OF WHICH WHEN EXECUTED, SHALL BE
DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TOGETHER SHALL BE DEEMED TO BE ONE AND
THE SAME INSTRUMENT BINDING UPON ALL OF THE PARTIES NOTWITHSTANDING THE FACT
THAT ALL OF THE PARTIES ARE NOT SIGNATORY TO THE ORIGINAL OR THE SAME
COUNTERPART.
FOR PURPOSES OF THIS AGREEMENT, FACSIMILE SIGNATURES SHALL BE
DEEMED ORIGINALS.
SECTION 9.13
THIRD-PARTY BENEFICIARIES.
EXPECT FOR THE SELLER
INDEMNIFIED PARTIES AND THE PURCHASER INDEMNIFIED PARTIES, WHO SHALL BE INTENDED
THIRD PARTY BENEFICIARIES WITH RESPECT TO ARTICLE VIII WITH THE RIGHT TO
DIRECTLY ENFORCE THE SAME AGAINST THE PARTIES AS IF SIGNATORIES HERETO, AND AS
EXPRESSLY PROVIDED IN SECTION 5.20, THIS AGREEMENT IS FOR THE SOLE BENEFIT OF
THE PARTIES AND THEIR SUCCESSORS AND PERMITTED ASSIGNS AND NOTHING HEREIN
EXPRESS OR IMPLIED SHALL GIVE OR BE CONSTRUED TO GIVE TO ANY PERSON, OTHER THAN
THE PARTIES AND SUCH SUCCESSORS AND PERMITTED ASSIGNS, ANY LEGAL OR EQUITABLE
RIGHTS HEREUNDER.
SECTION 9.14
SPECIFIC PERFORMANCE.
THE PARTIES AGREE THAT IF ANY OF THE
PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR
SPECIFIC TERMS
126
OR WERE OTHERWISE BREACHED, IRREPARABLE DAMAGE WOULD OCCUR, NO ADEQUATE REMEDY
AT LAW WOULD EXIST AND DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE
PARTIES SHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF THE TERMS HEREOF, IN
ADDITION TO ANY OTHER REMEDY AT LAW OR IN EQUITY.
SECTION 9.15
SEVERABILITY.
WITHOUT PREJUDICE TO THE PROVISIONS OF
SECTIONS 5.3(B), 5.16(C) AND 5.17(C), IF ANY PROVISION OF THIS AGREEMENT OR THE
APPLICATION OF ANY SUCH PROVISION TO ANY PERSON OR CIRCUMSTANCE SHALL BE HELD
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT BY A COURT OF COMPETENT
JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT
ANY OTHER PROVISION HEREOF.
127
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and year first above written.
SCIENTIFIC GAMES CORPORATION
By:
/s/ Jeffrey S. Lipkin
Name:
Jeffrey S. Lipkin
Title:
Vice President and Chief Financial Officer
SCIENTIFIC GAMES INTERNATIONAL, INC.
By:
/s/ Jeffrey S. Lipkin
Name:
Jeffrey S. Lipkin
Title:
Vice President
SCIENTIFIC GAMES RACING, INC.
By:
/s/ Jeffrey S. Lipkin
Name:
Jeffrey S. Lipkin
Title:
Vice President and Treasurer
SCIENTIFIC GAMES GERMANY GMBH
By:
/s/ John Donahue
Name:
John Donahue
Title:
Managing Director
SCIENTIFIC GAMES LUXEMBOURG HOLDINGS SARL
By:
/s/ Ira H. Raphaelson
Name:
Ira H. Raphaelson
Title:
Manager
SCIENTIFIC GAMES HOLDINGS LIMITED
By:
/s/ Ira H. Raphaelson
Name:
Ira H. Raphaelson
Title:
Director and Secretary
SCIENTIFIC GAMES RACING, LLC
By:
/s/ Jeffrey S. Lipkin
Name:
Jeffrey S. Lipkin
Title:
Manager
SPORTECH PLC
By:
/s/ Ian Penrose
Name:
Ian Penrose
Title:
Chief Executive Officer
SPORTECH HOLDCO 1 LIMITED
By:
/s/ Steve Cunliffe
Name:
Steve Cunliffe
Title:
Finance Director
SPORTECH HOLDCO 2 LIMITED
By:
/s/ Steve Cunliffe
Name:
Steve Cunliffe
Title:
Finance Director