Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to Investor, as follows:
Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to Investor, as of the date hereof and as of the closing date of the IPO, as follows:
Representations and Warranties of the SPAC. Except as set forth in (a) the SPAC Disclosure Schedules or (b) the SEC Reports filed or furnished by the SPAC 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), the SPAC hereby represents and warrants to the Investor as of the date hereof and as of the Closing as follows:
Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to the Company Group that, except as disclosed in the SPAC SEC Documents, each of the following representations and warranties is true, correct and complete as of the date of this Agreement (or, if such representations and warranties are made with respect to a certain date, as of such date). The parties hereto agree that any reference in a particular schedule to numbered and lettered sections of this Article VI to which the particular schedule relates is for the sake of convenience only, and each such disclosure shall be taken as referring to each and every section of Article VI to which, based on the face of such disclosure, it can reasonably be expected to relate,. For the avoidance of doubt, unless the context otherwise requires, the below representations and warranties relate to the Company on a consolidated basis with its Subsidiaries. The schedules to this Article VI shall be collectively attached hereto as Schedule II.
Representations and Warranties of the SPAC. Except as set forth in (i) the disclosure schedules delivered by the SPAC to the Company on the date hereof (the “SPAC Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (ii) the SEC Reports that are available on the SEC’s website through EXXXX, the SPAC represents and warrants to the Company as of the date of this Agreement and as of the Closing Date, as follows:
Representations and Warranties of the SPAC. 28 5.1 Corporate Existence and Power 28 5.2 Authorization 28 5.3 Governmental Authorization 28 5.4 Non-Contravention. 29 5.5 Finders’ Fees 29 5.6 Capitalization 29 5.7 Trust Fund 29 5.8 Listing 30 5.9 Reporting Company 30 5.10 Board Approval 30 5.11 SPAC SEC Documents and Financial Statements 30 5.12 Litigation 30 5.13 Compliance with Laws 30 5.14 Not an Investment Company 30 5.15 Tax Matters 31 5.16 Prior Expenses 31 5.17 Certain Business Practices 31 5.18 Sanctions; Anti-Money Laundering Laws 31
Representations and Warranties of the SPAC. Except as disclosed in the SPAC SEC Documents filed by SPAC, SPAC represents and warrants to the Company Group that each of the following representations and warranties is true, correct and complete as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a certain date, as of such date):
Representations and Warranties of the SPAC. Except as set forth in (a) the SPAC Disclosure Schedules or (b) the SEC Reports filed or furnished by the SPAC prior to the date hereof (excluding any disclosures in such SEC Reports under the headings “Risk Factors” or “Forward-Looking Statements” and other disclosures that are predictive, cautionary or forward looking in nature), the SPAC hereby represents and warrants to the Acquiror as of the date hereof and as of the Closing as follows:
Representations and Warranties of the SPAC. 8 Section 3.1 Organization 8 Section 3.2 Authorization 9 Section 3.3 Capitalization 9 Section 3.4 Non-Contravention; Governmental Approvals 10 Section 3.5 Litigation 10 Section 3.6 Compliance with Laws; Permits; No Defaults 10 Section 3.7 SEC Reports; Financial Statements; Undisclosed Liabilities 11 Section 3.8 Absence of Developments 12 Section 3.9 Brokers and Finders 13 Section 3.10 Taxes 13 Section 3.11 Related Party Transactions 13 Section 3.12 Material SPAC Contracts 13 Section 3.13 Trust Account 14 Section 3.14 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES 15
Representations and Warranties of the SPAC. Except as set forth in (a) the disclosure schedules delivered by the SPAC to the Company on the date hereof (the “SPAC Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (b) the SEC Reports that are available on the SEC’s website through XXXXX, the SPAC represents and warrants to the Company that each of the following representations are true and correct as of the date of this Agreement and as of the Closing Date (except as to any representations and warranties that specifically relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date):
