REPRESENTATIONS AND WARRANTIES OF SOR II Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SOR II. Except (a) as set forth in the disclosure letter prepared by SOR II and delivered by SOR II to the SOR Parties prior to the execution and delivery of this Agreement (the “SOR II Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the SOR II Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other Sections be cross-referenced); provided, that no disclosure shall qualify any Fundamental Representation unless it is set forth in the specific section or subsection of the SOR II Disclosure Letter corresponding to such Fundamental Representation; provided further, that nothing in the SOR II Disclosure Letter is intended to broaden the scope of any representation or warranty of SOR II made herein) or (b) as disclosed in the SOR II SEC Documents publicly available, filed with, or furnished to, as applicable, the SEC on or after December 31, 2018 and prior to the date of this Agreement (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headingsRisk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, non-specific, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such SOR II SEC Documents to a matter covered by a representation or warranty set forth in this Article 4 is reasonably apparent on its face; provided, that the disclosures in the SOR II SEC Documents shall not be deemed to qualify (i) any Fundamental Representations, which matters shall only be qualified by specific disclosure in the respective corresponding Section of the SOR II Disclosure Letter, or (ii) Section 4.5(a)-(b) (SEC Documents; Financial Statements), SOR II hereby represents and warrants as of the date hereof (except to the extent that such representations and warranties expressly relate to another date, in which case as of such other date) to the SOR Parties that:
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