REPRESENTATIONS AND WARRANTIES OF SPAC AND BVI MERGER SUB. SECTION 5.01. Organization and Qualification; Subsidiaries 68 SECTION 5.02. Organizational Documents 68 SECTION 5.03. Capitalization 68 SECTION 5.04. Authority Relative to this Agreement 70 SECTION 5.05. No Conflict; Required Filings and Consents 71 SECTION 5.06. Compliance 71 SECTION 5.07. SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx 72 SECTION 5.08. Business Activities; Absence of Certain Changes or Events 73 SECTION 5.09. Absence of Litigation 74 SECTION 5.10. Board Approval; Vote Required 74 SECTION 5.11. Brokers 75 SECTION 5.12. SPAC Trust Fund 75 SECTION 5.13. Employees 76 SECTION 5.14. Taxes 76 SECTION 5.15. Registration and Listing 78 SECTION 5.16. Agreements; Contracts and Commitments. 78 SECTION 5.17. Interested Party Transactions 78 SECTION 5.18. Investment Company Act 79 SECTION 5.19. Private Placements 79 SECTION 5.20. SPAC’s and BVI Merger Sub’s Investigation and Reliance 79
REPRESENTATIONS AND WARRANTIES OF SPAC AND BVI MERGER SUB. Except as set forth in the SPAC SEC Reports filed prior to the date hereof or SPAC’s disclosure schedule delivered by SPAC to the Company on the date hereof (the “SPAC Disclosure Letter”) (provided that any matter required to be disclosed shall only be disclosed (i) with respect to the SPAC Disclosure Letter by specific disclosure in the corresponding Section of the SPAC Disclosure Letter (unless such disclosure has sufficient detail on its face that it is reasonably apparent that it relates to another Section of this Article V or by cross-reference to another Section of the Company Disclosure Letter or (ii) with respect to the SPAC SEC Reports, to the extent the qualifying nature of such disclosure is readily apparent from the content of such SPAC 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 SPAC SEC Report will be deemed to modify or qualify the representations and warranties set forth in Section 5.01 (Organization and Qualification; Subsidiaries), Section 5.03 (Capitalization) and Section 5.04 (Authority Relative to this Agreement)), SPAC and BVI Merger Sub hereby represent and warrant to the Company, Holdings and Cayman Merger Sub as follows:
