Common use of No Claim Against Trust Fund Clause in Contracts

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, each of the Company, Ourgame, Primo and Noble acknowledges that it has read Parent’s final prospectus dated October 4, 2017 and understands that Parent has established the Trust Fund for the benefit of Parent’s public stockholders and that Parent may disburse monies from the Trust Fund only (a) to Parent’s public stockholders in the event they elect to convert their shares into cash in accordance with Parent’s Charter Documents and/or the liquidation of Parent or (b) to Parent to pay for its tax obligations and (c) to Parent after, or concurrently with, the consummation of a business combination (which Parent represents and warrants to the Company and Noble includes the Mergers). Each of the Company, Ourgame, Primo, and Noble further acknowledges that, if the transactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 10, 2019, or such later date as shall be set forth in an amendment to Parent’s Amended and Restated Certificate of Incorporation for the purpose of extending the date by which Parent must complete a business combination, Parent will be obligated to return to its stockholders the amounts being held in the Trust Fund. Accordingly, each of the Company, Ourgame, Primo and Noble, for itself and its respective Subsidiaries, Affiliates, directors, officers, employees, representatives, advisors, and all other associates, hereby waive all right, title, interest, or claim of any kind against Parent to collect from the Trust Fund any monies that may be owed to them by Parent for any reason whatsoever, including but not limited to a breach of this Agreement by Parent or any negotiations, agreements or understandings with Parent (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever. This paragraph will survive this Agreement and will not expire and will not be altered in any way without the express written consent of Parent.

No Claim Against Trust Fund. Notwithstanding anything else in this AgreementThe Seller and Xxxxxxx acknowledge that Restaurant Acquisition Partners, each of the Company, Ourgame, Primo and Noble acknowledges that it has read Parent’s final prospectus dated October 4, 2017 and understands that Parent Inc. has established the Trust Fund for the benefit of ParentRestaurant Acquisition Partners, Inc.’s public stockholders and that Parent Restaurant Acquisition Partners, Inc. may disburse monies from the Trust Fund only (a) to ParentRestaurant Acquisition Partners, Inc.’s public stockholders in the event they elect to convert their shares into cash in accordance with Parentthe Restaurant Acquisition Partners, Inc.’s Charter Documents and/or the liquidation certificate of Parent incorporation; or (b) to Parent to pay for its tax obligations and (c) to Parent afterRestaurant Acquisition Partners, or concurrently with, the consummation of Inc. after it consummates a business combination (which Parent represents combination, as set forth in the Restaurant Acquisition Partners, Inc.’s prospectus dated December 15, 2006 and warrants to filed with the Company Securities Exchange Commission. Seller and Noble includes the Mergers). Each of the Company, Ourgame, Primo, and Noble further acknowledges that, Xxxxxxx acknowledge that if the transactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, Agreement are not consummated by July 10Buyer by December 20, 20192008 (provided that the Termination Date has not been extended to January 15, or such later date as shall be set forth in an amendment to Parent’s Amended and Restated Certificate of Incorporation for the purpose of extending the date by which Parent must complete a business combination2009), Parent Restaurant Acquisition Partners, Inc. will be obligated to return to its stockholders the amounts being held in the Trust Fund. Accordingly, each of the Company, Ourgame, Primo and Noble, for itself Seller and its respective Subsidiaries, Affiliatesaffiliates, directors, managers, officers, employees, employees and representatives, advisorsand Xxxxxxx (collectively, and all other associatesthe “Seller Claimants”), hereby irrevocably waive all rightrights, title, interest, or claim of any kind against Parent in or to collect from the Trust Fund and any monies in the Trust Fund notwithstanding any amounts that may be owed to them by Parent Buyer for any reason whatsoever, including but not limited to a breach of this Agreement by Parent Buyer or any negotiations, agreements or understandings with Parent Buyer (whether in the past, present or future), and will not seek recourse against the Trust Fund or any Non-Recourse Person at any time for any reason whatsoever. Seller agrees to indemnify, defend and hold harmless Buyer and each Non-Recourse Person from any and all losses, claims or damages (including, without limitation, attorney’s fees and expenses and costs of investigation) arising from any breach of the foregoing provisions. This paragraph section will survive this Agreement and will not expire and will not be altered in any way without the express written consent of Parentthe parties hereto. Notwithstanding anything contained herein to the contrary, capitalized terms used in this Section 7.8 and not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, each of the Company, Ourgame, Primo Company and Noble acknowledges the Signing Shareholders acknowledge that it has they have read ParentDelcorp’s final prospectus dated October 43, 2017 2006 and understands understand that Parent Delcorp has established the Trust Fund for the benefit of ParentDelcorp’s public stockholders and that Parent Delcorp may disburse monies from the Trust Fund only (a) to ParentDelcorp’s public stockholders in the event they elect to convert their shares into cash in accordance with ParentDelcorp’s Charter Documents and/or the liquidation of Parent Delcorp or (b) to Parent to pay for its tax obligations and (c) to Parent after, or concurrently with, the consummation of Delcorp after it consummates a business combination (which Parent represents and warrants to the combination. The Company and Noble includes the Mergers). Each of the Company, Ourgame, Primo, and Noble Signing Shareholders further acknowledges acknowledge that, if the transactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 10October 3, 20192008, or such later date as shall be set forth in an amendment to Parent’s Amended and Restated Certificate of Incorporation for the purpose of extending the date by which Parent must complete a business combination, Parent Delcorp will be obligated to return to its stockholders the amounts being held in the Trust Fund. Accordingly, each of the Company, Ourgame, Primo Company and Noblethe Signing Shareholders, for itself themselves and its respective Subsidiariestheir subsidiaries, Affiliatesaffiliated entities, directors, officers, employees, stockholders, representatives, advisors, advisors and all other associatesassociates and affiliates, hereby waive all rightrights, title, interest, interest or claim of any kind against Parent Delcorp to collect from the Trust Fund any monies that may be owed to them by Parent Delcorp for any reason whatsoever, including but not limited to a breach of this Agreement by Parent Delcorp or any negotiations, agreements or understandings with Parent Delcorp (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever. This paragraph will survive this Agreement and will not expire and will not be altered in any way without the express written consent of ParentDelcorp, the Company and the Signing Shareholders.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, each of Seller and the Company, Ourgameeach on behalf of itself and each Acquired Company, Primo and Noble acknowledges that it has read ParentBuyer’s final prospectus dated October 4, 2017 Final Prospectus and understands that Parent Buyer has established the Trust Fund for the benefit of Parent’s public stockholders and that Parent Buyer may disburse monies from the Trust Fund only (a) to Parent’s public stockholders in certain limited situations described in the event they elect to convert their shares into cash in accordance with Parent’s Charter Documents and/or the liquidation of Parent or (b) to Parent to pay for its tax obligations Final Prospectus. Seller and (c) to Parent after, or concurrently with, the consummation of a business combination (which Parent represents and warrants to the Company and Noble includes the Mergers). Each of the Company, Ourgame, Primo, and Noble each further acknowledges that, if the transactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 10, 2019, or such later date as shall be the time period set forth in an amendment to ParentBuyer’s Amended and Restated Certificate of Incorporation for the purpose of extending the date by which Parent must complete a business combinationOrganizational Documents, Parent Buyer will be obligated to return to its stockholders the amounts being held in the Trust Fund. Accordingly, each of Seller and the Company, Ourgamefor themselves and their members, Primo and Nobleequity holders, for itself and its respective Subsidiariesmanagers, Affiliatesmanaging members, directors, officers, employees, representativesRepresentatives, advisorsSubsidiaries, and all other associatesAffiliates, hereby waive all right, title, interest, interest or claim of any kind against Parent Buyer to collect from the Trust Fund any monies that may be owed to them by Parent Buyer for any reason whatsoever, including but not limited to a breach of this Agreement by Parent Buyer or any negotiations, agreements or understandings with Parent Buyer (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s or the Seller’s right to pursue a claim against the Buyer pursuant to this Agreement for legal relief against monies or other assets of the Buyer held outside the Trust Fund or for specific performance or other equitable relief in connection with the Contemplated Transactions and (b) nothing herein shall serve to limit or prohibit any claims that the Company or the Seller may have in the future pursuant to this Agreement against the Buyer’s assets or funds that are not held in the Trust Fund. Furthermore, Buyer shall not execute any definitive agreement related to such business combination that (i) attempts to prevent Buyer from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume Buyer’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive this Agreement and will not expire and will not be altered in any way without the express written consent of ParentBuyer.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, each of the Company, Ourgame, Primo Company and Noble acknowledges the Sellers acknowledge that it has they have read Parentthe Purchaser’s final prospectus dated October 4February 15, 2017 2006 and understands understand that Parent the Purchaser has established the Trust Fund for the benefit of Parentthe Purchaser’s public stockholders and that Parent the Purchaser may disburse monies from the Trust Fund only (a) to Parentthe Purchaser’s public stockholders in the event they elect to convert their shares into cash in accordance with Parentthe Purchaser’s Charter Documents and/or the liquidation of Parent the Purchaser or (b) to Parent to pay for its tax obligations the Purchaser in connection with and (c) to Parent after, or concurrently with, in furtherance of the consummation of a business combination (which Parent represents and warrants to the combination. The Company and Noble includes the Mergers). Each of the Company, Ourgame, Primo, and Noble Sellers further acknowledges acknowledge that, if the transactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 10February 15, 20192008, or such later date as shall be set forth in an amendment to Parent’s Amended and Restated Certificate of Incorporation for the purpose of extending the date by which Parent must complete a business combination, Parent Purchaser will be obligated to return to its stockholders the amounts being held in the Trust Fund. Accordingly, each of the Company, Ourgame, Primo Company and Noblethe Sellers, for itself themselves and its respective Subsidiariestheir subsidiaries, Affiliatesaffiliated entities, directors, officers, employees, stockholders, representatives, advisors, advisors and all other associatesassociates and affiliates, hereby waive all rightrights, title, interest, interest or claim of any kind against Parent the Purchaser to collect from the Trust Fund any monies that may be owed to them by Parent the Purchaser for any reason whatsoever, including but not limited to a breach of this Agreement by Parent the Purchaser or any negotiations, agreements or understandings with Parent the Purchaser (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever. This paragraph will survive this Agreement and will not expire and will not be altered in any way without the express written consent of Parentthe Purchaser, the Company and the Sellers.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, each of the Company, Ourgame, Primo SDI and Noble Stockholder acknowledges that it has read ParentNSAQ’s final prospectus dated October 4November 30, 2017 2007 and understands that Parent NSAQ has established the Trust Fund for the benefit of ParentNSAQ’s public stockholders and that Parent NSAQ may disburse monies from the Trust Fund only (a) to ParentNSAQ’s public stockholders in the event they elect to convert their respective shares into cash in accordance with ParentNSAQ’s Charter Documents and/or the liquidation of Parent or NSAQ, (b) to Parent to pay for its tax obligations and (c) to Parent NSAQ after, or concurrently with, the consummation of a business combination (which Parent represents and warrants to the Company and Noble includes the Mergers). Each of the Company, Ourgame, Primocombination, and Noble (c) to NSAQ in limited amounts for its working capital requirements and tax obligations. SDI and Stockholder further acknowledges acknowledge that, if the transactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 10November 30, 20192009, or such later date as shall be set forth in an amendment to Parent’s Amended and Restated Certificate of Incorporation for the purpose of extending the date by which Parent must complete a business combination, Parent NSAQ will be obligated to return to its stockholders the amounts being held in the Trust Fund. Accordingly, each of the Company, Ourgame, Primo and NobleSDI, for itself and its respective Subsidiaries, Affiliatesaffiliated entities, directors, officers, employees, stockholders, representatives, advisors, advisors and all other associatesassociates and Affiliates, and Stockholder, for itself, hereby waive all rightrights, title, interest, interest or claim of any kind against Parent NSAQ to collect from the Trust Fund any monies that may be owed to them by Parent NSAQ for any reason whatsoever, including but not limited to a breach of this Agreement by Parent NSAQ or any negotiations, agreements or understandings with Parent NSAQ (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever. This paragraph will survive this Agreement and will not expire and will not be altered in any way without the express written consent of Parentthe Committee, NSAQ, SDI and Stockholder.

No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, each of the Company, Ourgame, Primo Company and Noble acknowledges the Stockholders acknowledge that it has they have read ParentCambridge’s final prospectus dated October 4December 17, 2017 2013 (“Final Prospectus”) and understands understand that Parent Cambridge has established the Trust Fund for the benefit of ParentCambridge’s public stockholders and that Parent that, except for interest earned on the amounts held in the Trust Fund, Cambridge may disburse monies from the Trust Fund only (ai) to ParentCambridge’s public stockholders in the event they elect to convert their shares into cash in accordance with ParentCambridge’s Charter Documents and/or (x) upon consummation of a business combination, (y) amendment to Cambridge’s Charter Documents relating to pre-business combination activity, or (z) the liquidation of Parent or Cambridge in the event that Cambridge is unable to consummate a business combination within the required time period, (bii) to Parent to pay for its tax obligations and (c) to Parent Cambridge after, or concurrently with, the consummation of a business combination combination, and (which Parent represents iii) to Cambridge in limited amounts for its working capital requirements and warrants to the tax obligations. The Company and Noble includes the Mergers). Each of the Company, Ourgame, Primo, and Noble Stockholders further acknowledges acknowledge that, if the transactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are Cambridge does not consummated by July 10, 2019, or such later date as shall be set forth in an amendment to Parent’s Amended and Restated Certificate of Incorporation for the purpose of extending the date by which Parent must complete consummate a business combinationcombination by December 23, Parent 2015, Cambridge will be obligated to return to its stockholders the amounts being held in the Trust Fund. Accordingly, each of the Company, Ourgame, Primo and Noble, for itself and its respective Subsidiaries, Affiliatesaffiliated entities, directors, officers, employees, stockholders, representatives, advisors, advisors and all other associatesassociates and Affiliates, and the Stockholders, for themselves (collectively, the “Company and Stockholder Releasors”), hereby waive all rightrights, title, interest, interest or claim of any kind against Parent to collect from any monies in the Trust Fund for any monies that may be owed to them the Company and Stockholder Releasors by Parent Cambridge for any reason whatsoever, including but not limited to a breach of this Agreement by Parent Cambridge or any negotiations, agreements or understandings with Parent Cambridge (whether in the past, present or future), and the Company and Stockholder Releasors will not seek recourse against the Trust Fund at any time for any reason whatsoever. This paragraph will survive the termination of this Agreement and will not expire and will not be altered in for any way without the express written consent of Parentreason.