SHALL INCLUDE BODIES
CORPORATE AND UNINCORPORATED ASSOCIATIONS, PARTNERSHIPS AND INDIVIDUALS.
1.6
REFERENCES TO A PRELIMINARY OR CLAUSE OR THE
SCHEDULE ARE, UNLESS THE CONTEXT OTHERWISE REQUIRES, REFERENCES TO RECITALS OR
THE SCHEDULE TO, OR CLAUSES OF, THIS AGREEMENT.
2.
TERMINATION OF SERVICES AGREEMENT AND GUARANTEE
2.1
PURSUANT TO CLAUSE 14.3 OF THE SERVICES
AGREEMENT IT IS HEREBY AGREED AND DECLARED THAT THE SERVICES AGREEMENT SHALL
TERMINATE ON THE TERMINATION DATE.
NOTWITHSTANDING ANY PROVISION OF THE
SERVICES AGREEMENT, EXCEPT TO THE EXTENT REFERRED TO OR STATED IN THIS
AGREEMENT, ALL PROVISIONS OF THE SERVICES AGREEMENT WILL CEASE TO HAVE EFFECT AS
FROM THE TERMINATION DATE.
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2.2
NOTWITHSTANDING THE TERMINATION OF THE
SERVICES AGREEMENT UNDER CLAUSE 2.1 OF THIS AGREEMENT, ON THE TERMINATION DATE
GAME SHALL BE LIABLE TO PAY TO EBS (OR TO ITS ORDER):
2.2.1
THE BALANCE OF THE FEE PAYABLE UNDER CLAUSE 5.1 (A)
OF THE SERVICES AGREEMENT IN RESPECT OF TURNOVER FOR THE YEAR ENDING ON 31
JANUARY 2004; AND
2.2.2
THE BONUS FEE (IF ANY) PAYABLE UNDER CLAUSE 5.1(B)
OF THE SERVICES AGREEMENT IN RESPECT OF THE PROFIT FOR THE YEAR ENDING ON 31
JANUARY 2004.
The Turnover and the Profit for the Year ending on 31 January 2004 shall be
calculated and verified, and the fees payable under clause 2.2 of this Agreement
shall be paid (and any necessary part of it repaid), in accordance with the
provisions of clauses 7.1 to 7.4 (inclusive) and 8 of the Services Agreement (in
all such clauses ignoring all references to clause 7.5) save that (i) Game shall
have no obligation to deliver management accounts or copies of related working
papers as referred to in clause 7.1 of the Services Agreement; and (ii) the
obligation to make the payment referred to in clause 2.3 shall be ignored in the
calculation of the Profit for the Year ending on 31 January 2004.
Game will use
all reasonable endeavours to procure that its auditors issue the certificate
referred to in clause 7.4(c) of the Services Agreement in, or substantially in,
the form agreed between the parties.
2.3
IN ADDITION TO THE PAYMENTS TO BE MADE BY
GAME UNDER CLAUSES 2.2 AND 4.1, GAME SHALL WITHIN 14 DAYS OF THE DATE OF
EXECUTION OF THIS AGREEMENT PAY TO EBS (OR TO ITS ORDER) THE SUM OF
US$15,000,000 (UNITED STATES DOLLARS FIFTEEN MILLION), SUCH SUM BEING IN FULL
AND FINAL SETTLEMENT OF ANY PAYMENTS WHICH GAME MAY HAVE BEEN LIABLE TO PAY
UNDER THE SERVICES AGREEMENT.
2.4
WITHOUT PREJUDICE TO ANY RIGHT, OBLIGATION
OR LIABILITY THAT ARISES UNDER THIS AGREEMENT, EBI AND EBS HEREBY WAIVE, RELEASE
AND FULLY DISCHARGE, THE FOLLOWING FROM ALL RIGHTS, OBLIGATIONS AND LIABILITIES
UNDER THE SERVICES AGREEMENT, WHETHER PAST, CURRENT OR FUTURE:
2.4.1
GAME;
2.4.2
ALL OTHER MEMBERS OF THE GAME GROUP;
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2.4.3
ALL OTHER GAME RELATED PERSONS; AND
2.4.4
ALL EMPLOYEES, OFFICERS, DIRECTORS, SERVANTS OR
AGENTS OF GAME AND/OR OF ANY OTHER GAME RELATED PERSON, AND/OR OF ANY OTHER
MEMBER OF THE GAME GROUP.