Common use of REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the Schedules to this Agreement dated as of the date of 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) or in the SEC Reports filed or furnished by Acquiror prior to the date hereof (excluding (x) any disclosures in such 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 a SEC Report will be deemed to modify or qualify the representations and warranties set forth in Section 6.04 (‘Litigation and Proceedings’); Section 6.06 (‘Financial Ability; Trust Account’); Section 6.10 (‘Tax Matters’); and Section 6.11 (‘Capitalization’)), each Acquiror Party represents and warrants to the Company as follows, in each case as of the date hereof and as of the Closing Date:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the Schedules disclosure letter delivered by Acquiror Parties to this Agreement dated as of the Company on the date of this Agreement (the “Acquiror Disclosure Letter”) (each section 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) or in the SEC Reports filed or furnished by Acquiror prior to the date hereof (excluding (xa) any disclosures in such 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 (yb) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such a SEC Report Reports will be deemed to modify or qualify the representations and warranties set forth in Section 6.04 6.01 (‘Litigation and Proceedings’Corporate Organization); , Section 6.02 (Due Authorization), Section 6.06 (‘Financial Ability; Trust Account’); Section 6.10 (‘Tax Matters’); ) and Section 6.11 (‘Capitalization’)), each Acquiror Party represents and warrants to the Company as follows, in each case as of the date hereof and as of the Closing Date:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the Schedules to this Agreement dated as of the date of 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 apparentapparent on its face) or in the SEC Reports filed or furnished by Acquiror prior to the date hereof (excluding (x) any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures disclosures, in each case to the extent that are predictive, cautionary or forward looking in nature and (y) any exhibits or other documents appended theretonature) (it being acknowledged provided, however, that nothing set forth in or disclosed in such a the SEC Report Reports filed by Acquiror will qualify, or be deemed to modify or qualify qualify, the representations and warranties set forth in Section 6.04 5.02 (‘Litigation and Proceedings’Due Authorization); , Section 6.06 5.06 (‘Financial Ability; Trust Account’); , Section 6.10 5.07 (‘Tax Matters’Brokers’ Fees); , Section 5.09 (Business Activities), Section 5.11 (Capitalization) and Section 6.11 5.14 (‘Capitalization’Related Party Transactions)), each Acquiror Party represents and warrants to the Company Parties as follows, in each case as of the date hereof and as of the Closing Date:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the Schedules to this Agreement dated as of the date of 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) or in the SEC Reports filed or furnished by Acquiror prior to the date hereof (excluding (x) any disclosures in such 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 a SEC Report will be deemed to modify or qualify the representations and warranties set forth in Section 6.04 (‘Litigation and Proceedings’); Section 6.06 (‘Financial Ability; Trust Account’); Section 6.10 (‘Tax Matters’); and Section 6.11 (‘Capitalization’)), each Acquiror Party represents and warrants to the Company as follows, in each case as of the date hereof and as of the Closing Date:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the Schedules to this Agreement dated as of the date of this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein 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) ), or in the SEC Reports filed or furnished by Acquiror prior to the date hereof (excluding (x) any disclosures in such 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 a SEC Report will be deemed to modify or qualify the representations and warranties set forth in Section 6.04 (‘Litigation and Proceedings’); , Section 6.06 (‘Financial Ability; Trust Account’); , Section 6.10 (‘Tax Matters’); ) and Section 6.11 (‘Capitalization’)), each Acquiror Party represents and warrants to Holdings and the Company as follows, in each case as of the date hereof and as of the Closing Date:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the Schedules to this Agreement dated as of the date of 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 apparentapparent on its face) or in the SEC Reports filed or furnished by Acquiror prior to the date hereof (excluding (x) any disclosures in such 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 a SEC Report will be deemed to modify or qualify the representations and warranties set forth in Section 6.04 (‘Litigation and Proceedings’); Section 6.06 (‘Financial Ability; Trust Account’); Section 6.10 (‘Tax Matters’); and Section 6.11 (‘Capitalization’)), each Acquiror Party represents and warrants to Holdings and the Company as follows, in each case as of the date hereof and as of the Closing Date: