Common use of REPRESENTATIONS AND WARRANTIES OF ACQUIROR Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Except as set forth in (a) any Acquiror SEC Filings filed or submitted on or prior to the date hereof (excluding (i) any disclosures in any risk factors section that do not constitute statements of fact or factual matters, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (ii) 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 6.8, Section 6.12 or Section 6.15), (b) the disclosure letter delivered by Acquiror to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 13.10, qualifies the correspondingly numbered and lettered representations and warranties in this Article VI), and (c) as otherwise explicitly contemplated by this Agreement, Acquiror represents and warrants to the Company as of the date hereof as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Except (a) as set forth in (a) any Acquiror SEC Filings filed or submitted on or prior to the date hereof (excluding (i) any disclosures in any risk factors section that do not constitute statements of fact or factual mattersfact, any disclosures in any forward-looking statements disclaimer and any other disclosures that are generally cautionary, predictive or forward-looking in nature and (ii) 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 6.85.8, Section 6.12 or 5.12 and Section 6.155.15), (b) as set forth in the disclosure letter delivered by Acquiror to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 13.1012.10, qualifies the correspondingly numbered and lettered representations and warranties in this Article VIV), and (c) as otherwise explicitly contemplated by this Agreement, Acquiror represents and warrants to the Company as of the date hereof hereof, as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Except as set forth in (a) any Acquiror SEC Filings filed or submitted on or prior to the date hereof (excluding (i) any disclosures in any risk factors section that do not constitute statements of fact or factual mattersfact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (ii) 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 6.8, Section 6.12 or and Section 6.15), or (b) in the disclosure letter delivered by Acquiror to the Company on the date of this Agreement (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 13.1012.9, qualifies the correspondingly numbered and lettered representations and warranties in this Article VI), and (c) as otherwise explicitly contemplated by this Agreement, Acquiror represents and warrants to the Company as of the date hereof as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Except Except (a) as set forth in (a) any Acquiror SEC Filings filed or submitted on or prior to the date hereof (excluding (i) any disclosures in any risk factors section that do not constitute statements of fact or factual mattersfact, any disclosures in any forward-looking statements disclaimer and any other disclosures that are generally cautionary, predictive or forward-looking in nature and (ii) 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 6.85.8, Section 6.12 or 5.12 and Section 6.155.15), (b) as set forth in the disclosure letter delivered by Acquiror to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement which may be supplemented by Acquiror immediately prior to the Second Closing (each section of which, subject to Section 13.1012.10, qualifies the correspondingly numbered and lettered representations and warranties in this Article VIV), and (c) as otherwise explicitly contemplated by this Agreement, the other Transaction Documents or in connection with the Transactions, Acquiror represents and warrants to the Company as of the date hereof and as of the Second Closing, as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Except as set forth in the Schedules to this Agreement (each of which qualifies (a) any Acquiror 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 Filings Reports filed or submitted on or furnished by Acquiror prior to the date hereof (excluding (ix) any disclosures in any risk factors section that do not constitute statements of fact such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or factual matters, disclosures in any forward-looking statements disclaimer “Qualitative Disclosures About Market Risk” and other disclosures that are generally cautionarypredictive, predictive cautionary or forward-forward looking in nature and (iiy) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such Acquiror a SEC Filings Report will be deemed to modify or qualify the representations and warranties set forth in Section 6.8, 7.04 (Litigation and Proceedings); Section 6.12 or 7.06 (Financial Ability; Trust Account); Section 6.157.12 (Tax Matters), ; and Section 7.13 (b) the disclosure letter delivered by Acquiror to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 13.10, qualifies the correspondingly numbered and lettered representations and warranties in this Article VICapitalization), and (c) as otherwise explicitly contemplated by this Agreement), Acquiror represents and warrants to the Company as of the date hereof as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Except as set forth in (a) any Acquiror SEC Filings filed or submitted furnished on or prior to the date hereof (excluding (i) any disclosures in the Acquiror SEC Filings under the headings “Risk Factors”, “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and any risk factors section that do not constitute statements of fact or factual matters, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionarypredictive, predictive cautionary or forward-looking in nature and (ii) 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 6.85.8 (Trust Account), Section 6.12 or 5.11 (Capitalization of Acquiror) and Section 6.155.14 (Taxes)), or (b) in the disclosure letter delivered by Acquiror to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 13.1011.9, qualifies the correspondingly numbered and lettered representations and warranties in this Article VIV), and (c) as otherwise explicitly contemplated by this Agreement, Acquiror represents and warrants to the Company as of the date hereof as follows:

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Except as set forth in (a) any Acquiror SEC Filings filed or submitted on or prior to the date hereof (excluding (i) any disclosures in any risk factors section that do not constitute statements of fact or factual matters, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (ii) 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 6.85.8, Section 6.12 5.12 or Section 6.155.15), (b) the disclosure letter delivered by Acquiror to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 13.1011.10, qualifies the correspondingly numbered and lettered representations and warranties in this Article VIV), and (c) as otherwise explicitly contemplated by this Agreement, Acquiror represents and warrants to the Company as of the date hereof as follows: