Common use of Closing Statements Clause in Contracts

Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with the FTAC Stockholder Redemption, FTAC shall prepare and deliver to Tempo a statement (the “FTAC Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the FTAC Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with the FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to be outstanding as of immediately prior to the Closing after giving effect to any redemptions in connection with the FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide Tempo and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by Tempo or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with Tempo and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC Closing Statement provided by Tempo prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall not in any event be delayed as a result of the review of the FTAC Closing Statement.

Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with the FTAC Stockholder Redemption, FTAC shall prepare and deliver to Tempo PGHL a statement (the “FTAC Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the FTAC Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with the FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to be outstanding as of immediately prior to the Closing after giving effect to any redemptions in connection with the FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide Tempo the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by Tempo the Company or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with Tempo the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC Closing Statement provided by Tempo the Company prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall not in any event be delayed as a result of the review of the FTAC Closing Statement.

Closing Statements. (a) At least two three Business Days prior to the Closing Date, the Company shall deliver to SPAC a statement (2the “TopCo Closing Statement”) setting forth the Company Transaction Expenses. Two Business Days prior to the Special Meeting and but, in any event event, not earlier than the time that the holders of FTAC SPAC Class A Common Stock Shares may no longer elect redemption to redeem their SPAC Class A Shares in accordance with the FTAC SPAC Stockholder Redemption, FTAC SPAC shall prepare and deliver to Tempo the Company a statement (the “FTAC SPAC Closing Statement”) setting forth in good faithforth: (ia) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the FTAC SPAC Stockholder RedemptionRedemption and SPAC Class B Conversion); , (iib) the aggregate amount of all payments required to be made in connection with the FTAC SPAC Stockholder Redemption; , (iii) the aggregate cash proceeds from the FTAC Financing; (ivc) the Available Closing SPAC Cash Amount resulting therefrom; , (vd) the SPAC Transaction Expenses, and (e) the number of shares of FTAC Class A Common Stock SPAC Shares to be outstanding as of immediately prior to the Closing Effective Time after giving effect to any redemptions in connection with the FTAC SPAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment ProceedsRedemption, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to be received in connection with the Transaction prior to the Closing; and (viif) the number of shares of FTAC SPAC Class C Common Stock A Shares that may be issued upon the exercise of all SPAC Warrants issued and outstanding as of immediately prior to the Effective Time and the exercise prices therefor. From and after the delivery of the TopCo Closing Statement or the SPAC Closing Statement, as the case may be, until the Closing Date, each of TopCo and SPAC shall (i) provide the other Parties and their Representatives with reasonable access to information reasonably requested by the other or any of its respective Representatives in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide Tempo and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by Tempo or any of its Representatives in connection with their review of the FTAC TopCo Closing Statement or the SPAC Closing Statement, as the case may be, (y) cooperate with Tempo and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (zii) consider in good faith any comments to the FTAC TopCo Closing Statement or the SPAC Closing Statement, as the case may be, provided by Tempo any other Party at least two Business Days prior to the Closing Date; provided Date and (iii) revise the TopCo Closing Statement or SPAC Closing Statement as needed to reflect any reasonable comments and any other comments that, notwithstanding based on its good faith assessment, are warranted or appropriate and deliver such revised TopCo Closing Statement or SPAC Closing Statement, as the foregoingcase may be, to any other Party prior to the Closing (in accordance with Section 4.01) shall not in Date reflecting any event be delayed as a result of the review of the FTAC Closing Statementsuch changes.”

Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting Closing and in any event not earlier than the time that holders of FTAC shares of VOSO Class A Common Stock may no longer elect redemption in accordance with the FTAC VOSO Stockholder Redemption, FTAC VOSO shall prepare and deliver to Tempo Wejo a statement (the “FTAC VOSO Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the FTAC VOSO Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with the FTAC VOSO Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC VOSO Class A Common Stock to be outstanding as of immediately prior to the Closing after giving effect to any redemptions in connection with the FTAC VOSO Stockholder Redemption and confirmation that (x) all shares of VOSO Class B Common Stock will be converted into shares of VOSO Class A Common Stock on a one-for-one basis and (y) no FTAC VOSO Preferred Stock is outstanding; (viiv) the PIPE Investment Proceeds, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to be received in connection with the Transaction prior to the Closing; and (viiv) the number of shares of FTAC Class C VOSO Common Stock that may be issued in connection with the recapitalization by FTAC of the Sponsor VOSO Warrants contributed by Founder FTAC Warrantsto Limited, in each case, including reasonable supporting detail therefor. The FTAC VOSO Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC VOSO Closing Statement until the Closing, FTAC VOSO shall (x) provide Tempo the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries VOSO and to senior management personnel of FTAC and its SubsidiariesVOSO, in each case, to the extent reasonably requested by Tempo the Company or any of its Representatives in connection with their review of the FTAC VOSO Closing Statement, (y) cooperate with Tempo the Company and its Representatives in connection with their review of the FTAC VOSO Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC VOSO Closing Statement provided by Tempo the Company prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall not in any event be delayed as a result of the review of the FTAC Closing Statement.

Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with the FTAC Stockholder Redemption, FTAC The Seller Parties shall prepare in good faith and deliver to Tempo the Purchaser Parties for its review and consultation, (x) with respect to each Property and Purchased Interest or Deferred Property and Deferred Purchased Interests, as applicable, a statement (the “FTAC Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the FTAC Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with the FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to be outstanding estimated Proration Items as of immediately prior the applicable Adjustment Time on a property-by-property basis, and Purchased Entity basis to the Closing after giving effect extent applicable and (y) with respect to any redemptions in connection with the FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment ProceedsPurchased Commercial Loans or Deferred Commercial Loans, as applicable, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrantsapplicable Closing Unpaid Principal Balance Statement, in each case, including reasonable together with all relevant supporting detail therefor. The FTAC documentation, to be submitted to the Purchaser Parties in draft form no less than three (3) Business Days before the applicable Closing Date to be updated one (1) Business Day prior for the Adjustment Time, as necessary (such statement for the Initial Closing, the “Estimated Initial Closing Statement”; and such statement for a Deferred Closing, an “Estimated Deferred Closing Statement”); provided that any Estimated Initial Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide Tempo and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by Tempo or any of its Representatives in connection with their review of the FTAC Estimated Deferred Closing Statement, as applicable, will not be required to include any Proration Items, Cash adjustment amounts or Unpaid Principal Balance calculations with respect to any Deferred Asset (yor the applicable Deferred Interests relating thereto) cooperate with Tempo that is not being Transferred at the applicable Closing. In the event that Seller Parties and its Representatives the Purchaser Parties agree to revisions to the Estimated Initial Closing Statement or the Estimated Deferred Closing Statement, as applicable, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items (if applicable), applicable Closing Unpaid Principal Balance Statement and other credits and adjustments to the Unadjusted Purchase Price or Unadjusted Asset Purchase Price Amount, as applicable, to Purchaser no less than one (1) Business Day before the applicable Closing Date (the Estimated Initial Closing Statement or the revised statement, if any, the “Initial Closing Statement”; and the applicable Estimated Deferred Closing Statement or the revised statement, if any, the “Deferred Closing Statement”). The Proration Items and other credits and adjustments reflected in connection with their review the applicable Closing Statement will be paid at the applicable Closing by the Purchaser Parties to the Seller Parties (if the Proration Items, credits and adjustments result in a net credit to the Seller Parties) or by the Seller Parties to the Purchaser Parties (if the Proration Items, credits and adjustments pursuant to this Section 1.4 result in a net credit to the Purchaser Parties) by increasing or reducing the cash to be delivered by the Purchaser Parties in payment of the FTAC Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, at the applicable Closing. As soon as practicable following the applicable Closing Statement and, in any event, with respect to the Purchased Interests and Transferred Properties, not later than one hundred eighty (180) days (except, in the components thereof case of real property Taxes, twelve (12) months, in the case of Closing Year Additional and Percentage Rent, ninety (z90) consider days following the date that such Rents are billed, and, in the case of Texas Franchise Taxes, twenty-four (24) months) after the applicable Closing, the Purchaser Parties shall prepare in good faith any comments and deliver to the FTAC Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the Initial Closing Statement provided (as approved by Tempo prior the Purchaser Parties, the “Adjusted Initial Closing Statement”) or the Deferred Closing Statement (as approved by Purchaser, each such updated Deferred Closing Statement, an “Adjusted Deferred Closing Statement”) which update will reflect the Purchaser Parties calculation of Proration Items and other credits and adjustments pursuant to this Section 1.4 as of the applicable Closing Date based on the information available as of the preparation date. As soon as practicable following the applicable Closing with respect to the Closing Date; provided thatPurchased Commercial Loans and, notwithstanding in any event, not later than one hundred eighty (180) days after the foregoingapplicable Closing, the Closing (Purchaser Parties shall prepare in accordance with Section 4.01) good faith and deliver to the Seller Parties for their approval, which approval shall not in any event be unreasonably withheld, delayed or conditioned, an Adjusted Initial Closing Statement or an Adjusted Deferred Closing Statement which update will reflect (1) the Purchaser Parties calculation of Proration Items, credits and adjustments pursuant to Section 1.2(b) and (c) as a result of the review applicable Closing Date based on the information available as of the FTAC preparation date and (2) the applicable Adjusted Closing StatementDate Portfolio Tape. Re-prorations and adjustments will be made commencing after the Initial Closing when actual amounts are determined only where expressly provided in this Section 1.4.

Closing Statements. (a) At least two ten (10) Business Days prior to the Closing Date, the Company shall deliver to Plum a statement (the “Company Closing Statement”) setting forth the Company Transaction Expenses (including a breakdown by Person of amounts owed by the Company). Two (2) Business Days prior to the Special Meeting and and, in any event event, not earlier than the time that the holders of FTAC Plum Class A Common Stock Shares may no longer elect redemption to redeem their Plum Class A Shares in accordance with the FTAC Stockholder Plum Shareholder Redemption, FTAC Plum shall prepare and deliver to Tempo the Company a statement (the “FTAC Plum Closing Statement”) setting forth in good faithforth: (ia) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the FTAC Stockholder Plum Shareholder Redemption); , (iib) the aggregate amount of all payments required to be made in connection with the FTAC Stockholder Plum Shareholder Redemption; , (iiic) the aggregate cash proceeds from the FTAC Financing; Plum Transaction Expenses (iv) the Available Cash Amount resulting therefrom; including a breakdown by Person of amounts owed by Plum), (vd) the number of shares of FTAC Class A Common Stock Plum Shares to be outstanding as of immediately prior to the Closing First Effective Time after giving effect to the Plum Shareholder Redemption, and (e) the number of Plum Class A Shares that may be issued upon the exercise of all Plum Warrants issued and outstanding as of immediately prior to the First Effective Time and the exercise prices therefor. From and after the delivery of the Company Closing Statement or the Plum Closing Statement, as the case may be, until the Closing Date, each of the Company and Plum shall (i) provide the other Parties and their Representatives with reasonable access to information reasonably requested by Plum or the Company or any redemptions of their respective Representatives in connection with the FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide Tempo and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by Tempo or any of its Representatives in connection with their review of the FTAC Company Closing Statement or the Plum Closing Statement, as the case may be, (y) cooperate with Tempo and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (zii) consider in good faith any comments to the FTAC Company Closing Statement or the Plum Closing Statement, as the case may be, provided by Tempo any other Party at least three (3) Business Days prior to the Closing Date; provided thatDate and (iii) revise the Company Closing Statement as needed to reflect any reasonable comments that are consistent with this Agreement and, notwithstanding based on the foregoingCompany’s good faith assessment, are warranted or appropriate and deliver such revised Company Closing Statement or Plum Closing Statement, as the case may be, to any other Party prior to the Closing (in accordance with Section 4.01) shall not in Date reflecting any event be delayed as a result of the review of the FTAC Closing Statementsuch changes.

Closing Statements. At least three Business Days prior to the Closing Date, TopCo shall deliver to Yucaipa a statement (the “TopCo Closing Statement”) setting forth (a) At least two the Company Transaction Expenses and (2b) the Wiggle Cash Consideration, the Wiggle Equity Consideration (including the TopCo Ordinary Shares to be issued to each Wiggle Seller under the Wiggle SPA) and the Wiggle Deferred Cash Consideration. Two Business Days prior to the Special Meeting and and, in any event event, not earlier than the time that the holders of FTAC Yucaipa Class A Common Stock Shares may no longer elect redemption to redeem their Yucaipa Class A Shares in accordance with the FTAC Stockholder Yucaipa Shareholder Redemption, FTAC Yucaipa shall prepare and deliver to Tempo TopCo a statement (the “FTAC Yucaipa Closing Statement”) setting forth in good faithforth: (ia) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the FTAC Stockholder Yucaipa Shareholder Redemption); , (iib) the aggregate amount of all payments required to be made in connection with the FTAC Stockholder Yucaipa Shareholder Redemption; , (iii) the aggregate cash proceeds from the FTAC Financing; (ivc) the Available Closing Yucaipa Cash Amount resulting therefrom; , (vd) the Yucaipa Transaction Expenses, (e) the number of shares of FTAC Class A Common Stock Yucaipa Shares to be outstanding as of immediately prior to the Closing Effective Time after giving effect to any redemptions in connection with the FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment ProceedsYucaipa Shareholder Redemption, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to be received in connection with the Transaction prior to the Closing; and (viif) the number of shares of FTAC Yucaipa Class C Common Stock A Shares that may be issued upon the exercise of all Yucaipa Warrants issued and outstanding as of immediately prior to the Effective Time and the exercise prices therefor. From and after the delivery of the TopCo Closing Statement or the Yucaipa Closing Statement, as the case may be, until the Closing Date, each of TopCo and Yucaipa shall (i) provide the other Parties and their Representatives with reasonable access to information reasonably requested by Yucaipa or TopCo or any of their respective Representatives in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide Tempo and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by Tempo or any of its Representatives in connection with their review of the FTAC TopCo Closing Statement or the Yucaipa Closing Statement, as the case may be, (y) cooperate with Tempo and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (zii) consider in good faith any comments to the FTAC TopCo Closing Statement or the Yucaipa Closing Statement, as the case may be, provided by Tempo any other Party at least two Business Days prior to the Closing Date; provided Date and (iii) revise the TopCo Closing Statement or Yucaipa Closing Statement as needed to reflect any reasonable comments and any other comments that, notwithstanding based on its good faith assessment, are warranted or appropriate and deliver such revised TopCo Closing Statement or Yucaipa Closing Statement, as the foregoingcase may be, to any other Party prior to the Closing (in accordance with Section 4.01) shall not in Date reflecting any event be delayed as a result of the review of the FTAC Closing Statementsuch changes.

Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC CCVII Class A Common Stock may no longer elect redemption or withdraw such election, in accordance with the FTAC CCVII Stockholder Redemption, FTAC CCVII shall prepare and deliver to Tempo CorpAcq Holdco a statement (the “FTAC CCVII Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the FTAC CCVII Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with the FTAC CCVII Stockholder RedemptionRedemption (the “CCVII Redemption Payment”); (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (viv) the number of shares of FTAC CCVII Class A Common Stock to be outstanding as of immediately prior to the Closing after giving effect to any redemptions in connection with the FTAC CCVII Stockholder Redemption (the “Outstanding CCVII Class A Shares”) and confirmation that no FTAC CCVII Preferred Stock is outstanding; and (viv) the PIPE Investment Proceeds, Delayed Financing Amount (the Additional Cannae Subscription Proceeds and Permitted Equity “Estimated Delayed Financing Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail thereforAmount”). The FTAC CCVII Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC CCVII Closing Statement until the Closing, FTAC CCVII shall (x) provide Tempo the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC CCVII and its Subsidiaries and to senior management personnel of FTAC CCVII and its Subsidiaries, in each case, to the extent reasonably requested by Tempo the Company or any of its Representatives in connection with their review of the FTAC CCVII Closing Statement, (y) cooperate with Tempo the Company and its Representatives in connection with their review of the FTAC CCVII Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC CCVII Closing Statement provided by Tempo the Company prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall not in any event be delayed as a result of the review of the FTAC Closing Statement.

Closing Statements. (a) At least two three (23) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with the FTAC Stockholder RedemptionClosing Date, FTAC (a) Trinity shall prepare and deliver to Tempo PubCo and the Companies a statement (the “FTAC Trinity Closing Statement”) setting forth in Trinity’s good faith: faith calculation of (i) the amount of Cash and Cash Equivalents held in the Trust Account, (ii) the Closing Indebtedness of the Trinity Parties, (iii) the Trinity Transaction Expenses, (iv) the amount of cash necessary to pay income and franchise taxes from any interest income earned in the Trust Account, (v) the aggregate amount of cash Cash Proceeds necessary to satisfy Trinity’s obligation to redeem the Trinity Redeemed Shares, and (vi) the Trinity Merger Consideration Per Share, in each case as of 11:59 p.m. Pacific Time on the Trust Account day immediately preceding the Closing Date, and (prior b) the Companies shall deliver to giving effect to any redemption rights that have been exercised in connection with PubCo and Trinity a statement (the FTAC Stockholder Redemption); “Company Closing Statement”) setting forth the Companies’ good faith calculation of (i) the Cash and Cash Equivalents of the Company Group, (ii) the aggregate amount Closing Indebtedness of all payments required to be made in connection with the FTAC Stockholder Redemption; Company Group, (iii) the aggregate cash proceeds from the FTAC Financing; any unpaid Company Transaction Expenses and any Reimbursed Transaction Expenses, (iv) the Available Cash Amount resulting therefrom; Company Preferred AUM, (v) the number of shares of FTAC Class A Company Preferred Merger Consideration Per Unit, the Company Common Stock to be outstanding as of immediately prior to Merger Consideration Per Unit and the Closing after giving effect to any redemptions in connection with the FTAC Stockholder Redemption Management Company Merger Consideration Per Unit, and confirmation that no FTAC Preferred Stock is outstanding; (vi) a schedule of the PIPE Investment Proceedsallocation of (A) the Company Common Consideration by Company, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to be received in connection with the Transaction prior to the Closing; and (viiB) the number of shares of FTAC Class C Common Stock that may be issued in connection with Management Company Consideration by Management Company and among Management Company Members (the recapitalization by FTAC of the Founder FTAC Warrants“Allocation Schedule”), in each case, including reasonable supporting detail thereforcase as of 11:59 p.m. Pacific Time on the day immediately preceding the Closing Date. The FTAC All amounts included in the Company Closing Statement and each component thereof shall be prepared subject to PubCo’s review and calculated approval (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the definitions contained in advance of Closing, and such approval shall not (x) limit or otherwise affect PubCo’s remedies under this Agreement. From and after delivery Agreement or otherwise, or constitute an acknowledgment by PubCo of the FTAC accuracy of the amounts reflected thereon or (y) affect whether the Company’s Group has fulfilled its obligation to deliver the Company Closing Statement until pursuant to Section 6.2(d). All amounts included in the Trinity Closing Statement shall be subject to the Company Group’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed) in advance of Closing, and such approval shall not (x) limit or otherwise affect the Company Group’s remedies under this Agreement or otherwise, or constitute an acknowledgment by the Company Group of the accuracy of the amounts reflected thereon or (y) affect whether the Trinity Group has fulfilled its obligation to deliver the Trinity Closing Statement pursuant to Section 6.3(d). Notwithstanding anything to the contrary contained herein, the Parties hereby agree that neither Trinity nor PubCo, nor any of their respective Affiliates, shall have any obligation to confirm or verify the Allocation Schedule or the information set forth therein, and Trinity, PubCo and their respective Affiliates (including, after the Closing, FTAC shall (x) provide Tempo and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Surviving Subsidiaries, in each case, to the extent reasonably requested by Tempo or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with Tempo and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC Closing Statement provided by Tempo prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall not in any event be delayed as a result of entitled to rely on the review of the FTAC Closing StatementAllocation Schedule.

Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Trebia Class A Common Stock Ordinary Shares may no longer elect redemption in accordance with the FTAC Stockholder Trebia Shareholder Redemption, FTAC Trebia shall prepare and deliver to Tempo S1 Holdco and Protected a statement (the “FTAC Trebia Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the FTAC Stockholder Trebia Shareholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with the FTAC Stockholder Trebia Shareholder Redemption; (iii) the aggregate cash proceeds from the FTAC FinancingAvailable Trust Proceeds; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Trebia Class A Common Stock Ordinary Shares to be outstanding as of immediately prior to the Closing after giving effect to any redemptions in connection with the FTAC Stockholder Trebia Shareholder Redemption and confirmation that no FTAC Trebia Preferred Stock is outstanding; (viv) the PIPE Investment Proceeds, the Additional Cannae Subscription Backstop Proceeds and Permitted Equity Financing Proceeds (if any) received and to be received in connection with the Transaction prior to the Closing; (vi) the amount of the Trebia Available Cash, including the Txxxxx Xxxxx LLC Debt Commitment Amount received and to be received in connection with the Transaction prior to the Closing and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC WarrantsAvailable Cash Amount, in each case, including reasonable supporting detail therefor. The FTAC Trebia Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Trebia Closing Statement until the Closing, FTAC Trebia shall (x) provide Tempo S1 Holdco, Protected and its their respective Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books Books and records Records of FTAC and its Subsidiaries the Trebia Parties and to senior management personnel of FTAC and its Subsidiariesthe Trebia Parties, in each case, to the extent reasonably requested by Tempo or any of its S1 Holdco, Protected and their respective Representatives in connection with their review of the FTAC Trebia Closing Statement, (y) cooperate with Tempo S1 Holdco, Protected and its their respective Representatives in connection with their review of the FTAC Trebia Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC Trebia Closing Statement provided by Tempo S1 Holdco, Protected and their respective Representatives prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall not in any event be delayed as a result of the review of the FTAC Trebia Closing Statement.

Closing Statements. (a) At least two ten (10) Business Days prior to the Closing Date, the Company shall deliver to Plum a statement (the “Company Closing Statement”) setting forth the estimated Company Transaction Expenses (including a breakdown by Person of estimated amounts owed by the Company). Two (2) Business Days prior to the Special Meeting and and, in any event event, not earlier than the time that the holders of FTAC Plum Class A Common Stock Shares may no longer elect redemption to redeem their Plum Class A Shares in accordance with the FTAC Stockholder Plum Shareholder Redemption, FTAC Plum shall prepare and deliver to Tempo the Company a statement (the “FTAC Plum Closing Statement”) setting forth in good faithforth: (ia) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the FTAC Stockholder Plum Shareholder Redemption); , (iib) the aggregate amount of all payments required to be made in connection with the FTAC Stockholder Plum Shareholder Redemption; , (iiic) the aggregate cash proceeds from the FTAC Financing; estimated Plum Transaction Expenses (iv) the Available Cash Amount resulting therefrom; including a breakdown by Person of amounts owed by Plum), (vd) the number of shares of FTAC Class A Common Stock Plum Shares to be outstanding as of immediately prior to the Closing Effective Time after giving effect to the Plum Shareholder Redemption, and the number of Plum Class A Shares that may be issued upon the exercise of all Plum Warrants issued and outstanding as of immediately prior to the Effective Time and the exercise prices therefor. From and after the delivery of the Company Closing Statement or the Plum Closing Statement, as the case may be, until the Closing Date, each of the Company and Plum shall (i) provide the other Parties and their Representatives with reasonable access to information reasonably requested by Plum or the Company or any redemptions of their respective Representatives in connection with the FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide Tempo and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by Tempo or any of its Representatives in connection with their review of the FTAC Company Closing Statement or the Plum Closing Statement, as the case may be, (y) cooperate with Tempo and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (zii) consider in good faith any comments to the FTAC Company Closing Statement or the Plum Closing Statement, as the case may be, provided by Tempo any other Party at least three (3) Business Days prior to the Closing Date; provided thatDate and (iii) revise the Company Closing Statement as needed to reflect any reasonable comments that are consistent with this Agreement and, notwithstanding based on the foregoingCompany’s good faith assessment, are warranted or appropriate and deliver such revised Company Closing Statement or Plum Closing Statement, as the case may be, to any other Party prior to the Closing (in accordance with Section 4.01) shall not in Date reflecting any event be delayed as a result of the review of the FTAC Closing Statementsuch changes.

Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting Closing Date and in any event not earlier than the time that holders of FTAC AAC Class A Common Stock Ordinary Shares may no longer elect redemption in accordance with the FTAC Stockholder AAC Shareholder Redemption, FTAC AAC shall prepare and deliver to Tempo the Company a statement (the “FTAC AAC Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the FTAC Stockholder AAC Shareholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with the FTAC Stockholder AAC Shareholder Redemption; (iii) the aggregate cash proceeds from the FTAC FinancingCannae Backstop Amount (if any); (iv) the Available Cash Amount resulting therefrom; and (v) the number of shares of FTAC AAC Class A Common Stock Ordinary Shares to be outstanding as of immediately prior to the Closing after giving effect to any redemptions made in connection with the FTAC Stockholder AAC Shareholder Redemption and the Cannae Backstop Amount (if any), and confirmation that no FTAC AAC Preferred Stock is Shares are outstanding; (vi) the PIPE Investment Proceeds, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC AAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC AAC Closing Statement until the Closing, FTAC AAC shall (x) provide Tempo the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC AAC and its Subsidiaries and to senior management personnel of FTAC AAC and its Subsidiaries, in each case, to the extent reasonably requested by Tempo the Company or any of its Representatives in connection with their review of the FTAC AAC Closing Statement, (y) cooperate with Tempo the Company and its Representatives in connection with their review of the FTAC AAC Closing Statement and the components thereof thereof; and (z) consider in good faith any comments to the FTAC AAC Closing Statement provided by Tempo the Company prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall not in any event be delayed as a result of the review of the FTAC AAC Closing Statement. In addition, at least two (2) Business Days prior to the Special Meeting, and in any event not earlier than the time that holders of AAC Class A Ordinary Shares may no longer elect redemption in accordance with the AAC Shareholder Redemption, AAC shall prepare and delivery to the Company a statement setting forth the number of AAC Shareholder Redemptions.

Closing Statements. (a) At least two three Business Days prior to the Closing Date, the Company shall deliver to SPAC a statement (2the “TopCo Closing Statement”) setting forth the Company Transaction Expenses. Two Business Days prior to the Special Meeting and but, in any event event, not earlier than the time that the holders of FTAC SPAC Class A Common Stock Shares may no longer elect redemption to redeem their SPAC Class A Shares in accordance with the FTAC SPAC Stockholder Redemption, FTAC SPAC shall prepare and deliver to Tempo the Company a statement (the “FTAC SPAC Closing Statement”) setting forth in good faithforth: (ia) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the FTAC SPAC Stockholder RedemptionRedemption and SPAC Class B Conversion); , (iib) the aggregate amount of all payments required to be made in connection with the FTAC SPAC Stockholder Redemption; , (iii) the aggregate cash proceeds from the FTAC Financing; (ivc) the Available Closing SPAC Cash Amount resulting therefrom; , (vd) the SPAC Transaction Expenses, (e) the number of shares of FTAC Class A Common Stock SPAC Shares to be outstanding as of immediately prior to the Closing Effective Time after giving effect to any redemptions in connection with the FTAC SPAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment ProceedsRedemption, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to be received in connection with the Transaction prior to the Closing; and (viif) the number of shares of FTAC SPAC Class C Common Stock A Shares that may be issued upon the exercise of all SPAC Warrants issued and outstanding as of immediately prior to the Effective Time and the exercise prices therefor. From and after the delivery of the TopCo Closing Statement or the SPAC Closing Statement, as the case may be, until the Closing Date, each of TopCo and SPAC shall (i) provide the other Parties and their Representatives with reasonable access to information reasonably requested by the other or any of its respective Representatives in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide Tempo and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by Tempo or any of its Representatives in connection with their review of the FTAC TopCo Closing Statement or the SPAC Closing Statement, as the case may be, (y) cooperate with Tempo and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (zii) consider in good faith any comments to the FTAC TopCo Closing Statement or the SPAC Closing Statement, as the case may be, provided by Tempo any other Party at least two Business Days prior to the Closing Date; provided Date and (iii) revise the TopCo Closing Statement or SPAC Closing Statement as needed to reflect any reasonable comments and any other comments that, notwithstanding based on its good faith assessment, are warranted or appropriate and deliver such revised TopCo Closing Statement or SPAC Closing Statement, as the foregoingcase may be, to any other Party prior to the Closing (in accordance with Section 4.01) shall not in Date reflecting any event be delayed as a result of the review of the FTAC Closing Statementsuch changes.

Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with the FTAC Stockholder Redemption, FTAC The Seller Parties shall prepare in good faith and deliver to Tempo the Purchaser Parties for its review and consultation, (x) with respect to each Property and Purchased -- \\DC - 088650/000238 - 6521921 v16 Interest or Deferred Property and Deferred Purchased Interests, as applicable, a statement (the “FTAC Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the FTAC Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with the FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to be outstanding estimated Proration Items as of immediately prior the applicable Adjustment Time on a property-by-property basis, and Purchased Entity basis to the Closing after giving effect extent applicable and (y) with respect to any redemptions in connection with the FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment ProceedsPurchased Commercial Loans or Deferred Commercial Loans, as applicable, the Additional Cannae Subscription Proceeds and Permitted Equity Financing Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrantsapplicable Closing Unpaid Principal Balance Statement, in each case, including reasonable together with all relevant supporting detail therefor. The FTAC documentation, to be submitted to the Purchaser Parties in draft form no less than three (3) Business Days before the applicable Closing Date to be updated one (1) Business Day prior for the Adjustment Time, as necessary (such statement for the Initial Closing, the "Estimated Initial Closing Statement"; and such statement for a Deferred Closing, an "Estimated Deferred Closing Statement"); provided that any Estimated Initial Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide Tempo and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by Tempo or any of its Representatives in connection with their review of the FTAC Estimated Deferred Closing Statement, as applicable, will not be required to include any Proration Items, Cash adjustment amounts or Unpaid Principal Balance calculations with respect to any Deferred Asset (yor the applicable Deferred Interests relating thereto) cooperate with Tempo that is not being Transferred at the applicable Closing. In the event that Seller Parties and its Representatives the Purchaser Parties agree to revisions to the Estimated Initial Closing Statement or the Estimated Deferred Closing Statement, as applicable, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items (if applicable), applicable Closing Unpaid Principal Balance Statement and other credits and adjustments to the Unadjusted Purchase Price or Unadjusted Asset Purchase Price Amount, as applicable, to Purchaser no less than one (1) Business Day before the applicable Closing Date (the Estimated Initial Closing Statement or the revised statement, if any, the "Initial Closing Statement"; and the applicable Estimated Deferred Closing Statement or the revised statement, if any, the "Deferred Closing Statement"). The Proration Items and other credits and adjustments reflected in connection with their review the applicable Closing Statement will be paid at the applicable Closing by the Purchaser Parties to the Seller Parties (if the Proration Items, credits and adjustments result in a net credit to the Seller Parties) or by the Seller Parties to the Purchaser Parties (if the Proration Items, credits and adjustments pursuant to this Section 1.4 result in a net credit to the Purchaser Parties) by increasing or reducing the cash to be delivered by the Purchaser Parties in payment of the FTAC Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, at the applicable Closing. As soon as practicable following the applicable Closing Statement and, in any event, with respect to the Purchased Interests and Transferred Properties, not later than one hundred eighty (180) days (except, in the components thereof case of real property Taxes, twelve (12) months, in the case of Closing Year Additional and Percentage Rent, ninety (z90) consider days following the date that such Rents are billed, and, in the case of Texas Franchise Taxes, twenty-four (24) months) after the applicable Closing, the Purchaser Parties shall prepare in good faith any comments and deliver to the FTAC Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the Initial Closing Statement provided (as approved by Tempo prior the Purchaser Parties, the "Adjusted Initial Closing Statement") or the Deferred Closing Statement (as approved by Purchaser, each such updated Deferred Closing Statement, an "Adjusted Deferred Closing Statement") which update will reflect the Purchaser Parties calculation of Proration Items and other credits and adjustments pursuant to this Section 1.4 as of the applicable Closing Date based on the information available as of the preparation date. As soon as practicable following the applicable Closing with respect to the Closing Date; provided thatPurchased Commercial Loans and, notwithstanding in any event, not later than one hundred eighty (180) days after the foregoingapplicable Closing, the Closing (Purchaser Parties shall prepare in accordance with Section 4.01) good faith and deliver to the Seller Parties for their approval, which approval shall not in any event be unreasonably withheld, delayed or conditioned, an Adjusted Initial Closing Statement or an Adjusted Deferred Closing Statement which update will reflect (1) the Purchaser Parties calculation of Proration Items, credits and adjustments pursuant to Section 1.2(b) and (c) as a result of the review applicable Closing Date based on the information available as of the FTAC preparation date and (2) the applicable Adjusted Closing StatementDate Portfolio Tape. Re-prorations and adjustments will be made commencing after the Initial Closing when actual amounts are determined only where expressly provided in this Section 1.4.