Representations and Warranties of the SPAC Parties Clause Samples

The "Representations and Warranties of the SPAC Parties" clause sets out the specific statements of fact and assurances that the SPAC (Special Purpose Acquisition Company) and its related parties make to the other parties in a transaction. These representations typically cover the SPAC's legal status, authority to enter into the agreement, financial condition, compliance with laws, and absence of undisclosed liabilities. By clearly outlining these assurances, the clause provides a basis for the other parties to rely on the accuracy of key information, thereby allocating risk and establishing grounds for remedies if any statements are later found to be false or misleading.
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:
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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):
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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):
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Representations and Warranties of the SPAC Parties. Except as set forth in any SPAC Party SEC Filings filed, furnished or submitted on or prior to the date hereof or on or prior to the Closing Date, as applicable, and provided that no representation or warranty by EQV shall apply to any statement or information in the SEC Filings that relates to changes to historical accounting policies of the SPAC Parties in connection with any order, directive, guideline, comment or recommendation from the Commission or the SPAC Parties’ auditor or accountant that is applicable to the SPAC Parties (collectively, the “SEC Guidance”), nor shall any correction, amendment, revision or restatement of the SPAC Parties’ financial statements due wholly or in part to the SEC Guidance or any other accounting matters, nor any other effects that relate to or arise out of, or are in connection with or in response to, any of the foregoing or any changes in accounting or disclosure related thereto, be deemed to be a breach of any representation or warranty by the SPAC Parties: (a) each SPAC Party represents and warrants to the Purchaser that with regards to such SPAC Party: (i) Such SPAC Party (i) is duly organized, incorporated, formed or registered, as applicable, validly existing and in good standing under the laws of its jurisdiction of incorporation, (ii) has the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted in all material respects and to enter into and perform its obligations under this Agreement and the other Transaction Documents, and (iii) is duly licensed, registered or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a SPAC Party Material Adverse Effect. (ii) All corporate action required to be taken by the boards of directors and shareholders of such SPAC Party in order to authorize such SPAC Party to enter into this Agreement and the other Transaction Documents has been taken or will be taken prior to the Closing Date. All action on the part of the officers of the SPAC Parties necessary for the execution and delivery of this Agreement and the other Transaction Documents, the performance ...
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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:
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Related to Representations and Warranties of the SPAC Parties

  • Representations and Warranties of the Seller The Seller hereby represents and warrants to the Purchaser as follows:

  • Representations and Warranties of the Sponsor The Sponsor hereby represents and warrants to the Owner Trustee that: (a) The Sponsor is duly organized and validly existing as a corporation in good standing under the laws of the State of California, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary corporate action. (c) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of incorporation or by-laws of the Sponsor, or any indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any lien upon any of its properties pursuant to the terns of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties. (d) There are no proceedings or investigations pending or notice of which has been received in writing before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties: (x) asserting the invalidity of this Agreement, (y) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (z) seeking any determination or ruling that should reasonably be expected to materially and adversely affect the performance by the Sponsor of its obligations under, or the validity or enforceability of, this Agreement. (e) The representations and warranties of the Sponsor in Article III of the Sale and Servicing Agreement are true and correct. (f) The Sponsor has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles. (g) The Sponsor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherwise) or operations of the Sponsor or its properties or might have consequences that would materially and adversely affect its performance hereunder. (h) The Sponsor will hold itself out to the public under its own name as a separate and distinct entity from the Trust and conduct its business so as not to mislead others as to the identity of the Trust. Without limiting the generality of the foregoing, to the extent that the Sponsor makes on behalf of the Trust, as administrator of the Trust, oral and written communications, including without limitation, all letters, invoices, contracts, statements and applications such oral and written communications will be made solely by the Sponsor, as administrator of the Trust, in the name of the Trust if they are made on behalf of the Trust.