REPRESENTATIONS AND WARRANTIES RELATING TO IIAC. 41 Section 5.1 Organization and Qualification 41 Section 5.2 Authority 41 Section 5.3 Consents and Requisite Government Approvals; No Violations 42 Section 5.4 Business Activities 42 Section 5.5 Absence of Changes 42 Section 5.6 Brokers 42 Section 5.7 Capitalization of IIAC 42 Section 5.8 SEC Filings 43 Section 5.9 Investment Company Act; JOBS Act 44 Section 5.10 Trust Account 44 Section 5.11 Transactions with Affiliates 44 Section 5.12 Litigation 45 Section 5.13 Compliance with Applicable Law 45 Section 5.14 Internal Controls; Listing; Financial Statements 45 Section 5.15 No Undisclosed Liabilities 46 Section 5.16 Tax Matters 46 Section 5.17 Investigation; No Other Representations 48 Section 5.18 Compliance with International Trade & Anti-Corruption Laws 48 Section 5.19 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES 48 ARTICLE 6 COVENANTS 49 Section 6.1 Conduct of Business of the Company 49 Section 6.2 Conduct of Business of IIAC 52 Section 6.3 Conduct of Business of Merger Sub 53 Section 6.4 Efforts to Consummate 53 Section 6.5 Confidentiality and Access to Information 54 Section 6.6 Public Announcements 55 Section 6.7 Exclusive Dealing 56 Section 6.8 Preparation of Registration Statement / Proxy Statement 57 Section 6.9 Required IIAC Shareholder Approval 58 Section 6.10 Company Shareholder Approval 58 Section 6.11 Merger Sub Shareholder Approval 58 Section 6.12 Company Long-Term Incentive Plan; Management Grants 59 Section 6.13 NYSE Listing 59 Section 6.14 Trust Account 59 Section 6.15 PCAOB Financials. 59 Section 6.16 Indemnification; Directors’ and Officers’ Insurance 60 Section 6.17 Post-Closing Directors and Officers; Governance. 61 Section 6.18 Transaction Litigation 61 Section 6.19 PIPE Financing 62 Section 6.20 Pre-Closing Restructuring Transactions 62 Section 6.21 Acquisition Transaction 62 Section 6.22 Amendment of Forward Purchase Agreement 62 Section 6.23 Ancillary Documents 63 Section 6.24 Additional Financial Statements 63 Section 6.25 Tax Matters 63 Section 6.26 280G 63
REPRESENTATIONS AND WARRANTIES RELATING TO IIAC. (a) Subject to Section 9.8, except as set forth on the IIAC Disclosure Schedules, or (b) except as set forth in any IIAC SEC Reports (excluding any disclosures in any “risk factors” section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature), IIAC represents and warrants to the Company and Merger Sub as follows:
