Common use of REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the 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 on its face) or in the Acquiror SEC Reports filed or furnished by Acquiror on or after January 14, 2022 (excluding (x) any disclosures in such Acquiror 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 Acquiror SEC Reports will be deemed to modify or qualify the representations and warranties set forth (i) in Section 5.01, Section 5.02, Section 5.06, Section 5.07 and Section 5.13, or (ii) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub 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 on its faceapparent) or in the (B) Acquiror SEC Reports filed or furnished by Acquiror on or after January 14, 2022 prior to the date hereof (excluding (x) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors,” ”, “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures About about Market Risk” and other disclosures that are predictive, cautionary cautionary, or forward looking in nature and (y) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Reports will be deemed to modify or qualify the representations and warranties set forth (i) in Section 5.01, Section 5.02, Section 5.06, Section 5.07 and Section 5.13, or (ii) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the 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 on its facethe face of the disclosure in such Schedule) or in the Acquiror SEC Reports filed or furnished by Acquiror on or after January 14, 2022 prior to the date hereof (excluding (x) any disclosures in such Acquiror 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 forward-looking in nature and (y) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror a SEC Reports Report will be deemed to modify or qualify the representations and warranties set forth (i) in Section 5.015.04 (Litigation and Proceedings), Section 5.025.06 (Financial Ability; Trust Account), Section 5.065.12 (Tax Matters) or Section 5.13 (Capitalization)), Section 5.07 and Section 5.13, or (ii) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company), each of Acquiror represent and Merger Sub represents and warrants warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the 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 on its facethe face of the disclosure in such Schedule) or in the Acquiror SEC Reports filed or furnished by Acquiror on or after January 14, 2022 prior to the date hereof (excluding (x) any disclosures in such Acquiror 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 forward-looking in nature and (y) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror a SEC Reports Report will be deemed to modify or qualify the representations and warranties set forth (i) in Section 5.015.04 (Litigation and Proceedings), Section 5.025.06 (Financial Ability; Trust Account), Section 5.065.13 (Tax Matters) or Section 5.14 (Capitalization)), Section 5.07 and Section 5.13, or (ii) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company), each of Acquiror represent and Merger Sub represents and warrants warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth (i) in the case of Acquiror and Merger Sub, in the Acquiror Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, and lettered representation and warranty or covenant if specified therein in this Article V and (b) such other representations, representations and warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, representation or warranty or covenant is reasonably apparent on its facethe face of such disclosure) or (ii) in the case of Acquiror, any Acquiror SEC Reports filed or furnished with the SEC by Acquiror on or after January 14October 31, 2022 2019 and prior to the date of this Agreement (where relevance as an exception to (or disclosure for purposes of) a representation or warranty is reasonably apparent on the face of such disclosure and excluding (x) any disclosures in such Acquiror SEC Reports under the headings or sections with respect to “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature nature, (y) any information incorporated by reference into the Acquiror SEC Reports (other than from other Acquiror SEC Reports filed with the SEC prior to the date of this Agreement) and (yz) any exhibits or other documents appended thereto) (it being acknowledged , provided, however, that nothing set forth in or disclosed in such the Acquiror SEC Reports will qualify, or be deemed to modify or qualify qualify, the representations and warranties set forth (i) in Section 5.015.02 (Due Authorization), 5.08 (Financial Ability; Trust Account), 5.10 (Brokers’ Fees), Section 5.02, Section 5.06, Section 5.07 5.14 (Capitalization) and Section 5.13, or 5.19 (ii) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the CompanyAffiliate Agreements), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the 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 on its face) or in the Acquiror SEC Reports filed or furnished by Acquiror on or after January 14February 10, 2022 2021 (excluding (x) any disclosures in such Acquiror 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 Acquiror SEC Reports will be deemed to modify or qualify the representations and warranties set forth (i) in Section 5.01, Section 5.02, Section 5.06, Section 5.07 and Section 5.13, or (ii) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in the (A) Acquiror and Merger Sub Schedules to this Agreement (each of which qualifies (ai) the correspondingly numbered representation, warranty or covenant if specified therein and (bii) 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 on its faceapparent) or in the (B) Acquiror SEC Reports filed or furnished by Acquiror on or after January 14, 2022 prior to the date hereof (excluding (xi) any disclosures in such Acquiror SEC Reports under the headings “Risk Factors,” ”, “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures About about Market Risk” and other disclosures that are predictive, cautionary cautionary, or forward looking in nature and (yii) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Reports will be deemed to modify or qualify the representations and warranties set forth (i) in Section 5.01, Section 5.02, Section 5.06, Section 5.07 and Section 5.13, or (ii) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company), each of Acquiror and Merger Sub represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB. Except as set forth in (a) the Schedules to this Agreement (each of which which, subject to Section 11.08, qualifies (ai) the correspondingly numbered representation, warranty or covenant if specified therein and (bii) 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 on its face) or in (b) the Acquiror SEC Reports filed or furnished by Acquiror on or after January 14, 2022 prior to the date hereof and references to such Acquiror SEC Reports are expressly disclosed in the Schedules (excluding (x) any disclosures in such Acquiror 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 (yii) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Reports filings will be deemed to modify or qualify the representations and warranties set forth (i) in Section 5.01, Section 5.02, Section 5.065.07, Section 5.07 5.09 and Section 5.13, or (ii) in the case of Acquiror and Merger Sub, in the disclosure letter delivered by Acquiror and Merger Sub to the Company5.14), each of Acquiror and Merger Sub represents and warrants to the Company as follows: