EXPENSE FOR SUCH PROGRAMS,
WHICH SHALL BE FOR THE ACCOUNT OF PURCHASERS, THE DEVELOPMENT AND IMPLEMENTATION
OF ANY SUCH PROGRAM SHALL BE CONDUCTED AT THE SOLE COST AND EXPENSE OF THE
SELLERS.
SECTION 5.19
TRANSFER OF SG RACING.
PRIOR TO
CLOSING, SGR SHALL, AND SGC SHALL PROCURE THAT SGR SHALL, TRANSFER SGR'S
OWNERSHIP OF SG RACING FROM SGR TO AN AFFILIATE OF SGC (EXCLUDING THE COMPANIES
AND THEIR SUBSIDIARIES) SO THAT AT CLOSING SG RACING WILL NOT TRANSFER TO
PURCHASERS AS A SUBSIDIARY OF SGR (THE "SG RACING TRANSFER").
SELLERS SHALL
AFFORD SPORTECH A REASONABLE OPPORTUNITY TO APPROVE THE DOCUMENTATION
IMPLEMENTING THE SG RACING TRANSFER (SUCH APPROVAL NOT TO BE UNREASONABLY
WITHHELD).
SECTION 5.20
RELEASE OF EMPLOYEES.
SELLERS
ACKNOWLEDGE AND AGREE THAT FOR SO LONG AS ANY AFFECTED EMPLOYEE REMAINS AN
EMPLOYEE OF SPORTECH OR ANY OF ITS SUBSIDIARIES (INCLUDING THE COMPANIES AND
THEIR SUBSIDIARIES) AND WHETHER OR NOT SUCH AFFECTED EMPLOYEE HAS PROVIDED ANY
RELEASE TO SELLERS, SELLERS SHALL NOT, AND SHALL
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PROCURE THAT NONE OF THEIR AFFILIATES SHALL, ENFORCE ANY RESTRICTIVE COVENANTS
OR AGREEMENTS RELATING TO NON-COMPETITION, NON-SOLICITATION, USE OF INTELLECTUAL
PROPERTY OR USE OF CONFIDENTIAL INFORMATION OR ANY RESTRICTIONS OF SIMILAR
EFFECT IN EFFECT BETWEEN SUCH AFFECTED EMPLOYEE AND SELLERS AND ANY OF THEIR
AFFILIATES, TO THE EXTENT SUCH COVENANTS OR AGREEMENTS WOULD OTHERWISE LIMIT
SUCH AFFECTED EMPLOYEE'S PERFORMANCE OF HIS SERVICES AS AN EMPLOYEE OF SPORTECH
OR ANY OF ITS SUBSIDIARIES AND TO SUCH EXTENT SUCH COVENANTS OR AGREEMENTS SHALL
NOT APPLY; PROVIDED IN EACH CASE THAT SPORTECH AND ITS AFFILIATES (I) ARE IN
COMPLIANCE WITH THE PROVISIONS OF SECTION 5.3(B) OF THIS AGREEMENT, (II) ARE IN
COMPLIANCE WITH SECTION 2 OF THE SUPPLY AGREEMENT, SECTION 2 OF THE SOFTWARE
LICENSE AGREEMENT, AND ANY OTHER PROVISIONS OF THE ANCILLARY AGREEMENTS WHICH BY
THEIR TERMS LIMIT THE CONDUCT OF BUSINESS BY SPORTECH OR ANY OF ITS AFFILIATES,
WHETHER BY REFERENCE TO THE FIELDS OF USE OF LICENSES GRANTED TO OR BY SUCH
PERSONS, RESTRICTIVE COVENANTS, OR OTHERWISE, AND (III) HAVE NOT TAKEN ANY
ACTION THAT WOULD ENTITLE SGC PURSUANT TO SECTION 2(E) OR 2(F) OF THE INVESTORS'
AGREEMENT TO TERMINATE ITS OBLIGATIONS UNDER SECTION 1 OF THE INVESTORS'
AGREEMENT; PROVIDED FURTHER THAT IN THE EVENT OF SUCH NON-COMPLIANCE BY SPORTECH
OR ITS AFFILIATES, WITHOUT LIMITING THE REMEDIES AGAINST SPORTECH OR ANY OF ITS
AFFILIATES, SGC SHALL ONLY ENFORCE ANY SUCH COVENANT OR AGREEMENT BETWEEN SUCH
AFFECTED EMPLOYEE AND SELLERS OR ANY OF THEIR AFFILIATES, AND ANY SUCH COVENANT
OR AGREEMENT SHALL ONLY APPLY, TO THE EXTENT OF SUCH NON-COMPLIANCE. EACH
AFFECTED EMPLOYEE SHALL BE AN EXPRESS THIRD PARTY BENEFICIARY OF THIS
SECTION 5.20.
TO THE EXTENT THAT ANY AFFECTED EMPLOYEE PROVIDES A GENERAL
RELEASE TO SELLERS PRIOR TO CLOSING, SGC SHALL USE ITS COMMERCIALLY REASONABLY
EFFORTS TO PROCURE THAT SUCH RELEASE SHALL INCLUDE SGR AND ITS AFFILIATES AS
EXPRESS THIRD PARTY BENEFICIARIES.
SECTION 5.21
CREDIT AGREEMENT.
SGC SHALL USE ITS BEST EFFORTS TO OBTAIN ANY
AMENDMENT OF, OR CONSENT UNDER, THE CREDIT AGREEMENT AS MAY