Common use of Absence of Developments Clause in Contracts

Absence of Developments. Since the date of the most recent balance sheet included in the SEC Reports, no Material Adverse Effect has occurred. From the date of the Recent Balance Sheet through the date of this Agreement, except (x) as set forth in Section 4.8 of the SPAC Disclosure Schedules and (y) for the negotiation, preparation or execution of this Agreement, the performance by the SPAC of its covenants or agreements set forth this Agreement or the consummation by the SPAC of the transactions contemplated this Agreement, the SPAC has not: 4.8.1. directly or indirectly issued, or entered into any Contract for the issuance of, redeemed, repurchased or repaid, or entered into any Contract for the redemption, repurchase or repayment of, any Equity Securities of the SPAC (or any rights in or to such Equity Securities of the SPAC); 4.8.2. (i) made any loans, advances or capital contributions to, or guarantees for the benefit of, or other investment in, any other Person (including, for the avoidance of doubt, any SPAC Related Party), or (ii) canceled or forgiven any debts owed to or claims held by it (including, for the avoidance of doubt, any debts owed by, or claims held against, any SPAC Related Party), other than, in the case of clause (i), the reimbursement of expenses of employees or other service providers in the ordinary course of business; 4.8.3. made (i) any payments to any SPAC Related Party (including pursuant to any SPAC Related Party Transaction), or (ii) any amendments or modifications to Contracts that constitute SPAC Related Party Transactions; 4.8.4. authorized, recommended, proposed or announced an intention to adopt, or otherwise effected, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving the SPAC; 4.8.5. adopted any amendments or modifications to the Organizational Documents of the SPAC; 4.8.6. settled or compromised any Action (i) the performance of which would be reasonably likely to involve any payments by the SPAC in excess of $10,000 after the date of this Agreement, or (ii) that imposes any non-monetary obligations on the SPAC after the date of this Agreement; 4.8.7. entered into, amended or terminated any Contract of the SPAC; or 4.8.8. failed to make any extension payment to the Trust Account.

Absence of Developments. Since the date of the most recent balance sheet included in the SEC Reports, no Material Adverse Effect has occurred. From the date of the Recent Balance Sheet through the date of this Agreement, except (x) as set forth in Section 4.8 of the SPAC Disclosure Schedules and (y) for the negotiation, preparation or execution of this Agreement, the performance by the SPAC of its covenants or agreements set forth this Agreement or the consummation by the SPAC of the transactions contemplated this Agreement, the SPAC has not: 4.8.1. directly or indirectly issued, or entered into any Contract for the issuance of, redeemed, repurchased or repaid, or entered into any Contract for the redemption, repurchase or repayment of, repaid any Equity Securities of the SPAC (or any rights in or to such Equity Securities of the SPAC); 4.8.2. (i) made any loans, advances or capital contributions to, or guarantees for the benefit of, or other investment in, any other Person (including, for the avoidance of doubt, any SPAC Related Party), or (ii) canceled or forgiven any debts owed to or material claims held by it (including, for the avoidance of doubt, any debts owed by, or material claims held against, any SPAC Related Party), other than, in the case of clause (i), the reimbursement of expenses of employees or other service providers in the ordinary course of business; 4.8.3. made (i) any material payments to any SPAC Related Party (including pursuant to any SPAC Related Party Transaction), or (ii) any material amendments or modifications to Contracts that constitute SPAC Related Party Transactions; 4.8.4. authorized, recommended, proposed or announced an intention to adopt, or otherwise effected, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving the SPAC; 4.8.5. except as contemplated in connection with the Extension Meeting, adopted any amendments or modifications to the Organizational Documents of the SPAC;; and 4.8.6. settled or compromised any Action (i) the performance of which would be reasonably likely to involve any payments by the SPAC in excess of $10,000 after the date of this Agreement, or (ii) that imposes any material, non-monetary obligations on the SPAC after the date of this Agreement; 4.8.7. entered into, amended or terminated any Contract of the SPAC; or 4.8.8. failed to make any extension payment to the Trust Account.

Absence of Developments. Since the date of the most recent balance sheet included in the SEC ReportsFrom September 30, no Material Adverse Effect has occurred. From the date of the Recent Balance Sheet 2022 through the date of this Agreement, except (x) as set forth in Section 4.8 of the SPAC Disclosure Schedules and (y) for the negotiation, preparation or execution of this AgreementAgreement or the Ancillary Documents, the performance by the SPAC of its covenants or agreements set forth this Agreement or any Ancillary Documents to which the SPAC is a party or the consummation by the SPAC of the transactions contemplated this AgreementAgreement or such Ancillary Documents or otherwise in connection with the transactions contemplated hereby, by the Ancillary Documents or by the Extension Letter, or in accordance with the terms of a Contract in the Data Room, the SPAC has not: 4.8.1. directly or indirectly issued, or entered into any Contract for the issuance of, (a) redeemed, repurchased or repaid, or entered into any Contract for the redemption, repurchase or repayment of, repaid any Equity Securities of the SPAC (or any rights in or to such Equity Securities of the SPAC); 4.8.2. (b) (i) made any loans, advances or capital contributions to, or guarantees for the benefit of, or other investment in, any other Person (including, for the avoidance of doubt, any SPAC Related Party), or (ii) canceled or forgiven any debts owed to or material claims held by it (including, for the avoidance of doubt, any debts owed by, or material claims held against, any SPAC Related Party), other than, in the case of clause (i), (B) the reimbursement of expenses of employees or other service providers in the ordinary course of business; 4.8.3. (c) made (i) any material payments to any SPAC Related Party (including pursuant to any SPAC Related Party Transaction), or (ii) any material amendments or modifications to Contracts that constitute SPAC Related Party Transactions; 4.8.4. (d) authorized, recommended, proposed or announced an intention to adopt, or otherwise effected, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving the SPAC; 4.8.5. (e) adopted any amendments or modifications to the Organizational Documents of the SPAC;; and 4.8.6. (f) settled or compromised any Action (i) the performance of which would be reasonably likely to involve any payments by the SPAC in excess of $10,000 50,000 after the date of this Agreement, or (ii) that imposes any material, non-monetary obligations on the SPAC after the date of this Agreement; 4.8.7. entered into, amended or terminated any Contract of the SPAC; or 4.8.8. failed to make any extension payment to the Trust Account.

Absence of Developments. Since the date of the most recent balance sheet included in the SEC Reports, no Material Adverse Effect has occurred. From the date of the Recent Balance Sheet through the date of this Agreement, except (x) as set forth in Section 4.8 of the SPAC Disclosure Schedules and (y) for the negotiation, preparation or execution of this Agreement, the Ancillary Documents or the New Partnership Agreement, the performance by the SPAC Sponsor of its covenants or agreements set forth this Agreement, any Ancillary Documents to which the SPAC is a party or the New Partnership Agreement or the consummation by the SPAC Sponsor of the transactions contemplated this Agreement, such Ancillary Documents or the SPAC New Partnership Agreement or otherwise in connection with the transactions contemplated hereby, by the Ancillary Documents or by the Extension Letter , or in accordance with the terms of a Contract in the Data Room, the Sponsor has not: 4.8.1. directly or indirectly issued, or entered into any Contract for the issuance of, (a) redeemed, repurchased or repaid, or entered into any Contract for the redemption, repurchase or repayment of, repaid any Equity Securities of the SPAC (or any rights in or to such Equity Securities of the SPAC)Sponsor; 4.8.2. (b) (i) made any loans, advances or capital contributions to, or guarantees for the benefit of, or other investment in, any other Person (including, for the avoidance of doubt, any SPAC Sponsor Related Party), or (ii) canceled or forgiven forgave any debts owed to or material claims held by it (including, for the avoidance of doubt, any debts owed by, or material claims held against, any SPAC Sponsor Related Party), other than, in the case of clause (i), (B) the reimbursement of expenses of employees or other service providers in the ordinary course of business; 4.8.3. (c) made (i) any material payments to any SPAC Sponsor Related Party (including pursuant to any SPAC Sponsor Related Party Transaction), or (ii) any material amendments or modifications to Contracts that constitute SPAC Sponsor Related Party Transactions; 4.8.4. (d) authorized, recommended, proposed or announced an intention to adopt, or otherwise effected, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving the SPACSponsor; 4.8.5. (e) adopted any amendments or modifications to the Organizational Documents of the SPAC;Sponsor; and 4.8.6. (f) settled or compromised any Action (i) the performance of which would be reasonably likely to involve any payments by the SPAC Sponsor in excess of $10,000 50,000 after the date of this Agreement, or (ii) that imposes any material, non-monetary obligations on the SPAC Sponsor after the date of this Agreement; 4.8.7. entered into, amended or terminated any Contract of the SPAC; or 4.8.8. failed to make any extension payment to the Trust Account.

Absence of Developments. Since the date of the most recent balance sheet included in the SEC Reports, no Material Adverse Effect has occurred. From the date of the Recent Balance Sheet through the date of this Agreement, except (x) as set forth in Section 4.8 3.8 of the SPAC Disclosure Schedules and (y) for the negotiation, preparation or execution of this AgreementAgreement or the Ancillary Documents, the performance by the SPAC of its covenants or agreements set forth this Agreement or any Ancillary Documents to which the SPAC is a party or the consummation by the SPAC of the transactions contemplated this Agreement, the SPAC has notAgreement or such Ancillary Documents : 4.8.1. directly or indirectly issued, or entered into any Contract for the issuance of, (a) redeemed, repurchased or repaid, or entered into any Contract for the redemption, repurchase or repayment of, repaid any Equity Securities of the SPAC (or any rights in or to such Equity Securities of the SPAC); 4.8.2. (b) (i) made any loans, advances or capital contributions to, or guarantees for the benefit of, or other investment in, any other Person (including, for the avoidance of doubt, any SPAC Related Party), or (ii) canceled or forgiven any debts owed to or material claims held by it (including, for the avoidance of doubt, any debts owed by, or material claims held against, any SPAC Related Party), other than, in the case of clause (i), (B) the reimbursement of expenses of employees or other service providers in the ordinary course of business; 4.8.3. (c) made (i) any material payments to any SPAC Related Party (including pursuant to any SPAC Related Party Transaction), or (ii) any material amendments or modifications to Contracts that constitute SPAC Related Party Transactions; 4.8.4. (d) authorized, recommended, proposed or announced an intention to adopt, or otherwise effected, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving the SPAC; 4.8.5. (e) except as contemplated in connection with the Required SPAC Shareholder Approvals, adopted any amendments or modifications to the Organizational Documents of the SPAC;; and 4.8.6. (f) settled or compromised any Action (i) the performance of which would be reasonably likely to involve any payments by the SPAC in excess of $10,000 50,000 after the date of this Agreement, or (ii) that imposes any material, non-monetary obligations on the SPAC after the date of this Agreement; 4.8.7. entered into, amended or terminated any Contract of the SPAC; or 4.8.8. failed to make any extension payment to the Trust Account.

Absence of Developments. Since the date of the most recent balance sheet included in the SEC Reports, no Material Adverse Effect has occurred. From the date of the Recent Balance Sheet through the date of this Agreement, except (x) as set forth in Section 4.8 3.8 of the SPAC Disclosure Schedules and (y) for the negotiation, preparation or execution of this AgreementAgreement or the Ancillary Documents, the performance by the SPAC of its covenants or agreements set forth this Agreement or any Ancillary Documents to which the SPAC is a party or the consummation by the SPAC of the transactions contemplated this Agreement, the SPAC has notAgreement or such Ancillary Documents : 4.8.1. directly or indirectly issued, or entered into any Contract for the issuance of, (a) redeemed, repurchased or repaid, or entered into any Contract for the redemption, repurchase or repayment of, repaid any Equity Securities of the SPAC (or any rights in or to such Equity Securities of the SPAC); 4.8.2. (b) (i) made any loans, advances or capital contributions to, or guarantees for the benefit of, or other investment in, any other Person (including, for the avoidance of doubt, any SPAC Related Party), or (ii) canceled or forgiven any debts owed to or material claims held by it (including, for the avoidance of doubt, any debts owed by, or material claims held against, any SPAC Related Party), other than, in the case of clause (i), (B) the reimbursement of expenses of employees or other service providers in the ordinary course of business; 4.8.3. (c) made (i) any material payments to any SPAC Related Party (including pursuant to any SPAC Related Party Transaction), or (ii) any material amendments or modifications to Contracts that constitute SPAC Related Party Transactions; 4.8.4. (d) authorized, recommended, proposed or announced an intention to adopt, or otherwise effected, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving the SPAC; 4.8.5. (e) except as contemplated in connection with the Required SPAC Shareholder Approvals, adopted any amendments or modifications to the Organizational Documents of the SPAC;; and 4.8.6. (f) settled or compromised any Action (i) the performance of which would be reasonably likely to involve any payments by the SPAC in excess of $10,000 after the date of this Agreement, or (ii) that imposes any material, non-monetary obligations on the SPAC after the date of this Agreement; 4.8.7. entered into, amended or terminated any Contract of the SPAC; or 4.8.8. failed to make any extension payment to the Trust Account.

Absence of Developments. Since the date of the its most recent balance sheet included in the SEC Reportssheet, (i) no Material Adverse Effect has occurred. From the date of the Recent Balance Sheet through the date of this Agreement, occurred and (ii) except (x) as set forth in Section 4.8 of the SPAC Disclosure Schedules and (y) for the negotiation, preparation or execution of this Agreement, the Ancillary Documents or the New LLC Agreement, the performance by the SPAC Sponsor of its covenants or agreements set forth this Agreement, any Ancillary Documents to which the SPAC is a party or the New LLC Agreement or the consummation by the SPAC Sponsor of the transactions contemplated this Agreement, such Ancillary Documents or the SPAC has notNew LLC Agreement: 4.8.1. directly or indirectly issued, or entered into any Contract for the issuance of, (a) redeemed, repurchased or repaid, or entered into any Contract for the redemption, repurchase or repayment of, repaid any Equity Securities of the SPAC (or any rights in or to such Equity Securities of the SPAC)Sponsor; 4.8.2. (b) (i) made any loans, advances or capital contributions to, or guarantees for the benefit of, or other investment in, any other Person (including, for the avoidance of doubt, any SPAC Sponsor Related Party), or (ii) canceled or forgiven any debts owed to or material claims held by it (including, for the avoidance of doubt, any debts owed by, or material claims held against, any SPAC Sponsor Related Party), other than, in the case of clause (i), (B) the reimbursement of expenses of employees or other service providers in the ordinary course of business; 4.8.3. (c) made (i) any material payments to any SPAC Sponsor Related Party (including pursuant to any SPAC Sponsor Related Party Transaction), or (ii) any material amendments or modifications to Contracts that constitute SPAC Sponsor Related Party Transactions; 4.8.4. (d) authorized, recommended, proposed or announced an intention to adopt, or otherwise effected, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving the SPACSponsor; 4.8.5. (e) adopted any amendments or modifications to the Organizational Documents of the SPAC;Sponsor; and 4.8.6. (f) settled or compromised any Action (i) the performance of which would be reasonably likely to involve any payments by the SPAC Sponsor in excess of $10,000 50,000 after the date of this Agreement, or (ii) that imposes any material, non-monetary obligations on the SPAC Sponsor after the date of this Agreement; 4.8.7. entered into, amended or terminated any Contract of the SPAC; or 4.8.8. failed to make any extension payment to the Trust Account.

Absence of Developments. Since the date of the its most recent balance sheet included in the SEC Reportssheet, (i) no Material Adverse Effect has occurred. From the date of the Recent Balance Sheet through the date of this Agreement, occurred and (ii) except (x) as set forth in Section 4.8 of the SPAC Sponsor Disclosure Schedules and (y) for the negotiation, preparation or execution of this Agreement, the Ancillary Documents or the New Partnership Agreement, the performance by the SPAC Sponsor of its covenants or agreements set forth this Agreement, any Ancillary Documents to which the SPAC is a party or the New Partnership Agreement or the consummation by the SPAC Sponsor of the transactions contemplated this Agreement, such Ancillary Documents or the SPAC has notNew Partnership Agreement: 4.8.1. directly or indirectly issued, or entered into any Contract for the issuance of, (a) redeemed, repurchased or repaid, or entered into any Contract for the redemption, repurchase or repayment of, repaid any Equity Securities of the SPAC (or any rights in or to such Equity Securities of the SPAC)Sponsor; 4.8.2. (b) (i) made any loans, advances or capital contributions to, or guarantees for the benefit of, or other investment in, any other Person (including, for the avoidance of doubt, any SPAC Sponsor Related Party), or (ii) canceled or forgiven any debts owed to or material claims held by it (including, for the avoidance of doubt, any debts owed by, or material claims held against, any SPAC Sponsor Related Party), other than, in the case of clause (i), (B) the reimbursement of expenses of employees or other service providers in the ordinary course of business; 4.8.3. (c) made (i) any material payments to any SPAC Sponsor Related Party (including pursuant to any SPAC Sponsor Related Party Transaction), or (ii) any material amendments or modifications to Contracts that constitute SPAC Sponsor Related Party Transactions; 4.8.4. (d) authorized, recommended, proposed or announced an intention to adopt, or otherwise effected, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving the SPACSponsor; 4.8.5. (e) adopted any amendments or modifications to the Organizational Documents of the SPAC;Sponsor; and 4.8.6. (f) settled or compromised any Action (i) the performance of which would be reasonably likely to involve any payments by the SPAC Sponsor in excess of $10,000 after the date of this Agreement, or (ii) that imposes any material, non-monetary obligations on the SPAC Sponsor after the date of this Agreement; 4.8.7. entered into, amended or terminated any Contract of the SPAC; or 4.8.8. failed to make any extension payment to the Trust Account.