REPRESENTATIONS AND WARRANTIES RELATING TO GG. Section 5.01 Corporate Organization 61 Section 5.02 Due Authorization 61 Section 5.03 Consents and Requisite Government Approvals; No Violations 62 Section 5.04 Capitalization 62 Section 5.05 Trust Account 63 Section 5.06 SEC Filings 64 Section 5.07 Internal Controls; Listing; Financial Statements 65 Section 5.08 No Undisclosed Liabilities 66 Section 5.09 Litigation 66 Section 5.10 Compliance with Laws 66 Section 5.11 Business Activities 66 Section 5.12 Contracts 67 Section 5.13 Employee Benefit Plans 67 Section 5.14 Taxes 67 Section 5.15 Absence of Changes 68 Section 5.16 Transactions with Affiliates 68 Section 5.17 Investment Company Act 68 Section 5.18 GG Recommendation 69 Section 5.19 Brokers 69 Section 5.20 Information Supplied 69 ARTICLE VI
REPRESENTATIONS AND WARRANTIES RELATING TO GG. Except as set forth in (a) the GG Disclosure Schedules (but subject to the terms of Section 11.08) or (b) GG SEC Reports filed with the SEC on or prior to the date of this Agreement (excluding any disclosures in any GG SEC Reports under the headlines “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that do not constitute statements of fact or that are generally cautionary, predictive or forward-looking in nature), GG hereby represents and warrants to Parent, the Company, ListCo and Merger Sub as follows:
