REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES. The Group Companies, jointly and severally, hereby represent and warrant to each Purchaser, except as set forth in the disclosure schedule attached hereto as Exhibit B (the “Disclosure Schedule”), as of the date hereof and the Closing Date hereunder, as follows. In this Agreement, any reference to a party’s “knowledge” means such party’s actual knowledge, and the knowledge which should have been acquired by such party after making such due inquiry and exercising such due diligence as a prudent business person would have made or exercised in the management of his or her business affairs, including but not limited to due and diligent inquiries of officers, directors and other employees of such party reasonably believed to have knowledge of the matter in question; any reference to “
REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES. Each of the Company, 7 Days Inn (Shenzhen) Co., Ltd., a wholly-owned subsidiary of the Company, incorporated under the laws of the People’s Republic of China (the “WFOE”) and the other Group Companies listed on Schedule II attached hereto (together with the Company, the WFOE and any other Subsidiary (as defined in Section 4(b)(i) below), the “Group Companies”), jointly and severally, represents and warrants to the Purchaser that, except as set forth in the disclosure schedule (the “Disclosure Schedule”) attached hereto as Exhibit G which exceptions shall be deemed to part of the representations and warranties made hereunder, the following representations and warranties are true and correct and will on the Closing Date be true and correct. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections contained in this Section 4.
REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES. Each of the Group Companies, jointly and severally, represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES. Except (a) as set forth in the disclosure letter delivered to SPAC by the Group Companies on the date of this Agreement (as may be updated pursuant to Section 8.6, the “Group Companies Disclosure Letter”) (each section of the Group Companies Disclosure Letter, subject to Section 13.9, qualifies the correspondingly numbered and lettered representations and warranties in this Article VI) and (b) as otherwise explicitly contemplated by this Agreement, the other Transaction Documents or in connection with the Transactions, each Group Company represents and warrants to SPAC, severally and jointly, as of the date hereof and as of the Merger Closing as follows:
REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES. Except as set forth in the disclosure letter dated as of the date of this Agreement and delivered by the Group Companies to Parent and the Merger Subs on or prior to the date of this Agreement (the “Company Disclosure Letter”) and except as disclosed in the Company SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) filed with or furnished to the SEC and available on Xxxxx since March 18, 2021 (the “Applicable Date”) and prior to the date of this Agreement (excluding any disclosures set forth or referenced in any risk factor section or in any other section, in each case, to the extent they are forward-looking statements or cautionary, predictive, non-specific or forward-looking in nature), the Group Companies, jointly and severally, represent and warrant to Parent and the Merger Subs as follows:
REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES. The Group Companies hereby jointly and severally represent and warrant to each Series D Purchaser, subject to the matters which are fairly disclosed in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Exhibit A, (which Disclosure Schedule shall be deemed to be exceptions to the representations and warranties to the Series D Purchasers), as of the date hereof and the Closing Date, that each of the following statements contained in this Article III is true and correct and not misleading. Unless otherwise defined, “
REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES. Except as set forth in the Company’s disclosure schedule delivered by the Company Signatories in connection with this Agreement (the “Company Disclosure Schedule”), the Company Signatories hereby represent and warrant to WinVest and the Merger Subs as of the Execution Date and as of the Closing as follows:
REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES. In order to induce the Buyer to enter into and perform this Agreement and to consummate the transactions contemplated hereby, and except as disclosed in the disclosure letter delivered by the Group Companies to the Buyer immediately prior to the execution of this Agreement (the “Company Disclosure Letter”) (it being understood and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosure in all other sections or subsections if the relevance of such item to such sections or subsections is reasonably apparent on its face), the Group Companies hereby represent and warrant to the Buyer on the date of this Agreement and on the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES. 15 Section 4.1 Organization, Standing and Power 15 Section 4.2 Capital Structure 16 Section 4.3 Authority; No Violations; Consents and Approvals 17 Section 4.4 Consents 18 Section 4.5 SEC Documents; Financial Statements 19 Section 4.6 Absence of Certain Changes or Events 20 Section 4.7 No Undisclosed Material Liabilities 20 Section 4.8 Information Supplied 20 Section 4.9 Company Permits; Compliance with Applicable Law 21 Section 4.10 Compensation; Benefits 22 Section 4.11 Labor Matters 23 Section 4.12 Taxes 24 Section 4.13 Litigation 26 Section 4.14 Intellectual Property 27 Section 4.15 Privacy and Cybersecurity. 27 Section 4.16 Real Property 28 Section 4.17 Rights-of-Way 29 Section 4.18 Oil and Gas Matters 30 Section 4.19 Environmental Matters 32 Section 4.20 Material Contracts 33 Section 4.21 Derivative Transactions 36 Section 4.22 Insurance 37 Section 4.23 Opinion of Financial Advisor 37 Section 4.24 Brokers 37
REPRESENTATIONS AND WARRANTIES OF THE GROUP COMPANIES. 29 Section 6.1. Company Organization 29 Section 6.2. Due Authorization. 29 Section 6.3. No Conflict 30 Section 6.4. Governmental Authorities; Consents 30 Section 6.5. Capitalization of Group Company. 30 Section 6.6. Statutory Registers 31 Section 6.7. Financial Statements; Internal Controls. 31 Section 6.8. Undisclosed Liabilities 32 Section 6.9. Litigation and Proceedings 32 Section 6.10. Legal Compliance. 32 TABLE OF CONTENTS (continued) Section 6.11. Contracts; No Defaults. 33 Section 6.12. Group Company Benefit Plans. 35 Section 6.13. Labor Relations; Employees. 35 Section 6.14. Taxes. 37 Section 6.15. Insurance 38 Section 6.16. Licenses 39 Section 6.17. Equipment and Other Tangible Property 39 Section 6.18. Real Property 39 Section 6.19. Intellectual Property. 40 Section 6.20. Privacy and Cybersecurity. 42 Section 6.21. Environmental Matters 42 Section 6.22. Absence of Changes 43 Section 6.23. Anti-Corruption Compliance. 43 Section 6.24. Anti-Money Laundering, Sanctions and International Trade Compliance. 43 Section 6.25. Proxy/Registration Statement 44 Section 6.26. Vendors. 44 Section 6.27. Government Contracts 44 Section 6.28. Investment Company 44 Section 6.29. Brokers’ Fees 45 Section 6.30. No Additional Representations or Warranties 45 Section 6.31. Foreign Private Issuer and Emerging Growth Company 45 Section 6.32. No Reliance 45 Section 6.33. No China-Based Entity 45
