REPRESENTATIONS AND WARRANTIES OF THE SPAC PARTIES. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants and Warrant Rights, each SPAC Party, jointly and severally, hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:
REPRESENTATIONS AND WARRANTIES OF THE SPAC PARTIES. As an inducement to the Company to enter into this Agreement and consummate the transactions contemplated hereby, except as set forth in the applicable section of the SPAC Disclosure Schedules or as disclosed in the SPAC SEC Documents (that are publicly available and that have been filed by the SPAC with the SEC between the period beginning on January 1, 2023 and ending at least five (5) Business Days prior to the Execution Date (excluding exhibits and 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)) (provided that it is reasonably apparent on the face of the language disclosed in such SPAC SEC Documents that such disclosure is applicable to a Section of this Article IV), each of the SPAC Parties hereby represents and warrants to the Company as follows as of the Execution Date (except as to any representations and warranties that specifically relate to an earlier date, in which case, such representations and warranties were true and correct as of such earlier date):
REPRESENTATIONS AND WARRANTIES OF THE SPAC PARTIES. 54 Section 4.1 Organization; Authority; Enforceability 55 Section 4.2 Non-contravention 55 Section 4.3 Litigation 56 Section 4.4 Brokerage 56
REPRESENTATIONS AND WARRANTIES OF THE SPAC PARTIES. 59 Section 4.1 Organization; Authority; Enforceability 59 Section 4.2 Non-contravention 60 Section 4.3 Litigation 60 Section 4.4 Brokerage 60 Section 4.5 Business Activities 60 Section 4.6 Compliance with Laws 61 Section 4.7 Organization of Merger Sub 61 Section 4.8 Tax Matters 61 Section 4.9 SPAC Capitalization 62 Section 4.10 Information Supplied; Registration Statement/Proxy Statement 63 Section 4.11 Trust Account 64 Section 4.12 SPAC SEC Documents; Financial Statements; Controls 64 Section 4.13 Listing 66 Section 4.14 Investment Company; Emerging Growth Company 66 Section 4.15 Inspections; Non-Reliance 66 Section 4.16 Related Person Transactions 66 Section 4.17 Employees 67 Section 4.18 Insurance 67 Section 4.19 Agreements; Contracts and Commitments 67 Section 4.20 Anti-Money Laundering Laws 67 Section 4.21 No SPAC Material Adverse Effect 68 Section 4.22 Absence of Certain Developments 68 Section 4.23 Unpaid SPAC Expenses 68 Section 4.24 No Other Representations and Warranties 68
REPRESENTATIONS AND WARRANTIES OF THE SPAC PARTIES. As an inducement to the Company to enter into this Agreement and consummate the transactions contemplated hereby, except as set forth in the applicable section of the SPAC Disclosure Schedules or as disclosed in the SPAC SEC Documents and publicly available (x) prior to the Execution Date, for representations and warranties made on the Execution Date, and (y) prior to the Closing Date, for representations and warranties made on the Closing Date, in each case excluding disclosures referred to in “Forward-Looking Statements” and “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements, each of the SPAC Parties hereby represents and warrants to the Company as follows as of the Execution Date and as of the Closing Date (except as to any representations and warranties that specifically relate to an earlier date, in which case, such representations and warranties were true and correct as of such earlier date):
REPRESENTATIONS AND WARRANTIES OF THE 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), the SPAC Parties jointly and severally represent and warrant to the Company as follows:
