Common use of SPAC Material Contracts Clause in Contracts

SPAC Material Contracts. (a) Section 4.10 of the SPAC Disclosure Letter sets forth a true, correct and complete list of each “material contract” (as such term is defined in Regulation S-K of the SEC) that is in effect as of the date of this Agreement to which SPAC is a party (the “SPAC Material Contracts”). (b) Each SPAC Material Contract was entered into at arm’s length and in the Ordinary Course. Except for any SPAC Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, (i) such SPAC Material Contracts are in full force and effect and represent the legal, valid and binding obligations of SPAC and, to the knowledge of SPAC, represent the legal, valid and binding obligations of the other parties thereto and are enforceable by SPAC in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies, (ii) none of SPAC or, to the knowledge of SPAC, any other party thereto is in breach of or default under (or would be in breach of or default under but for the existence of a cure period) any such SPAC Material Contract in any material respect, (iii) SPAC has not received any written or, to the knowledge of SPAC, oral claim or notice of material breach of or material default under any such SPAC Material Contract, (iv) to the knowledge of SPAC, no Event has occurred which, individually or together with other Events, would reasonably be expected to result in a material breach of or a material default under any such SPAC Material Contract by the SPAC or, to the knowledge of SPAC, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) SPAC has not received written notice from any other party to any such Contract that such party intends to terminate or not renew any such SPAC Material Contract.

SPAC Material Contracts. (a) Section 4.10 5.10 of the SPAC Disclosure Letter sets forth a true, correct and complete list of each “material contract” (as such term is defined in Regulation S-K of the SECK) that is in effect as of the date of this Agreement to which SPAC is a party (the “SPAC Material Contracts”), other than any such SPAC Material Contract that is listed as an exhibit to SPAC’s Registration Statement on Form S-1 (File No. 333-241831). (b) Each True, correct and complete copies of the SPAC Material Contract was entered into at arm’s length and in Contracts have been delivered to or made available to the Ordinary CourseCompany or its Representatives. Except for any each SPAC Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing DateDate and except as would not reasonably be expected to, individually or in the aggregate, have a SPAC Material Adverse Effect, (i) such SPAC Material Contracts are in full force and effect and represent the legal, valid and binding obligations of SPAC and, to the knowledge Knowledge of SPAC, represent the legal, valid and binding obligations of the other parties thereto and thereto, and, to the Knowledge of SPAC, are enforceable by SPAC to the extent a party thereto in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies, and (ii) none of neither SPAC or, to the knowledge Knowledge of SPAC, any other party thereto is in material breach of or material default under (or would be in breach of material breach, violation or default under but for the existence of a cure period) any such SPAC Material Contract in any material respect, (iii) SPAC has not received any written or, to the knowledge of SPAC, oral claim or notice of material breach of or material default under any such SPAC Material Contract, (iv) to the knowledge of SPAC, no Event has occurred which, individually or together with other Events, would reasonably be expected to result in a material breach of or a material default under any such SPAC Material Contract by the SPAC or, to the knowledge of SPAC, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) SPAC has not received written notice from any other party to any such Contract that such party intends to terminate or not renew any such SPAC Material Contract.

SPAC Material Contracts. (a) Section 4.10 Schedule ‎5.11 of the SPAC Disclosure Letter sets forth a true, correct and complete list of each “material contract” (as such term is defined in Regulation S-K of the SECK) that is in effect as of the date of this Agreement to which SPAC is a party (the “SPAC Material Contracts”), other than any such SPAC Material Contract that is listed as an exhibit to SPAC’s Registration Statement on Form S-1 (File No, 333-241831). (b) Each True, correct and complete copies of the SPAC Material Contract was entered into at arm’s length and in Contracts have been delivered to or made available to the Ordinary CourseCompany or its Representatives. Except for any each SPAC Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing DateDate and except as would not reasonably be expected to, individually or in the aggregate, have a SPAC Material Adverse Effect, (i) such SPAC Material Contracts are in full force and effect and represent the legal, valid and binding obligations of the SPAC Parties and, to the knowledge of SPACthe SPAC Parties, represent the legal, valid and binding obligations of the other parties thereto and thereto, and, to the knowledge of the SPAC Parties, are enforceable by the SPAC Parties to the extent a party thereto in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies, and (ii) none of the SPAC Parties or, to the knowledge of SPACthe SPAC Parties, any other party thereto is in material breach of or material default under (or would be in breach of material breach, violation or default under but for the existence of a cure period) any such SPAC Material Contract in any material respect, (iii) SPAC has not received any written or, to the knowledge of SPAC, oral claim or notice of material breach of or material default under any such SPAC Material Contract, (iv) to the knowledge of SPAC, no Event has occurred which, individually or together with other Events, would reasonably be expected to result in a material breach of or a material default under any such SPAC Material Contract by the SPAC or, to the knowledge of SPAC, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) SPAC has not received written notice from any other party to any such Contract that such party intends to terminate or not renew any such SPAC Material Contract.

SPAC Material Contracts. (a) Section 4.10 5.10(a) of the SPAC Disclosure Letter sets forth a true, correct and complete list of each (i) “material contract” (as such term is defined in Regulation S-K of the SECK) that is in effect as of the date of this Agreement to which SPAC is a party or by which any of its respective assets are bound, or (ii) Contract under which SPAC has, or may have, any liability to any investment bank, broker, financial advisor, finder or other similar Person (including an obligation to pay any legal, accounting, brokerage, finder's, or similar fees or expenses) in connection with this Agreement or the Transactions (collectively, the “SPAC Material Contracts”), other than any such SPAC Material Contract that is listed as an exhibit to any SPAC SEC Report. (b) Each True, correct and complete copies of the SPAC Material Contract was entered into at arm’s length and in Contracts have been delivered to or made available to the Ordinary CourseCompany. Except for any each SPAC Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing DateDate and except as has not had and would not reasonably be expected to have, individually or in the aggregate, a SPAC Material Adverse Effect, (i) such each SPAC Material Contracts are Contract is in full force and effect and represent represents the legal, valid and binding obligations of SPAC and, to the knowledge Knowledge of SPAC, represent the legal, valid and binding obligations of the other parties thereto and are thereto, and, to the Knowledge of SPAC, is enforceable by SPAC to the extent a party thereto in accordance with their termsits terms (subject to the Enforcement Exceptions), except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies, and (ii) none of the SPAC or, to the knowledge Knowledge of SPAC, any other party thereto is in breach of or default under (or would be in breach of or default under but for the existence of a cure period) any such SPAC Material Contract in any material respect, (iii) SPAC has not received any written or, to the knowledge of SPAC, oral claim or notice of material breach of or material default under any such SPAC Material Contractunder, (iv) to the knowledge of SPAC, and no Event event has occurred which, individually or together with other Events, would reasonably be expected to result in a material breach of or a material default under any such SPAC Material Contract by the SPAC or, to the knowledge of SPAC, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) SPAC has not received written notice from , would constitute a material breach of, or material default under, any other party to any such Contract that such party intends to terminate or not renew any such SPAC Material Contract.

SPAC Material Contracts. (a) Section 4.10 5.10 of the SPAC Disclosure Letter sets forth a true, correct and complete list of each “material contract” (as such term is defined in Regulation S-K of the SECK) that is in effect as of the date of this Agreement to which SPAC is a party (the “SPAC Material Contracts”), other than any such SPAC Material Contract that is listed as an exhibit to SPAC’s Registration Statement on Form S-l (File No. 333-259532). (b) Each True, correct and complete copies of the SPAC Material Contract was entered into at arm’s length and in Contracts have been delivered to or made available to the Ordinary CourseCompany or its Representatives. Except for any each SPAC Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing DateDate and except as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of SPAC to enter into this Agreement and the Transaction Agreements to which it is or will be a party and to consummate the Transactions, (i) such SPAC Material Contracts are in full force and effect and represent the legal, valid and binding obligations of SPAC and, to the knowledge Knowledge of SPAC, represent the legal, valid and binding obligations of the other parties thereto and thereto, and, to the Knowledge of SPAC, are enforceable by SPAC to the extent a party thereto in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies, and (ii) none of neither SPAC or, to the knowledge Knowledge of SPAC, any other party thereto is in material breach of or material default under (or would be in breach of material breach, violation or default under but for the existence of a cure period) any such SPAC Material Contract in any material respect, (iii) SPAC has not received any written or, to the knowledge of SPAC, oral claim or notice of material breach of or material default under any such SPAC Material Contract, (iv) to the knowledge of SPAC, no Event has occurred which, individually or together with other Events, would reasonably be expected to result in a material breach of or a material default under any such SPAC Material Contract by the SPAC or, to the knowledge of SPAC, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) SPAC has not received written notice from any other party to any such Contract that such party intends to terminate or not renew any such SPAC Material Contract.

SPAC Material Contracts. (a) Section 4.10 5.10 of the SPAC Disclosure Letter Schedule sets forth a true, correct and complete list of each “material contract” (as such term is defined in Regulation S-K of the SECK) that is in effect as of the date of this Agreement to which SPAC is a party (the “SPAC Material Contracts”), other than any such SPAC Material Contract that is listed as an exhibit to SPAC’s Registration Statement on Form S-l (File No. 333-254425). (b) Each True, correct and complete copies of the SPAC Material Contract was entered into at armContracts have been delivered to or made available to the Company or its Representatives, including via the SEC’s length Electronic Data Gathering Analysis and in the Ordinary CourseRetrieval system database. Except for any each SPAC Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing DateDate and except as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of SPAC to enter into this Agreement and the Transaction Agreements to which it is or will be a party and to consummate the Transactions, (i) such SPAC Material Contracts are in full force and effect and represent the legal, valid and binding obligations of SPAC and, to the knowledge Knowledge of SPAC, represent the legal, valid and binding obligations of the other parties thereto and thereto, and, to the Knowledge of SPAC, are enforceable by SPAC to the extent a party thereto in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies, and (ii) none of neither SPAC or, to the knowledge Knowledge of SPAC, any other party thereto is in material breach of or material default under (or would be in breach of material breach, violation or default under but for the existence of a cure period) any such SPAC Material Contract in any material respect, (iii) SPAC has not received any written or, to the knowledge of SPAC, oral claim or notice of material breach of or material default under any such SPAC Material Contract, (iv) to the knowledge of SPAC, no Event has occurred which, individually or together with other Events, would reasonably be expected to result in a material breach of or a material default under any such SPAC Material Contract by the SPAC or, to the knowledge of SPAC, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) SPAC has not received written notice from any other party to any such Contract that such party intends to terminate or not renew any such SPAC Material Contract.

SPAC Material Contracts. (a) Section 4.10 Schedule 5.11 of the SPAC Disclosure Letter sets forth a true, correct and complete list of (i) each “material contract” (as such term is defined in Regulation S-K of the SECK) that is in effect as of the date of this Agreement to which any SPAC Party is a party (the “SPAC Material Contracts”), other than any such SPAC Material Contract that is listed as an exhibit to SPAC’s Registration Statement on Form S-1 (File No. 333-241831). (b) Each True, correct and complete copies of the SPAC Material Contract was entered into at arm’s length and in Contracts have been delivered to or made available to the Ordinary CourseCompany or its Representatives. Except for any each SPAC Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing DateDate and except as would not reasonably be expected to, individually or in the aggregate, have a SPAC Material Adverse Effect, (i) such SPAC Material Contracts are in full force and effect and represent the legal, valid and binding obligations of the SPAC Parties and, to the knowledge Knowledge of SPACthe SPAC Parties, represent the legal, valid and binding obligations of the other parties thereto and thereto, and, to the Knowledge of the SPAC Parties, are enforceable by the SPAC Parties to the extent a party thereto in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies, and (ii) none of the SPAC Parties or, to the knowledge Knowledge of SPACthe SPAC Parties, any other party thereto is in material breach of or material default under (or would be in breach of material breach, violation or default under but for the existence of a cure period) any such SPAC Material Contract in any material respect, (iii) SPAC has not received any written or, to the knowledge of SPAC, oral claim or notice of material breach of or material default under any such SPAC Material Contract, (iv) to the knowledge of SPAC, no Event has occurred which, individually or together with other Events, would reasonably be expected to result in a material breach of or a material default under any such SPAC Material Contract by the SPAC or, to the knowledge of SPAC, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) SPAC has not received written notice from any other party to any such Contract that such party intends to terminate or not renew any such SPAC Material Contract.