THE BUSINESS AND PROPERTIES OF THE COMPANIES AND THEIR SUBSIDIARIES AS SPORTECH
MAY REASONABLY REQUEST.
IN EXERCISING ITS RIGHTS HEREUNDER, SPORTECH SHALL (AND
SHALL CAUSE EACH OF ITS REPRESENTATIVES TO) CONDUCT ITSELF SO AS NOT TO
UNREASONABLY INTERFERE IN THE CONDUCT OF THE BUSINESS OF THE COMPANIES AND THEIR
SUBSIDIARIES PRIOR TO CLOSING.
SPORTECH ACKNOWLEDGES AND AGREES THAT ANY
CONTACT BY SPORTECH AND ITS REPRESENTATIVES WITH OFFICERS, CUSTOMERS OR AGENTS
OF THE COMPANIES AND THEIR SUBSIDIARIES HEREUNDER SHALL BE ARRANGED AND
SUPERVISED BY REPRESENTATIVES OF SGC, UNLESS SGC OTHERWISE
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EXPRESSLY CONSENTS IN WRITING WITH RESPECT TO ANY SPECIFIC UNSUPERVISED
CONTACT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT,
NONE OF SELLERS OR ANY OF THEIR AFFILIATES (INCLUDING THE COMPANIES AND THEIR
SUBSIDIARIES) SHALL BE REQUIRED TO DISCLOSE TO SPORTECH OR ANY AGENT OR
REPRESENTATIVE THEREOF ANY INFORMATION (X) RELATING TO ANY SALE OR DIVESTITURE
PROCESS CONDUCTED BY ANY OF THE SELLERS OR THEIR AFFILIATES WITH RESPECT TO THE
COMPANIES, THEIR SUBSIDIARIES OR THE BUSINESS OR ANY EVALUATION BY ANY OF
SELLERS OR THEIR AFFILIATES (OR THEIR REPRESENTATIVES) OF THE COMPANIES, THEIR
SUBSIDIARIES OR THE BUSINESS IN CONNECTION THEREWITH, INCLUDING PROJECTIONS,
FINANCIAL INFORMATION OR OTHER INFORMATION RELATING THERETO OR THE SUBSCRIPTION
FOR THE SPORTECH SHARES; OR (Y) IF DOING SO COULD VIOLATE ANY CONTRACT OR LAW TO
WHICH ANY OF SELLERS OR THEIR AFFILIATES (INCLUDING THE COMPANIES AND THEIR
SUBSIDIARIES) IS A PARTY OR TO WHICH IT IS SUBJECT OR WHICH IT BELIEVES IN GOOD
FAITH WOULD RESULT IN A LOSS OF THE ABILITY TO SUCCESSFULLY ASSERT A CLAIM OF
PRIVILEGE (INCLUDING ATTORNEY-CLIENT AND WORK PRODUCT PRIVILEGES); PROVIDED,
HOWEVER, THAT IN THE CASE OF POTENTIAL LOSS OF PRIVILEGE UNDER
SECTION 5.4(A)(Y) ABOVE, THE PARTIES SHALL COOPERATE IN SEEKING TO FIND A WAY TO
ALLOW DISCLOSURE OF SUCH INFORMATION TO THE EXTENT DOING SO WOULD NOT (IN THE
GOOD FAITH BELIEF OF SGC (AFTER CONSULTATION WITH COUNSEL, WHICH MAY BE IN-HOUSE
COUNSEL)) REASONABLY BE LIKELY TO CAUSE SUCH PRIVILEGE TO BE UNDERMINED WITH
RESPECT TO SUCH INFORMATION.
IN ADDITION, NOTWITHSTANDING ANYTHING CONTAINED IN
THIS AGREEMENT TO THE CONTRARY, NONE OF SPORTECH OR ITS REPRESENTATIVES SHALL
HAVE ANY RIGHT TO PERFORM OR CONDUCT, OR CAUSE TO BE PERFORMED OR CONDUCTED, ANY
ENVIRONMENTAL SAMPLING OR TESTING AT, IN, ON, ABOVE OR UNDERNEATH THE REAL
PROPERTY.
(B)
TO THE EXTENT THAT SGC'S INVESTMENT IN THE SPORTECH SHARES IS
REQUIRED UNDER GAAP AND APPLICABLE RULES AND REGULATIONS PROMULGATED BY THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") TO BE REFLECTED AS AN EQUITY
METHOD INVESTMENT IN THE FINANCIAL STATEMENTS OF SGC, AND SGC IS AS A RESULT
REQUIRED BY APPLICABLE LAW, OR SGC IS OTHERWISE REQUIRED BY APPLICABLE LAW,
INCLUDING THE DISCLOSURE PRINCIPLES OF RULE 10B-5 UNDER THE SECURITIES EXCHANGE
ACT OF 1934, OR IN CONNECTION WITH ORDINARY COURSE FINANCING MATTERS, TO
DISCLOSE, WITH RESPECT TO ANY QUARTER OR FISCAL YEAR, FINANCIAL INFORMATION
(INCLUDING APPROPRIATE TREATMENT FOR TAX MATTERS) IN RELATION TO OR DERIVED FROM
FINANCIAL INFORMATION OF SPORTECH (BUT ONLY TO THE