILIATES SHALL BE PREPARED
CONSISTENTLY WITH THE ALLOCATION SCHEDULE, UNLESS OTHERWISE REQUIRED BY LAW.
(N)
SELLERS AND PURCHASERS SHALL SHARE EQUALLY
ALL TRANSFER, CONVEYANCE OR SIMILAR TAXES APPLICABLE TO THE TRANSFER OF THE
INTERESTS.
EACH PARTY SHALL USE REASONABLE BEST EFFORTS TO CLAIM ANY AVAILABLE
EXEMPTION FROM SUCH TAXES AND TO COOPERATE WITH THE OTHER PARTIES TO OBTAIN SUCH
EXEMPTION.
(O)
SELLERS SHALL ENSURE THAT ANY TAX SHARING
AGREEMENT, INDEMNITY OBLIGATION OR SIMILAR CONTRACT OR ARRANGEMENT BETWEEN ANY
COMPANY AND THEIR SUBSIDIARIES AND THE SELLERS OR ANY AFFILIATE OF THE SELLERS
TERMINATES ON OR BEFORE THE CLOSING DATE.
(P)
ALL PAYMENTS MADE UNDER THIS AGREEMENT SHALL
BE MADE WITHOUT DEDUCTION OR WITHHOLDING UNLESS SUCH DEDUCTION OR WITHHOLDING IS
REQUIRED BY LAW.
IF SUCH DEDUCTION OR WITHHOLDING IS REQUIRED BY LAW, THE
AMOUNT OF ANY PAYMENT DUE (OTHER THAN PAYMENT DUE PURSUANT TO SECTION 2.7) SHALL
BE INCREASED TO AN AMOUNT WHICH (AFTER MAKING SUCH DEDUCTION OR WITHHOLDING)
LEAVES AN AMOUNT EQUAL TO THE PAYMENT WHICH WOULD HAVE BEEN DUE IF NO DEDUCTION
OR WITHHOLDING HAD BEEN REQUIRED.
SECTION 5.11
SHAREHOLDER APPROVAL; SPORTECH EQUITY
OFFERING; DISPOSAL OF SPORTECH SHARES.
(A)
SPORTECH SHALL AS PROMPTLY AS PRACTICABLE
PREPARE AND FILE WITH THE UKLA A CIRCULAR TO BE SENT TO SPORTECH'S SHAREHOLDERS
IN CONNECTION WITH THE SPORTECH SHAREHOLDERS MEETING (AS DEFINED BELOW) (THE
"CIRCULAR") CONTAINING (I) A NOTICE CONVENING THE SPORTECH SHAREHOLDERS MEETING;
(II) SUCH OTHER INFORMATION (IF ANY) AS MAY BE REQUIRED BY THE UKLA; AND
(III) SUCH OTHER INFORMATION AS SPORTECH SHALL REASONABLY DETERMINE TO BE
NECESSARY AND APPROPRIATE TO INCLUDE THEREIN.
SPORTECH SHALL INDEMNIFY AND HOLD
HARMLESS EACH OF THE SELLERS AND THEIR AFFILIATES FROM AND AGAINST ANY LOSS
SUFFERED OR INCURRED BY THE SELLERS AND THEIR AFFILIATES IN RESPECT OF ANY
ACTION BY ANY PERSON AGAINST ANY OF THEM TO THE EXTENT RESULTING FROM OR
ATTRIBUTABLE TO ANY
98
INACCURACY IN ANY INFORMATION CONTAINED IN THE CIRCULAR OR SPORTECH'S FAILURE TO
COMPLY WITH APPLICABLE LAW IN CONNECTION WITH THE SPORTECH SHAREHOLDERS MEETING
(EXCEPT IN EACH CASE TO THE EXTENT RESULTING FROM OR ATTRIBUTABLE TO ANY
INACCURACY IN ANY SELLER PROVIDED INFORMATION) ("CIRCULAR LIABILITY").
(B)
SPORTECH WILL TAKE ALL NECESSARY ACTION TO
CONVENE A GENERAL MEETING OF HOLDERS OF SPORTECH ORDINARY SHARES (THE "SPORTECH
SHAREHOLDERS MEETING") AT WHICH RESOLUTIONS WILL BE PROPOSED TO APPROVE THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY INCLUDING THE SPORTECH EQUITY
OFFERING AND SUCH OTHER MATTERS AS MAY BE NECESSARY IN RELATION THERETO (THE
"SPORTECH VOTING PROPOSAL") AS PROMPTLY AS PRACTICABLE AFTER THE CIRCULAR IS
APPROVED BY THE UKLA.
SUBJECT TO THE REQUIREMENTS OF LAW, THE SPECIFIC TERMS OF
THIS AGREEMENT AND TO THEIR GENERAL FIDUCIARY DUTIES, THE BOARD OF DIRECTORS OF
SPORTECH SHALL RECOMMEND TO ITS SHAREHOLDERS THE APPROVAL OF THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREBY.
SPORTECH, IN ALL EVENTS, SHALL TAKE ALL
ACTION NECESSARY TO ENSURE THAT THE SPORTECH VOTING PROPOSAL IS SUBMITTED TO
SHAREHOLDERS AT THE SPORTECH SHAREHOLDERS MEETING, THAT