REPRESENTATIONS AND WARRANTIES OF SPAC AND SPONSOR. Except as set forth in SPAC’s disclosure schedule delivered by SPAC in connection with this Agreement (the “SPAC Disclosure Schedule”) (provided, that any matter required to be disclosed shall only be disclosed by specific disclosure in the corresponding section of the SPAC Disclosure Schedule, except to the extent that such information is cross-referenced to another part of the SPAC Disclosure Schedule or it is reasonably apparent on the face of such disclosure that such information would qualify another provision in the Agreement), or in the SPAC SEC Reports filed prior to the date of the Agreement (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 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 5.13 (SPAC Trust Fund) and Section 5.15 (Taxes)), SPAC hereby represents and warrants, and, solely with respect to Section 5.20, the Sponsor hereby represents and warrants, to each of the Company and Merger Sub as follows:
