Common use of Offering Documents Clause in Contracts

Offering Documents. This Agreement has been duly authorized, executed and delivered by the Company. Each of the Trust Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Forward Purchase Agreements, the Founder Promissory Note, and the Administrative Services Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company, enforceable against the Company, in accordance with its terms, except, in each case, as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. Each of the Founder Shares Agreements and the Unit Purchase Agreements has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor to the extent a party thereto, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor to the extent a party thereto, enforceable against the Company and, to the Company’s knowledge, the Sponsor to the extent a party thereto in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. The Registration Rights Agreement and the Insider Letter has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and each director, director nominee and officer of the Company, and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Offering Documents. This Agreement has been duly authorized, executed and delivered by the Company. Each of the Trust Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Forward Purchase Agreements, the Founder Sponsor Promissory Note, Note and the Administrative Services Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company, enforceable against the Company, Company in accordance with its terms, except, in each case, as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. Each of the Founder Shares Subscription Agreements and the Unit Purchase Agreements has been duly authorized, executed and delivered by the Company (and, to the Company’s knowledge, the Sponsor to the extent a party thereto, ) and is a valid and binding agreement of the Company (and, to the Company’s knowledge, the Sponsor to the extent a party thereto), enforceable against the Company (and, to the Company’s knowledge, the Sponsor to the extent a party thereto thereto) in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. The Each of the Registration Rights Agreement and the Insider Letter has been duly authorized, executed and delivered by the Company (and, to the Company’s knowledge, the Sponsor, Sponsor and each director, director nominee and officer of the Company, ) and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Offering Documents. This Agreement has been duly authorized, executed and delivered by the Company. Each of the Trust Agreement, the Warrant Agreement, the Rights Agreement the Business Combination Marketing Agreement, the Forward Purchase Agreements, the Founder Sponsor Promissory Note, and the Administrative Services Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company, enforceable against the Company, in accordance with its terms, except, in each case, as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. Each of the Founder Shares Agreements and the amendments thereto, and each of the Insider Shares Agreements and the Unit Purchase Agreements has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor to the extent a party theretoSponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor to the extent a party theretoSponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor to the extent a party thereto in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. The Registration Rights Agreement and each of the Insider Letter has Letters have been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and each director, director nominee and officer of the Company, and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Offering Documents. This Agreement has been duly authorized, executed and delivered by the Company. Each of the Trust Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Forward Purchase Agreements, the Founder Promissory Note, and the Administrative Services Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company, enforceable against the Company, in accordance with its terms, except, in each case, as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. Each of the Founder Shares Agreements Sponsor Subscription Agreement and the Unit Purchase Agreements has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor to the extent a party thereto, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor to the extent a party thereto, enforceable against the Company and, to the Company’s knowledge, the Sponsor to the extent a party thereto in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. The Registration Rights Agreement and the Insider Letter has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and each director, director nominee and officer of the Company, and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Offering Documents. This Agreement has been duly authorized, executed and delivered by the Company. Each of the Trust Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Forward Purchase Agreements, the Founder Promissory Note, Note and the Administrative Services Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company, enforceable against the Company, Company in accordance with its terms, except, in each case, as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. Each of the Founder Shares Subscription Agreements and the Unit Warrant Purchase Agreements has been duly authorized, executed and delivered by the Company (and, to the Company’s knowledge, the Sponsor to the extent a party thereto, ) and is a valid and binding agreement of the Company (and, to the Company’s knowledge, the Sponsor to the extent a party thereto), enforceable against the Company (and, to the Company’s knowledge, the Sponsor to the extent a party thereto thereto) in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. The Each of the Registration Rights Agreement and the Insider Letter has been duly authorized, executed and delivered by the Company (and, to the Company’s knowledge, the Sponsor, Sponsor and each director, director nominee and officer of the Company, Company that are parties thereto) and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Offering Documents. This Agreement has been duly authorized, executed and delivered by the Company. Each of the Trust Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Forward Purchase AgreementsAgreement, the Founder Promissory Note, Notes and the Administrative Services Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company, enforceable against the Company, Company in accordance with its terms, except, in each case, as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. Each of the Founder Shares Subscription Agreements and the Unit Purchase Agreements has been duly authorized, executed and delivered by the Company (and, to the Company’s knowledge, the Sponsor to the extent a party thereto, ) and is a valid and binding agreement of the Company (and, to the Company’s knowledge, the Sponsor to the extent a party thereto), enforceable against the Company (and, to the Company’s knowledge, the Sponsor to the extent a party thereto thereto) in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. The Each of the Registration Rights Agreement and the Insider Letter has been duly authorized, executed and delivered by the Company (and, to the Company’s knowledge, the Sponsor, Sponsor and each director, director nominee and officer of the Company, Company that are parties thereto) and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.