REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. Buyer represents and warrants to the Sellers that:
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. As an inducement to Sellers and the Companies to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby represents and warrants to Sellers and the Companies as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. Buyer represents and warrants that the following are true as of the date of this Agreement. Each representation and warranty shall be automatically restated and ratified as of each Purchase Date.
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. Buyer represents and warrants to the Selling Parties as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. Buyer hereby represents and warrants to the Sellers and the Company, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. Except as is provided in the disclosure letter delivered at or prior to the execution of this Agreement by Buyer (the “Buyer Disclosure Schedule”), Buyer represents and warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. 55 6.1 Organization and Power 55 6.2 Authorization 55 6.3 Non-Contravention 55 6.4 Governmental Authorities and Consents 56 6.5 Litigation 56 6.6 Financial Capability 56 ARTICLE VII TERMINATION 56 7.1 Termination 56 7.2 Effect of Termination 57 ARTICLE VIII ADDITIONAL AGREEMENTS 57 8.1 Survival of Representations, Warranties and Covenants 57 8.2 Indemnification 58 8.3 Release of Escrow Amount 63 8.4 No Contribution 64 8.5 Sellers’ Representative 66 8.6 Mutual Assistance 65 8.7 Public Disclosure 66 8.8 Expenses 66 8.9 Equitable Remedies 66 8.10 Further Assurances 66 8.11 Confidentiality 67 8.12 Tax Matters 67 8.13 Release of Claims 69 ARTICLE IX MISCELLANEOUS 71 9.1 Amendment and Waiver 71 9.2 Notices 71 9.3 Successors and Assigns 72 9.4 Severability 72 9.5 Interpretation 72 9.6 No Third-Party Beneficiaries 73 9.7 Complete Agreement 73 9.8 Counterparts 73 9.9 Electronic Delivery 73 9.10 Governing Law; Jurisdiction; Waiver of Jury Trial 73 9.11 Consent to Representation; Conflict of Interest 74 EXHIBITS AND SCHEDULES Exhibits: Exhibit A Escrow Agreement Exhibit B Form of Seller Transmittal Letter Exhibit C Form of Resignation Letter Exhibit D Form of Employment Offer Letter Exhibit E Form of Restrictive Covenants Agreement Exhibit F Form of Option Holder Transmittal Letter Exhibit G Form of Key Employee Agreement Exhibit H Company Bonus Retention Plan Exhibit I Form of Option Cancellation Agreement Schedules: Key Employees Schedule Third-Party Approvals Schedule Specific Indemnity Schedule Net Working Capital Schedule Permitted Liens Schedule 2016/2017 Operating Budget Open Positions Schedule STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 28, 2016, by and among Rocket Games, Inc., a Delaware corporation (the “Company”), each of the Persons listed on the signature pages hereto (each a “Seller” and together, the “Sellers”), Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative of the Sellers (the “Sellers’ Representative”), and Penn Interactive Ventures, LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given such terms in Article I.
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. Buyer represents and warrants to Sellers that the statements contained in this §3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (if the Closing Date is a different date than the date of this Agreement).
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. Buyer and Parent, jointly and severally, hereby represent and warrant to the Seller Parties as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. 19 Section 4.1 Organization; Qualification 19 Section 4.2 Power and Authority; Enforceability. 19 Section 4.3 Non-Contravention; Governmental Authorizations 19 Section 4.4 Absence of Litigation. 20 Section 4.5 Brokers’ Fees 20 Section 4.6 Buyer’s Investigation. 20 ARTICLE V PRE-CLOSING COVENANTS 21 Section 5.1 Operation of Pharmacies. 21 Section 5.2 Approvals; Reasonable Best Efforts. 22 Section 5.3 Notices. 25 Section 5.4 Employee Matters. 26 Section 5.5 Access and Information. 27 Section 5.6 Confidentiality; Publicity. 27 Section 5.7 Restrictive Covenants. 28 Section 5.8 Exclusivity 29 Section 5.9 Script Assets 29 Section 5.10 Telephone and Facsimile Numbers 31
