Common use of Business Activities; Absence of Certain Changes or Events Clause in Contracts

Business Activities; Absence of Certain Changes or Events. (a) Since its incorporation, NGA has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the NGA Organizational Documents, there is no agreement, commitment or Governmental Order binding upon NGA or to which NGA is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of NGA or any acquisition of property by NGA or the conduct of business by NGA as currently conducted or as contemplated to be conducted as of the Closing. (b) NGA does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, NGA has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination. (c) NGA is not a party to any contract with any other person other than (i) this Agreement and the agreements expressly contemplated hereby, (ii) engagement and indemnification agreements with legal, financial and other advisors listed in Section 5.08(c) of the NGA Disclosure Schedule, (iii) contracts filed prior to the date hereof as exhibits to the NGA SEC Reports, (iv) the NGA Working Capital Warrant Purchase Agreement, (v) D&O Insurance contracts, (vi) the contracts listed in Section 5.08(c) of the NGA Disclosure Schedule, and (vii) any other contracts that, in the aggregate, require payment following the date hereof by NGA of less than $250,000 in the aggregate. (d) Since its initial public offering and prior to the date of this Agreement, except as otherwise reflected in the NGA SEC Reports, or as expressly contemplated by this Agreement, (i) NGA has conducted its business in all material respects in the ordinary course and in a manner consistent with past practice, other than due to any actions taken due to any COVID-19 Measures, (ii) NGA has not sold, assigned, transferred, permitted to lapse, abandoned, or otherwise disposed of any right, title, or interest in or to any of its material assets, and (iii) there has not been a NGA Material Adverse Effect.

Business Activities; Absence of Certain Changes or Events. (a) Since its incorporation, NGA Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the NGA Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon NGA Acquiror or to which NGA Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of NGA Acquiror or any acquisition of property by NGA Acquiror or the conduct of business by NGA Acquiror as currently conducted or as contemplated to be conducted as of the ClosingClosing other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect. (b) NGA Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, NGA Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination. (c) NGA is not a party to any contract with any other person other than Except for (i) this Agreement and the agreements expressly contemplated hereby, (ii) engagement with respect to fees and indemnification agreements with expenses of Acquiror’s legal, financial and other advisors listed and (iii) any loan from the Sponsor or an Affiliate thereof or certain of Acquiror’s officers and directors to finance Acquiror’s transaction costs in connection with the Transactions or other expenses unrelated to the Transactions, Acquiror is not, and at no time has been, party to any contract with any other person that would require payments by Acquiror in excess of $1,000,000 in the aggregate with respect to any individual contract or when taken together with all other contracts (other than this Agreement and the agreements expressly contemplated hereby). (d) Except as set forth on Section 5.08(c5.08(d) of the NGA Acquiror Disclosure Schedule, there is no liability, debt or obligation of Acquiror or its Subsidiaries or any Acquiror Transaction Cost, except (iiii) contracts filed prior to as reflected or reserved for on Acquiror’s unaudited condensed balance sheet for the date hereof period ended March 31, 2022 (the “Acquiror Balance Sheet Date”) or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as exhibits to the NGA SEC Reports, (iv) the NGA Working Capital Warrant Purchase Agreement, (v) D&O Insurance contracts, (vi) the contracts listed in Section 5.08(c) of the NGA Disclosure Schedule, are not and (vii) any other contracts thatwould not be, in the aggregate, require payment following material to Acquiror and its Subsidiaries, taken as a whole) or that have arisen since the date hereof Acquiror Balance Sheet Date in the ordinary course of business of Acquiror and its Subsidiaries or (ii) any loan from the Sponsor or an Affiliate thereof or certain of Acquiror’s officers and directors to finance Acquiror’s transaction costs in connection with the Transactions or other expenses unrelated to the Transactions. (e) Since its incorporation, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by NGA Merger Sub or the conduct of less business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than $250,000 such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect. (df) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. (g) Merger Sub was formed solely for the purpose of effecting the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation and the Transactions. (h) Since its initial public offering the Acquiror Balance Sheet Date and prior to the date of this Agreement, except as otherwise reflected in the NGA SEC Reports, or as expressly contemplated by this Agreement, (i) NGA Acquiror has conducted its business in all material respects in the ordinary course and in a manner consistent with past practice, other than due to any actions taken due to any COVID-19 Measures, (ii) NGA Acquiror has not sold, assigned, transferred, permitted to lapse, abandoned, or otherwise disposed of any right, title, or interest in or to any of its material assets, and (iii) there has not been a NGA an Acquiror Material Adverse Effect, and (iv) Acquiror has not taken any action that, if taken after the date of this Agreement, would constitute a material breach of any of the covenants set forth in Section 6.02. (i) None of Acquiror, Merger Sub, any of their respective directors or officers, or to the Acquiror’s knowledge, agents, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of any applicable Anti-Corruption Law; or (iii) made any payment in the nature of criminal bribery, in each of the foregoing clauses (i)-(iii) except as would not reasonably be expected to result in material liability to Acquiror or Merger Sub. (j) None of Acquiror, Merger Sub, any of their respective directors or officers, or to the Acquiror’s knowledge, agents (i) is or has been a Sanctioned Person; (ii) has transacted business with or for the benefit of any Sanctioned Person or has otherwise violated applicable Sanctions; or (iii) has violated any Ex-Im Laws, in each of the foregoing clauses (i)-(iii) except as would not reasonably be expected to result in material liability to Acquiror or Merger Sub. (k) There are no, and there have never been, any internal or external investigations, audits, actions or proceedings pending, or any voluntary or involuntary disclosures made to a Governmental Authority, with respect to any apparent or suspected violation by Acquiror or Merger Sub, or any of their respective officers, directors, employees, or agents with respect to any Anti-Corruption Laws, Sanctions, or Ex-Im Laws, except as would not reasonably be expected to result in material liability to Acquiror or Merger Sub.

Business Activities; Absence of Certain Changes or Events. (a) Since its incorporationformation, NGA and on and prior to the date of this Agreement, FRSG has not conducted any business activities other than ordinary course operations as a publicly-traded special purpose acquisition company and activities directed toward the accomplishment of a Business Combination. . (b) Except as set forth in the NGA FRSG Organizational Documents, there is no agreement, commitment or Governmental Order binding upon NGA FRSG or to which NGA FRSG is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of NGA FRSG or any acquisition of property by NGA FRSG or the conduct of business by NGA FRSG as currently conducted or as contemplated to be conducted as of the ClosingClosing other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a FRSG Material Adverse Effect. (bc) NGA Except for this Agreement and the Transactions, FRSG does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, NGA has no interests, rights, obligations or liabilities with respect to, and FRSG is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, to any Contract contract or transaction which is, or could reasonably be interpreted as constituting, constitutes a Business Combination. (cd) NGA Except (i) as set forth on Section 5.08(d) of the FRSG Disclosure Schedule (ii) for this Agreement and the agreements expressly contemplated hereby or agreements reasonably necessary in connection with the obligations hereunder, (iii) with respect to fees and expenses of FRSG’s legal, financial and other advisors and (iii) any loan from the Sponsor or an affiliate thereof or certain of FRGS’s officers and directors to finance FRSG’s transaction costs in connection with the Transactions or other expenses unrelated to the Transactions, FRSG is not a not, and at no time has been, party to any contract with any other person that would require payments by FRSG in excess of $500,000 in the aggregate with respect to any individual contract (other than (i) this Agreement and the agreements expressly contemplated hereby). (e) There is no material liability, debt or obligation against FRSG, except for (iii) engagement liabilities and indemnification agreements with legalobligations (x) reflected or reserved for on FRSG’s consolidated balance sheet for the quarterly period ended March 31, financial 2021 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and other advisors listed in Section 5.08(c) of the NGA Disclosure Schedule, (iii) contracts filed prior to the date hereof as exhibits to the NGA SEC Reports, (iv) the NGA Working Capital Warrant Purchase Agreement, (v) D&O Insurance contracts, (vi) the contracts listed in Section 5.08(c) of the NGA Disclosure Schedule, and (vii) any other contracts thatwould not be, in the aggregate, require payment following material to FRSG) or (y) that have arisen since the date hereof by NGA of less than $250,000 FRSG’s consolidated balance sheet for the quarterly period March 31, 2021 in the aggregateordinary course of business of FRSG, or (ii) any loan from the Sponsor or an affiliate thereof or certain of FRSG’s officers and directors to finance FRSG’s transaction costs in connection with the Transactions or other expenses unrelated to the Transactions. (df) Since its initial public offering formation, and prior to the date of this Agreement, except as otherwise reflected in the NGA SEC Reports, or as expressly contemplated by this Agreement, (i) NGA FRSG has conducted its business in all material respects in the ordinary course and in a manner consistent with past practice, other than due to any actions taken due to any COVID-19 Measures, (ii) NGA FRSG has not sold, assigned, transferred, permitted to lapse, abandoned, or otherwise disposed of any right, title, or interest in or to any of its material assets, and (iii) there has not been a NGA FRSG Material Adverse Effect.

Business Activities; Absence of Certain Changes or Events. (a) Holdings was formed on July 23, 2021, solely for the purpose of engaging in the Transactions and is, and will be at all times prior to the SPAC Merger Effective Time, wholly owned by the Company. Since the date of its incorporation, NGA Holdings has not conducted engaged, and at all times prior to the SPAC Merger Effective Time will not engage, in any business activities other than activities directed toward the accomplishment execution of a Business Combination. Except as set forth in this Agreement and the NGA Organizational Documents, there is no agreement, commitment or Governmental Order binding upon NGA or other Transaction Documents to which NGA Holdings is a party which has had or would reasonably be expected to have party, the effect performance of prohibiting or impairing any business practice of NGA or any acquisition of property by NGA or the conduct of business by NGA as currently conducted or as contemplated to be conducted as its obligations hereunder and thereunder in furtherance of the ClosingTransactions, and matters ancillary thereto. Holdings does not have, and prior to the SPAC Merger Effective Time will not have, any operations, assets, liabilities or obligations of any nature other than those incurred in connection with its formation and pursuant to this Agreement and the Transactions. (b) NGA does Cayman Merger Sub was formed on June 22, 2021, solely for the purpose of engaging in the SPAC Merger and is, and will be at all times prior to the SPAC Merger Effective Time, wholly owned by Holdings. Since the date of its incorporation, Cayman Merger Sub has not own or have a right engaged, and at all times prior to acquirethe SPAC Merger Effective Time will not engage, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or activities other entity. Except for than the execution of this Agreement and the other Transaction Documents to which Cayman Merger Sub is party, the performance of its obligations hereunder and thereunder in furtherance of the Transactions, NGA has no interests, rights, obligations or liabilities with respect toand matters ancillary thereto. Cayman Merger Sub does not have, and is prior to the SPAC Merger Effective Time will not party to, bound by or has its assets or property subject to, in each case whether directly or indirectlyhave, any Contract operations, assets, liabilities or transaction which is, or could reasonably be interpreted as constituting, a Business Combinationobligations of any nature other than those incurred in connection with its formation and pursuant to this Agreement and the SPAC Merger. (c) NGA is not a party to any contract with any other person other than (i) this Agreement and the agreements expressly contemplated herebyFrom December 31, (ii) engagement and indemnification agreements with legal, financial and other advisors listed in Section 5.08(c) of the NGA Disclosure Schedule, (iii) contracts filed prior to 2020 through the date hereof as exhibits to the NGA SEC Reports, (iv) the NGA Working Capital Warrant Purchase Agreement, (v) D&O Insurance contracts, (vi) the contracts listed in Section 5.08(c) of the NGA Disclosure Schedule, and (vii) any other contracts that, in the aggregate, require payment following the date hereof by NGA of less than $250,000 in the aggregate. (d) Since its initial public offering and prior to the date of this Agreementhereof, except as otherwise reflected in the NGA SEC Reports, Unaudited Annual Financial Statements or as expressly contemplated by this Agreement, (i) NGA has the Company and the Company Subsidiaries have conducted its business their respective businesses in all material respects in the ordinary course and in a manner consistent with past practice, other than due to any actions taken due to any COVID-19 Measures, (ii) NGA has the Company and the Company Subsidiaries have not sold, assigned, transferred, permitted to lapse, abandoned, or otherwise disposed of any right, title, or interest in or to any of its or their respective material assetsassets (including Company-Owned IP) other than non-exclusive licenses (or sublicenses) of Company-Owned IP granted in the ordinary course of business consistent with past practice, and (iii) neither the Company nor any Company Subsidiary has taken any action that, if taken after the date hereof, would constitute a breach of any of the covenants set forth in clauses (ii), (v), (vi), (viii), (ix), (x), (xi), (xiv), (xv), (xviii) or (xix) of Section 6.01(b) (or, only with respect to the covenants in each of the foregoing clauses of Sections 6.01(b), Section 6.01(b)(xxiii)). (d) Since December 31, 2020, there has not been a NGA Company Material Adverse Effect.

Business Activities; Absence of Certain Changes or Events. (a) Since its incorporation, NGA Switchback has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the NGA Switchback Organizational Documents, there is no agreement, commitment or Governmental Order binding upon NGA Switchback or to which NGA Switchback is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of NGA Switchback or any acquisition of property by NGA Switchback or the conduct of business by NGA Switchback as currently conducted or as contemplated to be conducted as of the ClosingClosing other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Switchback Material Adverse Effect. (b) NGA Switchback does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, NGA Switchback has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination. (c) NGA is not a party to any contract with any other person other than Except for (i) this Agreement and the agreements expressly contemplated hereby, (ii) engagement with respect to fees and indemnification agreements with expenses of Switchback’s legal, financial and other advisors listed and (iii) any loan from the Sponsor or an affiliate thereof or certain of Switchback’s officers and directors to finance Switchback’s transaction costs in connection with the Transactions or other expenses unrelated to the Transactions, Switchback is not, and at no time has been, party to any contract with any other person that would require payments by Switchback in excess of $1,000,000 in the aggregate with respect to any individual contract or when taken together with all other contracts (other than this Agreement and the agreements expressly contemplated hereby). (d) Except as set forth on Section 5.08(c5.08(d) of the NGA Switchback Disclosure Schedule, there is no liability, debt or obligation against Switchback or its Subsidiaries, except for (iiii) contracts filed prior to liabilities and obligations (x) reflected or reserved for on Switchback’s consolidated balance sheet for the date hereof quarterly period ended June 30, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as exhibits to the NGA SEC Reports, (iv) the NGA Working Capital Warrant Purchase Agreement, (v) D&O Insurance contracts, (vi) the contracts listed in Section 5.08(c) of the NGA Disclosure Schedule, are not and (vii) any other contracts thatwould not be, in the aggregate, require payment following material to Switchback and its Subsidiaries, taken as a whole) or (y) that have arisen since the date hereof of Switchback’s consolidated balance sheet for the quarterly period June 30, 2020 in the ordinary course of business of Switchback and its Subsidiaries or (ii) any loan from the Sponsor or an affiliate thereof or certain of Switchback’s officers and directors to finance Switchback’s transaction costs in connection with the Transactions or other expenses unrelated to the Transactions. (e) Since its organization, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by NGA Merger Sub or the conduct of less business by Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than $250,000 such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Switchback Material Adverse Effect. (df) Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. (g) Merger Sub was formed solely for the purpose of effecting the Merger and has no, and at all times prior to the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation and the Transactions. (h) Since its initial public offering January 31, 2020 and prior to the date of this Agreement, except as otherwise reflected in the NGA SEC Reports, or as expressly contemplated by this Agreement, (i) NGA Switchback has conducted its business in all material respects in the ordinary course and in a manner consistent with past practice, other than due to any actions taken due to any COVID-19 Measures, (ii) NGA Switchback has not sold, assigned, transferred, permitted to lapse, abandoned, or otherwise disposed of any right, title, or interest in or to any of its material assets, and (iii) there has not been a NGA Switchback Material Adverse Effect, and (iv) Switchback has not taken any action that, if taken after the date of this Agreement, would constitute a material breach of any of the covenants set forth in Section 6.02.

Business Activities; Absence of Certain Changes or Events. (a) Since its incorporation, NGA Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the NGA Acquiror Organizational Documents, there is no agreement, commitment or Governmental Order binding upon NGA Acquiror or to which NGA Acquiror is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of NGA Acquiror or any acquisition of property by NGA Acquiror or the conduct of business by NGA Acquiror as currently conducted or as contemplated to be conducted as of the ClosingClosing other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect. (b) NGA Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, NGA Acquiror has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract contract or transaction which is, or could reasonably be interpreted as constituting, constitutes a Business Combination. (c) NGA is not a party to any contract with any other person other than Except for (i) this Agreement and the agreements expressly contemplated hereby, (ii) engagement with respect to fees and indemnification agreements with expenses of Acquiror’s legal, financial and other advisors listed and (iii) any loan from the Sponsor or an Affiliate thereof or certain of Acquiror’s officers and directors to finance Acquiror’s transaction costs in connection with the Transactions or other expenses unrelated to the Transactions, Acquiror is not, and at no time has been, party to any contract with any other person that would require payments by Acquiror in excess of $1,000,000 in the aggregate with respect to any individual contract or when taken together with all other contracts. (d) Except as set forth on Section 5.08(c5.08(d) of the NGA Acquiror Disclosure Schedule, there is no liability, debt or obligation of Acquiror or its Subsidiaries or any Acquiror Transaction Cost, except (iiii) contracts filed prior to as reflected or reserved for on Acquiror’s unaudited condensed balance sheet for the date hereof period ended March 31, 2023 (the “Acquiror Balance Sheet Date”) (other than any such liabilities not reflected, reserved or disclosed as exhibits to the NGA SEC Reports, (iv) the NGA Working Capital Warrant Purchase Agreement, (v) D&O Insurance contracts, (vi) the contracts listed in Section 5.08(c) of the NGA Disclosure Schedule, are not and (vii) any other contracts thatwould not be, in the aggregate, require payment following material to Acquiror and its Subsidiaries, taken as a whole) or that have arisen since the date hereof Acquiror Balance Sheet Date in the ordinary course of business of Acquiror and its Subsidiaries or (ii) any loan from the Sponsor or an Affiliate thereof or certain of Acquiror’s officers and directors to finance Acquiror’s transaction costs in connection with the Transactions or other expenses unrelated to the Transactions, including, for the avoidance of doubt, the Sponsor Loan Note and the Additional Sponsor Loan Note, if applicable. (e) Since its incorporation, Merger Sub has not conducted any business activities other than activities directed toward the accomplishment of the Merger. Except as set forth in Merger Sub’s organizational documents, there is no agreement, commitment, or Governmental Order binding upon Merger Sub or to which Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Merger Sub or any acquisition of property by NGA Xxxxxx Sub or the conduct of less business by Xxxxxx Sub as currently conducted or as contemplated to be conducted as of the Closing other than $250,000 such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have an Acquiror Material Adverse Effect. (df) Since its initial public offering Except with respect to this Agreement and the Transactions, Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. (g) Merger Sub was formed solely for the purpose of effecting the Merger and has no, and at all times prior to the date Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of this Agreementany kind or nature whatsoever other than those incident to its formation and the Transactions. (h) Since December 31, 2022, except as otherwise reflected in the NGA SEC Reports, or as expressly contemplated by this Agreement, (i) NGA Acquiror has conducted its business in all material respects in the ordinary course and in a manner consistent with past practice, other than due to any actions taken due to any COVID-19 Measures, (ii) NGA Acquiror has not sold, assigned, transferred, permitted to lapse, abandoned, or otherwise disposed of any right, title, or interest in or to any of its material assets, and (iii) there has not been a NGA an Acquiror Material Adverse Effect, and (iv) Acquiror has not taken any action that, if taken after the date of this Agreement, would constitute a material breach of any of the covenants set forth in Section 6.02. (i) None of Acquiror, Merger Sub, any of their respective directors or officers, or to the Acquiror’s knowledge, agents, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of any applicable Anti-Corruption Law; or (iii) made any payment in the nature of criminal bribery, in each of the foregoing clauses (i)-(iii) except as would not reasonably be expected to result in material liability to Acquiror or Merger Sub. (j) None of Acquiror, Merger Sub, any of their respective directors or officers, or to the Acquiror’s knowledge, agents (i) is or has been a Sanctioned Person; (ii) has transacted business with or for the benefit of any Sanctioned Person or has otherwise violated applicable Sanctions; or (iii) has violated any Ex-Im Laws, in each of the foregoing clauses (i)-(iii) except as would not reasonably be expected to result in material liability to Acquiror or Merger Sub. (k) There are no, and there have never been, any internal or external investigations, audits, actions or proceedings pending, or any voluntary or involuntary disclosures made to a Governmental Authority, with respect to any apparent or suspected violation by Acquiror or Merger Sub, or any of their respective officers, directors, employees, or agents with respect to any Anti-Corruption Laws, Sanctions, or Ex-Im Laws, except as would not reasonably be expected to result in material liability to Acquiror or Merger Sub.