The Company and every Target Company maintains books and information reflecting its assets and Liabilities and maintains correct and enough internal accounting controls which are in accordance with relevant Law and supply affordable assurance that transactions are executed with management’s authorization, transactions are recorded as necessary to permit preparation of the financial statements of the Company or such Target Company and to maintain accountability for the Company’s or such Target Company’s belongings, access to such Target Company’s property is permitted only in accordance with management’s authorization, and enough procedures are implemented to impact the collection of accounts, notes and different receivables on a timely basis. All of the financial books and records of the Company and the Target Companies fairly current in all materials respects the financial place, results of operations and money flows of the Company and the Target Companies and have been maintained within habazar internet marketing – google maps the strange course according to past apply and in accordance with applicable Laws. Neither the Company nor any Target Company has been subject to or concerned in any materials fraud that involves administration or different workers who’ve a significant role in the inside controls over financial reporting of the Company or any Target Company. In the previous three years, neither the Company nor any Target Company or their respective Representatives has received any material written criticism, allegation, assertion or claim concerning the accounting or auditing practices, procedures, methodologies or strategies of the Company or any Target Company or its inside accounting controls, including any materials written criticism, allegation, assertion or claim that the Company or any Target Company has engaged in questionable accounting or auditing practices.
There aren’t any Actions pending towards such Sponsor Party, or to the information of such Sponsor Party threatened towards such Sponsor Party, before any arbitrator or any Governmental Authority, which in any manner challenges or seeks to stop, enjoin or materially delay the efficiency by such Sponsor Party of its, his or her obligations beneath this Sponsor Agreement. Attached hereto to which such Sponsor Party is party, efficient as of the Effective Time without any further liability or obligation to Parent, the Company or their respective Subsidiaries. On the Closing Date, Parent shall enter into customary indemnification agreements moderately passable to every of the Company and Parent with the post-Closing administrators and officers of Parent, which indemnification agreements shall continue to be efficient following the Closing. Parent shall be liable for and pay the filing charges payable to the Antitrust Authorities in connection with the transactions contemplated hereby. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock the chance to elect redemption of such shares of Parent Class A Common Stock in reference to the Parent Stockholders’ Meeting, as required by Parent’s Governing Documents. During the Interim Period, Parent shall, and shall trigger its Subsidiaries to comply with, and continue performing underneath, as relevant, Parent’s Governing Documents, the Trust Agreement and all other agreements or Contracts to which Parent or its Subsidiaries could additionally be a celebration.
Parent has no, and has by no means had any, direct or oblique subsidiaries or participations in joint ventures or different entities aside from Merger Subs, and every Merger Sub has no, and has by no means had any, direct or indirect subsidiaries or participations in joint ventures or other entities. Parent owns all the outstanding fairness securities of each Merger Sub, free and away from all Liens. Except for Parent’s ownership of Merger Subs, neither Parent nor Merger Subs owns, instantly or indirectly, any equity or voting interest in any Person or has any settlement or dedication to buy any such interest, and has not agreed and is not obligated to make nor is certain by any written or oral settlement, contract, subcontract, lease, binding understanding, instrument, note, choice, warranty, purchase order, license, sublicense, insurance policy, profit plan, commitment or enterprise of any nature, as of the date hereof or as could hereafter be in effect under which it could turn into obligated to make, any future funding in or capital contribution to another Person. Each Merger Sub doesn’t have any belongings or properties of any type, does not now conduct and has never conducted any business, and has and will have at the Closing no obligations or liabilities of any nature in any respect, except for such obligations as are imposed under this Agreement. Either Northern Star or Apex might waive, to the extent permitted by legislation, any inaccuracies in the representations and warranties made to such get together contained in the Merger Agreement or in any doc delivered pursuant to the Merger Agreement and waive compliance with any agreements or conditions for the good factor about itself or such get together contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement. Notwithstanding the foregoing, pursuant to Northern Star’s amended and restated certificates of incorporation, Northern Star can not consummate the Mergers if it has less than $5,000,001 of web tangible belongings remaining both immediately previous to or upon consummation of the Mergers after bearing in mind the holders of public shares that correctly demanded that Northern Star redeem their public shares for their pro rata share of the belief account.
Except as wouldn’t be moderately more doubtless to result in materials Liability to the Company or any Target Company, no compensation has been or may fairly be anticipated to be includable in the gross income of any current or former employee, director, officer or particular person unbiased contractor of the Company or any Target Company on account of the operation of Section 409A of the Code. Except as wouldn’t moderately be expected to have a Material Adverse Effect with respect to the Company, the Company and each Target Company has glad any pre-signing legal or contractual requirement to supply discover to, or to enter into any session procedure with, any labor union, labor group or works council, which is representing any worker of the Company or any Target Company, in reference to the execution of this Agreement or the Transactions . During the 2 -year period ending on the date of this Agreement, no Target Company was a distributing company or a managed company in a transaction purported or supposed to be governed by Section 355 of the Code. The Company and the Target Companies preserve business continuity and catastrophe restoration plans which are enough to guarantee that the IT Systems may be replaced or substituted without material disruption to the operations of enterprise of the Company and the Target Companies as currently performed.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Company Support Agreement as of the date first written above. In case any provision in this Agreement shall be held invalid, unlawful or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, solely to the extent essential to render the same valid, authorized and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any means be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in another jurisdiction. Upon such willpower that any term or different provision is invalid, unlawful or incapable of being enforced, the parties hereto will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as could additionally be valid, legal and enforceable, the intent and objective of such invalid, illegal or unenforceable provision. From time to time, on the request of the Company, every Voting Party shall take, all such further actions, as could also be needed or acceptable to, in essentially the most expeditious manner moderately practicable, effect the purposes of this Agreement, and execute customary paperwork incident to the consummation of the Business Combination.
To the information of the Company, there have been no labor organization activity involving any employees of the Company or any of its Subsidiaries. In the previous three years, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other materials labor dispute in opposition to or affecting the Company or any Subsidiary of the Company. Foreign or extra-provincial company in each jurisdiction during which its possession of property or the character of its actions is such as to require it to be so licensed or qualified or in good standing, as applicable, except the place the failure to be so licensed or qualified or in good standing wouldn’t be materials to the enterprise of the Company and its Subsidiaries, taken as a whole. ”) to act as the agent for the aim of paying the Aggregate Closing Consideration to the Company Stockholders.