Common use of Contracts; No Defaults; Affiliate Agreements Clause in Contracts

Contracts; No Defaults; Affiliate Agreements. (a) All Contracts material to FTAC to which, as of the Original Execution Date, FTAC is a party or by which any of its assets are bound are set forth on Schedule 6.20 of the FTAC Schedules and have been previously made available to Tempo by FTAC. (b) Except for any material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any material Contract of the type described in Section 6.20(a), (i) such material Contracts are in full force and effect and represent the legal, valid and binding obligations of FTAC and, to the knowledge of FTAC, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of FTAC, are enforceable by FTAC to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). FTAC has not received written notice that it is in material default under any material Contract of the type described in Section 6.20(a) to which it is a party in the one year immediately preceding the Original Execution Date which notice of default is still outstanding at the Original Execution Date. No party with whom FTAC has entered into a material Contract of the type described in Section 6.20(a) has, in the one year immediately preceding the Original Execution Date, given written notice of its intention to terminate, repudiate or disclaim all or a substantial part of such material Contract of the type described in Section 6.20(a). (c) Except as set forth in Schedule 6.20(c) of the FTAC Schedules, and other than the private placement of securities in connection with FTAC’s initial public offering, FTAC is not a party to any transaction, agreement, arrangement or understanding with any (i) present or former equityholder, executive officer or director of FTAC, (ii) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of any of the Company or its Subsidiaries or (iii) Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an “FTAC Affiliate Agreement”). FTAC has made available to the Company true, correct and complete copies of each Contract or other relevant documentation (including any amendments or modifications thereto) available with respect to any FTAC Affiliate Agreement.

Contracts; No Defaults; Affiliate Agreements. (a) All Contracts “material to FTAC contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to which, as of the Original Execution Datedate of this Agreement, FTAC VOSO is a party or by which any of its assets are bound are set forth on Schedule 6.20 6.17(a) of the FTAC VOSO Disclosure Schedules and have been previously made available to Tempo Wejo by FTACVOSO. (b) Except for any material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any material Contract of the type described in Section 6.20(a6.17(a), (i) such material Contracts are in full force and effect and represent the legal, valid and binding obligations of FTAC VOSO and, to the knowledge of FTACVOSO, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of FTACVOSO, are enforceable by FTAC VOSO to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). FTAC VOSO has not received written notice that it is in material default under any material Contract of the type described in Section 6.20(a6.17(a) to which it is a party in the one year immediately preceding the Original Execution Date date of this Agreement which notice of default is still outstanding at the Original Execution Datedate of this Agreement. No party with whom FTAC VOSO has entered into a material Contract of the type described in Section 6.20(a6.17(a) has, in the one year immediately preceding the Original Execution Datedate of this Agreement, given written notice of its intention to terminate, repudiate or disclaim all or a substantial part of such material Contract of the type described in Section 6.20(a6.17(a). (c) Except as set forth in Schedule 6.20(c6.16(c) of the FTAC VOSO Disclosure Schedules, and other than the private placement of securities in connection with FTACVOSO’s initial public offering, FTAC VOSO is not a party to any transaction, agreement, arrangement or understanding with any (i) present or former equityholder, executive officer or director of FTACVOSO, (ii) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of five percent (5% %) or more of the capital stock or equity interests of any of the Company Wejo or its Subsidiaries or (iii) Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an “FTAC VOSO Affiliate Agreement”). FTAC VOSO has made available to the Company true, correct and complete copies of each Contract or other relevant documentation (including any amendments or modifications thereto) available with respect to any FTAC VOSO Affiliate Agreement.

Contracts; No Defaults; Affiliate Agreements. (a) All Contracts material to FTAC Avalon to which, as of the Original Execution Datedate of this Agreement, FTAC Avalon is a party or by which any of its assets are bound are set forth on Schedule 6.20 6.17 of the FTAC Avalon Schedules and have been previously made available to Tempo BCG by FTACAvalon. (b) Except for any material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any material Contract of the type described in Section 6.20(a6.17(a), (i) such material Contracts are in full force and effect and represent the legal, valid and binding obligations of FTAC Avalon and, to the knowledge of FTACAvalon’s Knowledge, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of FTACAvalon’s Knowledge, are enforceable by FTAC Axxxxx to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). FTAC Axxxxx has not received written notice that it is in material default under any material Contract of the type described in Section 6.20(a6.17(a) to which it is a party in the one year immediately preceding the Original Execution Date date of this Agreement which notice of default is still outstanding at the Original Execution Datedate of this Agreement. No party with whom FTAC Axxxxx has entered into a material Contract of the type described in Section 6.20(a6.17(a) has, in the one year immediately preceding the Original Execution Datedate of this Agreement, given written notice of its intention to terminate, repudiate or disclaim all or a substantial part of such material Contract of the type described in Section 6.20(a6.17(a). (c) Except as set forth in on Schedule 6.20(c6.17(c) of the FTAC Avalon Schedules, and other than the private placement of securities in connection with FTACAvalon’s initial public offering, FTAC Avalon is not a party to any transaction, agreement, arrangement or understanding with any (i) present or former equityholder, executive officer or director of FTACAvalon, (ii) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of any of the Company BCG or its Subsidiaries or (iii) Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an “FTAC Avalon Affiliate Agreement”). FTAC Axxxxx has made available to the Company BCG true, correct and complete copies of each Contract or other relevant documentation (including any amendments or modifications thereto) available with respect to any FTAC Avalon Affiliate Agreement.

Contracts; No Defaults; Affiliate Agreements. (a) All Contracts material to FTAC to which, as of the Original Execution Datedate of this Agreement, FTAC is a party or by which any of its assets are bound are set forth on Schedule 6.20 6.18 of the FTAC Schedules and have been previously made available to Tempo PGHL by FTAC. (b) Except for any material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any material Contract of the type described in Section 6.20(a6.18(a), (i) such material Contracts are in full force and effect and represent the legal, valid and binding obligations of FTAC and, to the knowledge of FTAC, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of FTAC, are enforceable by FTAC to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). FTAC has not received written notice that it is in material default under any material Contract of the type described in Section 6.20(a6.18(a) to which it is a party in the one year immediately preceding the Original Execution Date date of this Agreement which notice of default is still outstanding at the Original Execution Datedate of this Agreement. No party with whom FTAC has entered into a material Contract of the type described in Section 6.20(a6.18(a) has, in the one year immediately preceding the Original Execution Datedate of this Agreement, given written notice of its intention to terminate, repudiate or disclaim all or a substantial part of such material Contract of the type described in Section 6.20(a6.18(a). (c) Except as set forth in Schedule 6.20(c6.18(c) of the FTAC Schedules, and other than the private placement of securities in connection with FTAC’s initial public offering, FTAC is not a party to any transaction, agreement, arrangement or understanding with any (i) present or former equityholder, executive officer or director of FTAC, (ii) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of any of the Company or its Subsidiaries or (iii) Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an “FTAC Affiliate Agreement”). FTAC has made available to the Company true, correct and complete copies of each Contract or other relevant documentation (including any amendments or modifications thereto) available with respect to any FTAC Affiliate Agreement.

Contracts; No Defaults; Affiliate Agreements. (a) All Contracts material to FTAC to which, as of the Original Execution Datedate of this Agreement, FTAC is a party or by which any of its assets are bound are set forth on Schedule 6.20 6.19 of the FTAC Schedules and have been previously made available to Tempo by FTAC. (b) Except for any material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any material Contract of the type described in Section 6.20(a), (i) such material Contracts are in full force and effect and represent the legal, valid and binding obligations of FTAC and, to the knowledge of FTAC, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of FTAC, are enforceable by FTAC to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). FTAC has not received written notice that it is in material default under any material Contract of the type described in Section 6.20(a) to which it is a party in the one year immediately preceding the Original Execution Date date of this Agreement which notice of default is still outstanding at the Original Execution Datedate of this Agreement. No party with whom FTAC has entered into a material Contract of the type described in Section 6.20(a) has, in the one year immediately preceding the Original Execution Datedate of this Agreement, given written notice of its intention to terminate, repudiate or disclaim all or a substantial part of such material Contract of the type described in Section 6.20(a). (c) Except as set forth in Schedule 6.20(c) of the FTAC Schedules, and other than the private placement of securities in connection with FTAC’s initial public offering, FTAC is not a party to any transaction, agreement, arrangement or understanding with any (i) present or former equityholder, executive officer or director of FTAC, (ii) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of any of the Company or its Subsidiaries or (iii) Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an “FTAC Affiliate Agreement”). FTAC has made available to the Company true, correct and complete copies of each Contract or other relevant documentation (including any amendments or modifications thereto) available with respect to any FTAC Affiliate Agreement.

Contracts; No Defaults; Affiliate Agreements. (a) All Contracts material to FTAC Altimar to which, as of the Original Execution Date, FTAC Altimar is a party or by which any of its assets are bound are set forth on Schedule 6.20 6.18 of the FTAC Altimar Schedules and have been previously made available to Tempo Fathom by FTACAltimar. (b) Except for any material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any material Contract of the type described in Section 6.20(a6.18(a), (i) such material Contracts are in full force and effect and represent the legal, valid and binding obligations of FTAC Altimar and, to the knowledge of FTACAltimar, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of FTACAltimar, are enforceable by FTAC Altimar to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). FTAC Altimar has not received written notice that it is in material default under any material Contract of the type described in Section 6.20(a6.18(a) to which it is a party in the one year immediately preceding the Original Execution Date which notice of default is still outstanding at the Original Execution Date. No party with whom FTAC has entered into a material Contract of the type described in Section 6.20(a) has, in the one year immediately preceding the Original Execution Date, given written notice of its intention to terminate, repudiate or disclaim all or a substantial part of such material Contract of the type described in Section 6.20(a). (c) Except as set forth in Schedule 6.20(c6.18(c) of the FTAC Altimar Schedules, and other than the private placement of securities in connection with FTACAltimar’s initial public offering, FTAC Altimar is not a party to any transaction, agreement, arrangement or understanding with any (i) present or former equityholder, executive officer or director of FTACAltimar, (ii) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of any of the Company Altimar or its Subsidiaries or (iii) Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an “FTAC Altimar Affiliate Agreement”). FTAC Altimar has made available to the Company Fathom true, correct and complete copies of each Contract or other relevant documentation (including any amendments or modifications thereto) available with respect to any FTAC Altimar Affiliate Agreement.

Contracts; No Defaults; Affiliate Agreements. (a) All Contracts material to FTAC to which, as of the Original Execution Datedate of this Agreement, FTAC is a party or by which any of its assets are bound are set forth on Schedule 6.20 6.18 of the FTAC Schedules and have been previously made available to Tempo PGHL by FTAC. (b) Except for any material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any material Contract of the type described in Section 6.20(a6.18(a), (i) such material Contracts are in full force and effect and represent the legal, valid and binding obligations of FTAC and, to the knowledge of FTAC, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of FTAC, are enforceable by FTAC to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). FTAC has not received written notice that it is in material default under any material Contract of the type described in Section 6.20(a6.18(a) to which it is a party in the one year immediately preceding the Original Execution Date date of this Agreement which notice of default is still outstanding at the Original Execution Datedate of this Agreement. No party with whom FTAC has entered into a material Contract of the type described in Section 6.20(a6.18(a) has, in the one year immediately preceding the Original Execution Datedate of this Agreement, given written notice of its intention to terminate, repudiate or disclaim all or a substantial part of such material Contract of the type described in Section 6.20(a6.18(a). (c) Except as set forth in Schedule 6.20(c6.18(c) of the FTAC Schedules, and other than the private placement of securities in connection with FTAC’s initial public offering, FTAC is not a party to any transaction, agreement, arrangement or understanding with any any (i) present or former equityholder, executive officer or director of FTAC, (ii) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of any of the Company or its Subsidiaries or (iii) Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an “FTAC Affiliate Agreement”). FTAC has made available to the Company true, correct and complete copies of each Contract or other relevant documentation (including any amendments or modifications thereto) available with respect to any FTAC Affiliate Agreement.