REPRESENTATIONS AND WARRANTIES REGARDING THE GROUP COMPANIES. 33 Section 3.1 Organization; Authority; Enforceability 33 Section 3.2 Non-contravention; Governmental Approvals 34 Section 3.3 Capitalization 34 Section 3.4 Financial Statements; No Undisclosed Liabilities 36 Section 3.5 No Material Adverse Effect 38 Section 3.6 Absence of Certain Developments 38 Section 3.7 Real Property 38 Section 3.8 Tax Matters 39 Section 3.9 Contracts 41 Section 3.10 Intellectual Property 45 Section 3.11 Information Supplied 46 Section 3.12 Litigation 46 Section 3.13 Brokerage 46 Section 3.14 Labor Matters 46 Section 3.15 Employee Benefit Plans 48 Section 3.16 Insurance 50 Section 3.17 Compliance with Laws; Permits 51 Section 3.18 Environmental Matters 51 Section 3.19 Title to and Sufficiency of Assets 51 Section 3.20 Affiliate Transactions 52 Section 3.21 Trade & Anti-Corruption Compliance 52 Section 3.22 Data Protection 53 Section 3.23 Information Technology 53 Section 3.24 Unpaid Company Expenses 54 Section 3.25 No Other Representations and Warranties 54
REPRESENTATIONS AND WARRANTIES REGARDING THE GROUP COMPANIES. As a material inducement to the Purchaser to enter into this Agreement and to purchase the Acquired Shares from the Sellers and the Subscribed Shares from the Company in accordance with the terms hereof, except as set forth in the Company Disclosure Schedule, the Company hereby represents and warrants to the Purchaser as of the date hereof and as of the Closing that:
REPRESENTATIONS AND WARRANTIES REGARDING THE GROUP COMPANIES. The Company hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE GROUP COMPANIES. In order to induce Buyer to enter into and perform this Agreement and to consummate the Transactions, Seller Parties represent and warrant to Buyer (it being agreed that all representations and warranties regarding the Group Companies apply to all Predecessors of any Group Company) that the following representations and warranties are true, accurate and complete as of the Effective Date and as of the Closing:
REPRESENTATIONS AND WARRANTIES REGARDING THE GROUP COMPANIES. As an inducement to the SPAC Parties to enter into this Agreement and consummate the transactions contemplated hereby, except as set forth in the applicable section of the Company Disclosure Schedules or as disclosed in the Company SEC Reports that were publicly available at least two (2) Business Days (x) prior to the Execution Date, for representations and warranties made on the Execution Date, and (y) prior to the Closing Date, for representations and warranties made on the Closing Date, in each case excluding disclosures referred to in “Forward-Looking Statements” and “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements, the Company represents and warrants to the SPAC Parties as follows as of the Execution Date 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):
REPRESENTATIONS AND WARRANTIES REGARDING THE GROUP COMPANIES. As an inducement to the SPAC Parties to enter into this Agreement and consummate the transactions contemplated hereby, except as set forth in the Company Disclosure Schedules, the Company represents and warrants to the SPAC Parties as follows as of the Execution 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):
REPRESENTATIONS AND WARRANTIES REGARDING THE GROUP COMPANIES. Except as set forth in the Company Disclosure Schedule, to the extent permitted in accordance with Section 10.16, the Company represents and warrants to Parent and Merger Sub as of the date of this Agreement and as of the Closing Date (other than the representations and warranties which are as of a specified date, which speak only as of such date), as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE GROUP COMPANIES. Unless specifically indicated otherwise, the Warrantors hereby jointly and severally represent and warrant to the Investor that the statements in this Section 5, except as set forth in the Disclosure Schedules (the “Disclosure Schedules”) attached to this Agreement as Schedule C (the contents of which shall also be deemed to be representations and warranties hereunder), are all true, correct and complete on the date hereof and on the Closing Date. For purposes of this Section 5, any reference to a party’s “knowledge” means such party’s best knowledge after due and diligent inquiries of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.
REPRESENTATIONS AND WARRANTIES REGARDING THE GROUP COMPANIES. As an inducement to the SPAC Parties to enter into this Agreement and consummate the transactions contemplated hereby, except as set forth in the Company Disclosure Schedules, the Company represents and warrants to the SPAC Parties as follows: (i) as of the Execution 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) and (ii) with respect to the representations and warranties contained in Section 3.1 and Section 3.2, also as of the Initial Amendment Date and the Amendment Date:
REPRESENTATIONS AND WARRANTIES REGARDING THE GROUP COMPANIES. Subject to and as qualified by the matters set forth in the Disclosure Schedule pursuant to Section 11.09, the Issuer hereby represents and warrants to the Buyer as follows as of the date hereof and as of the Closing Date (except for such representations and warranties which address matters only as of a specific date, which representations and warranties shall be true and correct as of such specific date):
