REPRESENTATIONS AND WARRANTIES RELATING TO SPAC Clause Samples

REPRESENTATIONS AND WARRANTIES RELATING TO SPAC. (a) Except as set forth in the SPAC Disclosure Schedules (subject to Section 8.19), or (b) except for any representations or warranties in this Article IV that are not SPAC Fundamental Representations, as set forth in any SPAC SEC Reports (excluding (x) any disclosures in any “risk factors” section that do not constitute statements of fact, (y) disclosures in any forward-looking statements disclaimers and (z) other disclosures that are generally cautionary, predictive or forward-looking in nature), SPAC hereby represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO SPAC. Subject to Section 8.8, except as set forth in the SPAC Disclosure Schedules, or except as set forth in any SPAC SEC Reports filed or furnished to the SEC on or prior to the date of this Agreements (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SPAC SEC Reports), excluding (a) 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, or (b) any information incorporated by reference into the SPAC SEC Reports (other than from other SPAC SEC Reports), SPAC hereby represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO SPAC. Subject to Section 8.8, except (a) as set forth on the SPAC Disclosure Schedules, or (b) as set forth in any SPAC SEC Reports filed at least three Business Days prior to the date hereof (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), SPAC hereby represents and warrants to the Company and Merger Subs as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO SPAC. Except as set forth in (a) the SPAC Disclosure Schedules delivered by SPAC to the Company on the date hereof, the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer (but subject to the terms of Section 11.08) or (b) SPAC SEC Reports filed with the SEC (and publicly available) prior to the date of this Agreement (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SPAC SEC Reports), excluding disclosures referred to in “Forward-Looking Statements”, “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements (it being acknowledged that nothing disclosed in such SPAC SEC Reports will be deemed to modify or qualify the SPAC Fundamental Representations), SPAC hereby represents and warrants to the Company, as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO SPAC. Subject to Section 8.8, except as set forth in the SPAC Disclosure Schedules, or except as set forth in any SPAC SEC Reports, excluding (a) 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, or (b) any information incorporated by reference into the SPAC SEC Reports (other than from other SPAC SEC Reports), SPAC hereby represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO SPAC. Section 4.01 Corporate Organization 51 Section 4.02 Due Authorization 52 Section 4.03 Consents and Requisite Government Approvals; No Violations 52 Section 4.04 Capitalization 53 Section 4.05 Trust Account; SPAC Funds 53 Section 4.06 SEC Filings 54 Section 4.07 Internal Controls; Listing; Financial Statements 55 Section 4.08 No Undisclosed Liabilities 56 Section 4.09 Litigation 56 Section 4.10 Compliance with Laws 56 Section 4.11 Material Contracts 57 Section 4.12 Business Activities 57 Section 4.13 Employee Benefit Plans 57 Section 4.14 Taxes 58 Section 4.15 Absence of Changes 59 Section 4.16 Transactions with Affiliates 59 Section 4.17 Investment Company Act 59 Section 4.18 SPAC Recommendation 59 Section 4.19 Brokers 59 Section 4.20 Information Supplied 59 Section 5.01 Corporate Organization 60 Section 5.02 Due Authorization. 60 Section 5.03 Consents and Requisite Government Approvals; No Violations 60 Section 5.04 Capitalization 61 Section 5.05 Merger Shares and Exchange Shares. 62 Section 5.06 PubCo and Merger Sub Activities. 62 Section 5.07 Investment Company Act; JOBS Act. 62 Section 5.08 Finders and Brokers. 62 Section 5.09 Information Supplied. 63