NOT PAID ON THE DUE DATE, EBS SHALL PAY
INTEREST ON THE OVERDUE AMOUNT (BOTH BEFORE AND AFTER ANY JUDGMENT) AT A RATE OF
TWO PER CENT. PER ANNUM OVER THE BASE RATE FROM TIME OF NATIONAL WESTMINSTER
BANK PLC (OR ITS SUCCESSORS) SUCH INTEREST TO ACCRUE FROM THE DUE DATE OF
PAYMENT OF THE SAID SUM UNTIL THE DATE ON WHICH PAYMENT IS RECEIVED BY GAME.
7.5
ALL AMOUNTS (IF ANY) TO BE PAID BY EBS UNDER
CLAUSE 2 OF THIS AGREEMENT SHALL BE PAID IN FULL WITHOUT ANY DEDUCTION OR
WITHHOLDING OTHER THAN AS REQUIRED BY LAW AND EBS WILL NOT BE ENTITLED TO ASSERT
ANY CREDIT, SET-OFF OR COUNTERCLAIM AGAINST GAME, ANY OTHER MEMBER OF THE GAME
GROUP, OR ANY OTHER GAME RELATED PERSON IN ORDER TO JUSTIFY WITHHOLDING PAYMENT
OF ANY SUCH AMOUNT IN WHOLE OR IN PART.
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8.
AUTHORITY
The persons executing this Agreement have been duly authorised and empowered to
do so on behalf of the respective parties hereto.
9.
CONFIDENTIALITY
9.1
EACH OF THE PARTIES TO THIS AGREEMENT
ACKNOWLEDGES THAT THE OTHER PARTY WILL BE ISSUING A PRESS RELEASE AND MAKING
FILINGS WITH APPLICABLE REGULATORY BODIES DESCRIBING THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT PROVIDED THAT WITH RESPECT TO THE PRESS RELEASES
AND FILINGS TO BE ISSUED UPON SIGNING OF THIS AGREEMENT, THE PARTIES AGREE TO
COOPERATE AND SHALL HAVE THE RIGHT TO APPROVE THE FORM AND CONTENT OF THE PRESS
RELEASE OF THE OTHERS (SUCH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, DELAYED
OR MADE CONDITIONAL).
9.2
EBI AND EBS SHALL BE ENTITLED TO DISCLOSE
THE INFORMATION REFERRED TO IN CLAUSE 9.1 TO EBI GROUP MEMBERS AND TO EBI
RELATED PERSONS AND GAME SHALL BE ENTITLED TO DISCLOSE SUCH INFORMATION TO OTHER
GAME GROUP MEMBERS AND TO GAME RELATED PERSONS.
9.3
EBI AND EBS ON THE ONE HAND AND GAME ON THE
OTHER SHALL KEEP (AND SHALL PROCURE THAT MEMBERS OF THEIR RESPECTIVE GROUPS
SHALL KEEP) CONFIDENTIAL ALL INFORMATION WHICH WAS DISCLOSED TO THE OTHER
PURSUANT TO OR FOR THE PURPOSES OF THE SERVICES AGREEMENT AND THE LICENCE
AGREEMENT SAVE FOR INFORMATION WHICH IS ALREADY IN THE PUBLIC DOMAIN THROUGH NO
BREACH OF ANY OBLIGATION OF CONFIDENTIALITY OR THAT IS REQUIRED BY ANY
APPLICABLE LAW OR REGULATION.
9.4
EACH PARTY MAY REFER TO THIS AGREEMENT AND
ITS TERMS IN GOOD FAITH AND IN THE ORDINARY COURSE OF BUSINESS BUT NOT IN A WAY
OR IN TERMS THAT IS DISPARAGING TO ANY OTHER PARTY.
10.
VARIATIONS
This Agreement may be amended, modified, superseded or cancelled and any of its
terms, covenants, representations, warranties, undertakings or conditions may be
waived only by an instrument in writing signed by (or by some person duly
authorised by) all of the parties or, in the case of a waiver, by the party
waiving compliance.
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11.
WAIVERS
11.1
THE FAILURE OF ANY PARTY AT ANY TIME OR TIMES TO
REQUIRE PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT ITS
RIGHT TO ENFORCE SUCH PROVISION