REPRESENTATIONS AND WARRANTIES OF THE FTAC PARTIES. Except as set forth in the FTAC Schedules to 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 FTAC 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 6.07 (Financial Ability; Trust Account); Section 6.12 (Tax Matters); and Section 6.13 (Capitalization)), FTAC and, solely for the purposes of Section 6.02(a), Section 6.03 and Section 6.05, each FTAC Party represents and warrants to Tempo and the Tempo Blockers, as follows:
REPRESENTATIONS AND WARRANTIES OF THE FTAC PARTIES. 60 Section 6.01 Corporate Organization 61 Section 6.02 Due Authorization 61 Section 6.03 No Conflict 62 Section 6.04 Litigation and Proceedings 62 Section 6.05 Governmental Authorities; Consents 62 Section 6.06 Compliance with Laws 63 Section 6.07 Financial Ability; Trust Account 64 Section 6.08 Brokers’ Fees 64 Section 6.09 SEC Reports; Financial Statements; Xxxxxxxx-Xxxxx Act; Undisclosed Liabilities 65 Section 6.10 Business Activities 66 Section 6.11 Employee Benefit Plans 66 Section 6.12 Tax Matters 67 Section 6.13 Capitalization 68 Section 6.14 Status of Other FTAC Parties 69 Section 6.15 NYSE Stock Market Listing 69 Section 6.16 PIPE Investment 69 Section 6.17 Additional Cannae Subscription 70 Section 6.18 Sponsor Agreement 71 Section 6.19 Forward Purchase Agreement 71 Section 6.20 Contracts; No Defaults; Affiliate Agreements 71 Section 6.21 Title to Property 72 Section 6.22 Investment Company Act 72 Section 6.23 FTAC Stockholders 72 ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE TEMPO BLOCKERS 73 Section 7.01 Organization 73 Section 7.02 Authorization 73 Section 7.03 No Conflict 73 Section 7.04 Governmental Authorities; Consents 74 Section 7.05 Capitalization 74 Section 7.06 Holding Company; Ownership 74 Section 7.07 Litigation and Proceedings 75 Section 7.08 Brokers’ Fees 75 Section 7.09 Foreign Status 75 Section 7.10 Related Party Transactions 75 Section 7.11 Proxy Statement 75 Section 7.12 Aon Deferred Consideration 75 Section 7.13 Taxes 76 ARTICLE VIII COVENANTS OF TEMPO AND ITS SUBSIDIARIES AND THE TEMPO BLOCKERS 77 Section 8.01 Conduct of Business 77 Section 8.02 Inspection 81 Section 8.03 No Claim Against the Trust Account 81 Section 8.04 Proxy Solicitation; Other Actions 81 Section 8.05 Equityholder Notices; Information Statement 82 Section 8.06 Termination of Affiliate Transactions 83 Section 8.07 280G Approval 83 ARTICLE IX COVENANTS OF THE COMPANY AND FTAC 83 Section 9.01 Indemnification and Insurance 83 Section 9.02 Conduct of FTAC During the Interim Period 85 Section 9.03 PIPE Investment; Additional Cannae Subscription; FTAC Financing 87 Section 9.04 Sponsor Agreement Matters 88 Section 9.05 Inspection 88 Section 9.06 FTAC NYSE Listing 88 Section 9.07 FTAC Public Filings 88 Section 9.08 Section 16 Matters 88 Section 9.09 Omnibus Incentive Plan 88 Section 9.10 Qualification as an Emerging Growth Company 89 Section 9.11 Permitted Equity Financing 89 ARTICLE X JOINT COVENANTS 90 Section 10.01 Regulatory Approvals 90 Section 10.02 Suppor...
