WITH A VIEW TOWARD OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF,
OR WITH ANY PRESENT INTENTION OF DISTRIBUTING SUCH SPORTECH SHARES, OTHER THAN
TO ANY OF THEIR RESPECTIVE AFFILIATES.
THE SELLERS ACKNOWLEDGE THAT THE
SPORTECH SHARES HAVE NOT BEEN REGISTERED UNDER APPLICABLE SECURITIES LAWS OF THE
UNITED STATES.
THE SELLERS AGREE THAT THE SPORTECH SHARES MAY NOT BE SOLD,
TRANSFERRED, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
WITHOUT QUALIFICATION UNDER APPLICABLE SECURITIES LAWS, EXCEPT PURSUANT TO AN
EXEMPTION FROM SUCH QUALIFICATION AVAILABLE UNDER SUCH SECURITIES LAWS.
SECTION 3.27
DISCLOSURE.
THE INFORMATION REGARDING SGC AND ITS
AFFILIATES (INCLUDING THE COMPANIES AND THEIR SUBSIDIARIES) FURNISHED BY SGC TO
SPORTECH OR ITS AFFILIATES IN WRITING FOR THE PURPOSES OF INCLUSION IN THE
CIRCULAR OR ANY PUBLIC DOCUMENTATION ISSUED IN CONNECTION WITH THE SPORTECH
EQUITY OFFERING AS EXTRACTED AND SET OUT AT SECTION 3.27 OF THE SELLER
DISCLOSURE SCHEDULE (SUCH INFORMATION BEING THE "SELLER PROVIDED INFORMATION")
DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT AS OF THE DATE OF THIS
AGREEMENT.
SECTION 3.28
DISCLAIMER OF WARRANTIES.
NOTWITHSTANDING ANY PROVISION OF
THIS AGREEMENT TO THE CONTRARY, SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES TO
PURCHASERS OR ANY OTHER PERSON IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT, EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE III.
ALL
OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED
BY SELLERS.
69
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF SPORTECH
Except as set forth on the Purchasers Disclosure Schedule, Sportech represents
and warrants to Purchasers as of the date hereof and as of the Closing Date, as
follows:
SECTION 4.1
ORGANIZATION AND GOOD STANDING.
EACH OF PURCHASERS
(A) IS DULY INCORPORATED OR ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF ITS GOVERNING JURISDICTION; (B) HAS ALL REQUISITE CORPORATE,
COMPANY OR LIMITED LIABILITY COMPANY (OR OTHER APPLICABLE ENTITY) POWER AND
AUTHORITY TO OWN, OPERATE AND LEASE ITS ASSETS AND PROPERTIES AND TO CARRY ON
ITS BUSINESS AS IT IS NOW BEING CONDUCTED; (C) IS DULY QUALIFIED TO DO BUSINESS
AND IS IN GOOD STANDING IN EACH OF THE JURISDICTIONS IN WHICH THE OWNERSHIP,
OPERATION OR LEASING OF ITS PROPERTIES AND ASSETS AND THE CONDUCT OF ITS
BUSINESS REQUIRES IT TO BE SO QUALIFIED AND (D) IS IN SUBSTANTIAL COMPLIANCE
WITH ITS CHARTER, BY LAWS OR OTHER GOVERNING DOCUMENTS, EXCEPT, IN THE CASE OF
CLAUSES (C) OR (D), WHERE THE FAILURE TO BE SO QUALIFIED AND IN GOOD STANDING,
OR TO BE IN SUCH COMPLIANCE, WOULD NOT BE MATERIAL IN THE CONTEXT OF THE
BUSINESS OF THE PURCHASERS AND THEIR SUBSIDIARIES TAKEN AS A WHOLE.
SECTION 4.2
AUTHORIZATION.
EACH PURCHASER HAS THE REQUISITE
CORPORATE OR COMPANY POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT
AND THOSE ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY.
THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND EACH OF THE ANCILLARY AGREEMENTS BY PURCHASERS
AND THE CONSUMMATION BY PURCHASERS OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED BY THE