REPRESENTATIONS AND WARRANTIES OF ACQUIROR ENTITIES. Except as set forth in (i) in the case of Acquiror, any Acquiror SEC Filings filed or furnished prior to the date hereof (excluding (a) any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (b) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section 5.1, Section 5.2, Section 5.3, Section 5.8, Section 5.11, Section 5.12 and Section 5.13), or (ii) in the case of Acquiror Entities, in the disclosure letter delivered to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article V), Acquiror Entities represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR ENTITIES. 41 Section 5.1. Acquiror Organization. 41 Section 5.2. Due Authorization. 41 Section 5.3. No Conflict. 42 Section 5.4. Litigation and Proceedings. 42 Section 5.5. SEC Filings. 42 Section 5.6. Financial Statements; Internal Controls; Listing. 42 Section 5.7. Governmental Authorities; Consents. 43 Section 5.8. Trust Account; Financial Capacity. 43 Section 5.9. Investment Company Act; JOBS Act. 44 Section 5.10. No Undisclosed Liabilities. 44 Section 5.11. Capitalization of Acquiror. 44 Section 5.12. Brokers’ Fees. 45 Section 5.13. Taxes. 45 Section 5.14. Business Activities. 47 Section 5.15. Stock Market Quotation. 47 Section 5.16. PIPE Investment. 47 Section 5.17. Compensation and Benefit Matters. 48 Section 5.18. Transactions with Affiliates. 48 Section 5.19. Anti-Corruption Compliance. 48 Section 5.20. Information Supplied. 48 Section 5.21. Certain Ancillary Agreements. 48 Section 5.22. No Additional Representation or Warranties. 49
