REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the Schedules to this Agreement dated as of the date of this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent) or in the SEC Reports filed or furnished by Acquiror prior to the date hereof (excluding (x) any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature and (y) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such a SEC Report will be deemed to modify or qualify the representations and warranties set forth in Section 6.04 (‘Litigation and Proceedings’); Section 6.06 (‘Financial Ability; Trust Account’); Section 6.10 (‘Tax Matters’); and Section 6.11 (‘Capitalization’)), each Acquiror Party represents and warrants to the Company as follows, in each case as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the Schedules to this Agreement dated as of the date of this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face) or in the SEC Reports filed or furnished by Acquiror prior to the date hereof (excluding any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature), each Acquiror Party represents and warrants to the Company as follows, in each case as of the date hereof and as of the Closing:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the disclosure letter delivered by Acquiror on behalf of the Acquiror Parties to the Company (the “Acquiror Disclosure Letter”) (each section of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face) or in the SEC Reports filed or furnished by Acquiror prior to the date hereof (excluding (a) any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature and (b) any exhibits or other documents appended thereto), each of the Acquiror Parties represents and warrants on behalf of each Acquiror Party to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. The Acquiror Parties hereby, jointly and severally, represent and warrant to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. 47 Section 5.01 Corporate Organization 47 Section 5.02 Due Authorization 47 Section 5.03 No Conflict 48 Section 5.04 Litigation and Proceedings 49 Section 5.05 Governmental Authorities; Consents 49 Section 5.06 Trust Account 49 Section 5.07 Brokers’ Fees 50 Section 5.08 SEC Reports; Financial Statements; Xxxxxxxx-Xxxxx Act; Undisclosed Liabilities 50 Section 5.09 Business Activities 51 Section 5.10 Tax Matters. 52 Section 5.11 Capitalization 53 Section 5.12 NYSE Stock Market Listing 54 Section 5.13 PIPE Investment 55 Section 5.14 Related Party Transactions. 55 Section 5.15 Investment Company Act; JOBS Act 56 Section 5.16 Absence of Changes 56 Section 5.17 No Outside Reliance 56 Section 5.18 No Other Representations 56 ARTICLE VI COVENANTS OF THE COMPANY 57 Section 6.01 Conduct of Business 57 Section 6.02 Inspection 60 Section 6.03 No Claim Against the Trust Account 60 Section 6.04 Preparation and Delivery of Additional Company Financial Statements 61 Section 6.05 FIRPTA 61 Section 6.06 Termination of Affiliate Arrangements 61 Section 6.07 No Acquiror Stock Transactions 62 Section 6.08 Notification 62 Section 6.09 Company Stockholder Approval 62
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. The Acquiror Parties jointly and severally represent and warrant to the Contributor Parties as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. 49 Section 5.01 Corporate Organization 49 Section 5.02 Due Authorization 49 Section 5.03 No Conflict 50 Section 5.04 Litigation and Proceedings 50 Section 5.05 Governmental Authorities; Consents 50 Section 5.06 Trust Account 51 Section 5.07 Brokers’ Fees 51 Section 5.08 SEC Reports; Financial Statements; Xxxxxxxx-Xxxxx Act; Undisclosed Liabilities 52 Section 5.09 Business Activities 53 Section 5.10 Tax 54 Section 5.11 Capitalization 56 Section 5.12 NASDAQ Stock Market Listing 56 Section 5.13 Related Party Transactions 57 Section 5.14 Proxy Statement / Prospectus 57 Section 5.15 Sponsor Agreement 57 Section 5.16 Investment Company Act 58 Section 5.17 Employees 58
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. 49 Section 6.01 Corporate Organization 50 Section 6.02 Due Authorization 50 Section 6.03 No Conflict 51 Section 6.04 Litigation and Proceedings 51 Section 6.05 Governmental Authorities; Consents 51 Section 6.06 Financial Ability; Trust Account 52 Section 6.07 Brokers’ Fees 53 Section 6.08 SEC Reports; Financial Statements; Xxxxxxxx-Xxxxx Act; Undisclosed Liabilities 53 Section 6.09 Business Activities 54 Section 6.10 Tax Matters 55 Section 6.11 Capitalization 56 Section 6.12 Nasdaq Listing 58 Section 6.13 PIPE Investment 58 Section 6.14 Related Party Transactions 59 Section 6.15 Investment Company Act 59 Section 6.16 Interest in Competitors 59 Section 6.17 Acquiror Stockholders 59 Section 6.18 Registration Statement, Proxy Statement and Proxy Statement/Registration Statement 60 Section 6.19 No Additional Representations or Warranties 60
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the Schedules to this Agreement or in the SEC Reports filed or furnished by Acquiror prior to January 1, 2021 (excluding (x) any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” or other disclosures that are predictive, cautionary or forward-looking in nature and (y) any exhibits or other documents appended thereto), each Acquiror Party represents and warrants to the Company and NewCo as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the Acquiror Disclosure Schedules or in the SEC Reports filed or furnished by Acquiror through the date that is three (3) Business Days prior to the date of this Agreement (excluding (x) any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” or other disclosures that are predictive, cautionary or forward-looking in nature and (y) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such SEC Reports will be deemed to modify or qualify the representations and warranties set forth in Section 5.06, Section 5.07 Section 5.10 or Section 5.11), each Acquiror Party represents and warrants to the Company as follows:
