REPRESENTATIONS AND WARRANTIES OF SPAC PARTIES. Except as set forth in the Schedules to this Agreement or in the SEC Reports filed or furnished by SPAC with the SEC prior to the date hereof (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SEC Reports but excluding any disclosures in such SEC Reports under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” or “Quantitative and Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature), each SPAC Party represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF SPAC PARTIES. Except as set forth in the Schedules to this Agreement dated as of the date of this Agreement (each of which qualifies (a) 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 Reports filed or furnished by SPAC prior to the date of this Agreement (excluding (x) any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature and (y) any exhibits or other documents appended thereto) (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 6.05 (Litigation and Proceedings); Section 6.07 (Financial Ability; Trust Account); Section 6.11 (Tax Matters); and Section 6.13 (Capitalization)), each SPAC Party represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF SPAC PARTIES. 33 Section 6.01 Corporate Organization 33 Section 6.02 Due Authorization 33 Section 6.03 No Conflict 34 Section 6.04 Litigation and Proceedings 34 Section 6.05 Compliance with Laws 34 Section 6.06 Governmental Authorities; Consents 35 Section 6.07 Trust Account 35 Section 6.08 Fairness Opinion 36 Section 6.09 Brokers’ Fees 36 Section 6.10 SEC Reports; Financial Statements; Xxxxxxxx-Xxxxx Act; Undisclosed Liabilities 36 Section 6.11 Business Activities 37 Section 6.12 Taxes 38 Section 6.13 Capitalization 39 Section 6.14 Nasdaq Stock Market Listing 40 Section 6.15 Related Party Transactions 40 Section 6.16 Proxy Statement 40 Section 6.17 Absence of Changes 41 Section 6.18 Indebtedness 41 Section 6.19 Sponsor Agreement 41 ARTICLE VII COVENANTS OF THE COMPANY 41 Section 7.01 Conduct of Business 41 Section 7.02 Inspection 44 Section 7.03 No Claim Against the Trust Account 45 Section 7.04 Financial Statements 46 Section 7.05 No SPAC Common Stock Transactions 46
