Common use of Sxxxxxxx-Xxxxx Act of 2002 Clause in Contracts

Sxxxxxxx-Xxxxx Act of 2002. Pantheon is in material compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) applicable to it as of the date hereof and as of the Closing. There has been no change in Pantheon’s accounting policies since inception except as described in the notes to the Pantheon Financial Statements. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since inception, was accompanied by the certifications required to be filed or submitted by Pantheon’s chief executive officer and chief financial officer pursuant to the Sxxxxxxx-Xxxxx Act, and at the time of filing or submission of each such certification, such certification was true and accurate and materially complied with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. Neither Pantheon, nor, to the Knowledge of Pantheon, any Representative of Pantheon, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Pantheon or its internal accounting controls, including any complaint, allegation, assertion or claim that Pantheon has engaged in questionable accounting or auditing practices, except for (a) any complaint, allegation, assertion or claim as has been resolved without any resulting change to Pantheon’s accounting or auditing practices, procedures methodologies or methods of Pantheon or its internal accounting controls, and (b) questions regarding such matters raised and resolved in the ordinary course of business in connection with the preparation and review of Pantheon’s financial statements and periodic reports. To the Knowledge of Pantheon, no attorney representing Pantheon, whether or not employed by Pantheon, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Pantheon or any of its officers, directors, employees or agents to the Pantheon Board or any committee thereof or to any director or officer of Pantheon. To the Knowledge of Pantheon, no employee of Pantheon has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law.

Sxxxxxxx-Xxxxx Act of 2002. Pantheon The Company is in material compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) applicable to it as of the date hereof and as of the Closing. There has been no change in Pantheonthe Company’s accounting policies since inception except as described in the notes to the Pantheon Financial Statements. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since inception, was accompanied by the certifications required to be filed or submitted by Pantheonthe Company’s chief executive officer and chief financial officer pursuant to the Sxxxxxxx-Xxxxx Act, and at the time of filing or submission of each such certification, such certification was true and accurate and materially complied with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. Neither Pantheonthe Company, nor, nor to the Knowledge of Pantheonthe Company, any Representative of Pantheonthe Company, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Pantheon the Company or its their respective internal accounting controls, including any complaint, allegation, assertion or claim that Pantheon the Company has engaged in questionable accounting or auditing practices, except for (a) any complaint, allegation, assertion or claim as has been resolved without any resulting change to Pantheonthe Company’s accounting or auditing practices, procedures methodologies or methods of Pantheon the Company or its internal accounting controls, and (b) questions regarding such matters raised and resolved in the ordinary course of business in connection with the preparation and review of Pantheonthe Company’s financial statements and periodic reports. To the Knowledge of Pantheonthe Company, no attorney representing Pantheonthe Company, whether or not employed by Pantheonthe Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Pantheon the Company or any of its officers, directors, employees or agents to the Pantheon Board or any committee thereof or to any director or officer of Pantheonthe Company. To the Knowledge of Pantheonthe Company, no employee of Pantheon the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law.

Sxxxxxxx-Xxxxx Act of 2002. Pantheon Parent is in material compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) applicable to it as of the date hereof and as of the ClosingBusiness Combination Effective Time. There has been no change in PantheonParent’s accounting policies since its inception except as described in the notes to the Pantheon Parent Financial Statements. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since inception, was accompanied by the certifications required to be filed or submitted by PantheonParent’s chief executive officer and chief financial officer pursuant to the Sxxxxxxx-Xxxxx Act, and at the time of filing or submission of each such certification, such certification was true and accurate and materially complied with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. Neither Pantheon, Parent nor, to the Knowledge knowledge of Pantheonthe Parent, any Representative director, officer, employee, auditor, accountant or representative of Pantheon, Parent or any of its subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Pantheon Parent or its their respective internal accounting controls, including any complaint, allegation, assertion or claim that Pantheon Parent has engaged in questionable accounting or auditing practices, except for (aA) any complaint, allegation, assertion or claim as has been resolved without any resulting change to PantheonParent’s accounting or auditing practices, procedures methodologies or methods of Pantheon Parent or its internal accounting controls, controls and (b) questions regarding such matters raised and resolved in the ordinary course of business in connection with the preparation and review of PantheonParent’s financial statements and periodic reports. To the Knowledge knowledge of PantheonParent, no attorney representing PantheonParent, whether or not employed by PantheonParent, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Pantheon Parent or any of its officers, directors, employees or agents to the Pantheon Board of Directors of Parent (“Parent Board”) or any committee thereof or to any director or officer of PantheonParent. To the Knowledge knowledge of PantheonParent, no employee of Pantheon Parent has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law.

Sxxxxxxx-Xxxxx Act of 2002. Pantheon To the Parent’s knowledge, Parent is in material compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) applicable to it as of the date hereof and as of the ClosingBusiness Combination Effective Time. There has been no change in PantheonParent’s accounting policies since its inception except as described in the notes to the Pantheon Parent Financial Statements. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since inception, was accompanied by the certifications required to be filed or submitted by PantheonParent’s chief executive officer and chief financial officer pursuant to the Sxxxxxxx-Xxxxx Act, and at the time of filing or submission of each such certification, such certification was true and accurate and materially complied with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. Neither PantheonParent, nor, nor to the Knowledge knowledge of PantheonParent, any Representative representative of PantheonParent, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Pantheon Parent or its their respective internal accounting controls, including any complaint, allegation, assertion or claim that Pantheon Parent has engaged in questionable accounting or auditing practices, except for (a) any complaint, allegation, assertion or claim as has been resolved without any resulting change to PantheonParent’s accounting or auditing practices, procedures methodologies or methods of Pantheon Parent or its internal accounting controls, and (b) questions regarding such matters raised and resolved in the ordinary course of business in connection with the preparation and review of PantheonParent’s financial statements and periodic reports. To the Knowledge of Pantheon, no attorney representing Pantheon, whether or not employed by Pantheon, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Pantheon or any of its officers, directors, employees or agents to the Pantheon Board or any committee thereof or to any director or officer of Pantheon. To the Knowledge of Pantheon, no employee of Pantheon has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable lawstatements.

Sxxxxxxx-Xxxxx Act of 2002. Pantheon The Company is in material compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) that are applicable to it as of the date hereof and as of the ClosingClosing Date. There has been no change in Pantheonthe Company’s accounting policies since inception except as described in the notes to the Pantheon Financial Statementsinception. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since inceptionApril 11, 2008 was accompanied by the certifications required to be filed or submitted by Pantheonthe Company’s chief executive officer and chief financial officer pursuant to the Sxxxxxxx-Xxxxx Act, and at the time of filing or submission of each such certification, such certification was true and accurate and materially complied with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. Neither Pantheon, the Company nor, to the Knowledge of PantheonCompany’s knowledge, any Representative representative of Pantheon, the Company has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Pantheon the Company or its their respective internal accounting controls, including any complaint, allegation, assertion or claim that Pantheon the Company has engaged in questionable accounting or auditing practices, except for (a) any complaint, allegation, assertion or claim as has been resolved without any resulting change to Pantheonthe Company’s accounting or auditing practices, procedures methodologies or methods of Pantheon the Company or its internal accounting controls, and (b) questions regarding such matters raised and resolved in the ordinary course of business in connection with the preparation and review of Pantheonthe Company’s financial statements and periodic reportsreports and (c) comments that have been raised by the staff of the SEC. To the Knowledge of PantheonCompany’s knowledge, no attorney representing Pantheonthe Company, whether or not employed by Pantheonthe Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Pantheon the Company or any of its officers, directors, employees or agents to the Pantheon Board of Directors or any committee thereof or to any director or officer of Pantheonthe Company. To the Knowledge of PantheonCompany’s knowledge, no employee of Pantheon the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law.

Sxxxxxxx-Xxxxx Act of 2002. Pantheon The Company is in material compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 (the “"Sxxxxxxx-Xxxxx Act”") that are applicable to it as of the date hereof and as of the Closing. There has been no change in Pantheon’s accounting policies since inception except as described in the notes to the Pantheon Financial StatementsClosing Date. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since inception, Commission was accompanied by the certifications required to be filed or submitted by Pantheon’s the Company's chief executive officer and chief financial officer pursuant to the Sxxxxxxx-Xxxxx Act, and at the time of filing or submission of each such certification, such certification was true and accurate and materially complied with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. Neither Pantheon, the Company nor, to the Knowledge of PantheonCompany's knowledge, any Representative representative of Pantheon, the Company has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Pantheon the Company or its their respective internal accounting controls, including any complaint, allegation, assertion or claim that Pantheon the Company has engaged in questionable accounting or auditing practices, except for (a) any complaint, allegation, assertion or claim as has been resolved without any resulting change to Pantheon’s the Company's accounting or auditing practices, procedures methodologies or methods of Pantheon the Company or its internal accounting controls, and (b) questions regarding such matters raised and resolved in the ordinary course of business in connection with the preparation and review of Pantheon’s the Company's financial statements and periodic reportsreports and (c) comments that have been raised by the staff of the Commission. To the Knowledge of PantheonCompany's knowledge, no attorney representing Pantheonthe Company, whether or not employed by Pantheonthe Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Pantheon the Company or any of its officers, directors, employees or agents to the Pantheon Board of Directors or any committee thereof or to any director or officer of Pantheonthe Company. To the Knowledge of PantheonCompany's knowledge, no employee of Pantheon the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law.

Sxxxxxxx-Xxxxx Act of 2002. Pantheon Except as Disclosed, SPAC is in material compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) applicable to it as of the date hereof and as of the ClosingClosing Date. There has been no material change in PantheonSPAC’s accounting policies since inception except as described in the notes to the Pantheon SPAC’s Financial Statements. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since inception, was accompanied by the certifications required to be filed or submitted by PantheonSPAC’s chief executive officer and chief financial officer pursuant to the Sxxxxxxx-Xxxxx Act, and at the time of filing or submission of each such certification, such certification was true and accurate and materially complied with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. Neither PantheonSPAC, nor, nor to the Knowledge best of Pantheonthe knowledge of Windrace or Mx. Xxx, any Representative representative of PantheonSPAC, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Pantheon SPAC or its their respective internal accounting controls, including any complaint, allegation, assertion or claim that Pantheon SPAC has engaged in questionable accounting or auditing practices, except for (a) any complaint, allegation, assertion or claim as has been resolved without any resulting change to PantheonSPAC’s accounting or auditing practices, procedures methodologies or methods of Pantheon SPAC or its internal accounting controls, and (b) questions regarding such matters raised and resolved in the ordinary course of business in connection with the preparation and review of PantheonSPAC’s financial statements and periodic reports. To the Knowledge knowledge of PantheonWindrace and Mx. Xxx, no attorney representing PantheonSPAC, whether or not employed by PantheonSPAC, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Pantheon SPAC or any of its officers, directors, employees or agents to the Pantheon Board board of directors of SPAC or any committee thereof or to any director or officer of PantheonSPAC. To the Knowledge knowledge of PantheonWindrace and Mx. Xxx, no employee of Pantheon SPAC has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law.