REPRESENTATIONS AND WARRANTIES OF ATHENA AND MERGER SUB. Each of Athena and Merger Sub hereby represent and warrant to Everest and Newco as follows (it being understood that each representation and warranty contained in this Article III is subject to: (a) the exceptions and disclosures set forth in the section or subsection of the Athena Disclosure Letter corresponding to the particular section or subsection in this Article III in which such representation and warranty appears; (b) any exception or disclosure set forth in any other section or subsection of the Athena Disclosure Letter to the extent it is reasonably apparent that such exception or disclosure is relevant to such representation and warranty; and (c) any information set forth in the Athena SEC Documents filed on the SEC’s XXXXX database on or after April 25, 2018 and publicly available at least two (2) Business Days prior to the date of this Agreement (but excluding any supplements or amendments thereto to the extent such supplement or amendment is not publicly filed at least two (2) Business Days prior to the date hereof), other than information set forth therein under the headings “Risk Factors” or “Forward-Looking Statements” and any other information or statement set forth therein that is primarily cautionary, predictive or forward-looking in nature):
REPRESENTATIONS AND WARRANTIES OF ATHENA AND MERGER SUB. 46 Section 5.1 Corporate Organization 47 Section 5.2 Certificate of Incorporation and Bylaws 47 Section 5.3 Capitalization 47 Section 5.4 Authority Relative to This Agreement 49 Section 5.5 No Conflict; Required Filings and Consents 49 Section 5.6 Compliance 50 Section 5.7 SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx 50 Section 5.8 Absence of Certain Changes or Events 52 Section 5.9 Absence of Litigation 52 Section 5.10 Board Approval; Vote Required 53 Section 5.11 No Prior Operations of Merger Sub 53 Section 5.12 Brokers 53 Section 5.13 Transactions with Related Parties 53 Section 5.14 Athena Trust Fund 54 TABLE OF CONTENTS (continued) Page Section 5.15 Employees 54 Section 5.16 Taxes 55 Section 5.17 Listing 56 Section 5.18 Business Activities. 56 Section 5.19 Reporting Company 57 Section 5.20 Investment Company 57 Section 5.21 Application of Takeover Protections 57 Section 5.22 No Undisclosed Liabilities 58 Section 5.23 Indebtedness 58 Section 5.24 Athena’s and Merger Sub’s Investigation and Reliance 58 Section 5.25 Exclusivity of Representations and Warranties 58
REPRESENTATIONS AND WARRANTIES OF ATHENA AND MERGER SUB. Except as set forth Athena’s disclosure schedule delivered by Athena in connection with this Agreement (the “Athena Disclosure Schedule”), in the Athena SEC Reports (to the extent the qualifying nature of such disclosure is readily apparent from the content of such Athena SEC Reports, but 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 a SEC Report will be deemed to modify or qualify the representations and warranties set forth in Section 5.1 (Corporate Organization), Section 5.3 (Capitalization), Section 5.4 (Authority Relative to This Agreement), Section 5.14 (Athena Trust Fund) and Section 5.16 (Taxes), Athena hereby represents and warrants to the Company as follows:
