Common use of Reimbursement of Vendor Obligations Clause in Contracts

Reimbursement of Vendor Obligations. If the Trust Fund is liquidated before completion of a Business Combination, the undersigned agrees to reimburse the Company for the Company's Vendor and Prospective Target Business Obligations. For purposes of this paragraph, "Vendor and Prospective Target Business Obligations" shall mean the debts of the Company (i) to vendors from whom the Company does not obtain a valid and enforceable waiver of such vendor's rights against or claims to the Trust Fund for services rendered or products sold to the Company and (ii) to prospective target businesses from whom the Company does not obtain a valid and enforceable waiver of such prospective target business' rights against or claims to the Trust Fund, in either such case in excess of the net proceeds of the IPO not held in the Trust Fund at the time of its liquidation, to the extent that such debts or obligations (a) actually reduce the amount of funds in the Trust Fund that are distributable to the Company's stockholders and (b) are not reimbursed by any insurance procured by the Company to cover such claims made against the Trust Fund. For the avoidance of doubt, Vendor and Prospective Target Business Obligations do not include (x) any debts or obligations to vendors that do not represent service fees (and related disbursements) or product purchase prices but relate to a potential tort claim, or (y) any debts or obligations owed to any third party entity that is neither a vendor nor a prospective target business.

Reimbursement of Vendor Obligations. If the Trust Fund is liquidated before completion of a Business Combination, the undersigned agrees to reimburse the Company for the Company's Vendor and Prospective Target Business Obligations. For purposes of this paragraph, "Vendor and Prospective Target Business Obligations" shall mean the debts of the Company (i) to vendors from whom the Company does not obtain a valid and enforceable waiver of such vendor's rights against or claims to the Trust Fund for services rendered or products sold to the Company and (ii) to prospective target businesses from whom the Company does not obtain a valid and enforceable waiver of such prospective target business' rights against or claims to the Trust Fund, in either such case in excess of the net proceeds of the IPO not held in the Trust Fund at the time of its liquidation, to the extent that such debts or obligations (a) actually reduce the amount of funds in the Trust Fund that are distributable to the Company's stockholders and (b) are not reimbursed by any insurance procured by the Company to cover such claims made against the Trust Fund. For the avoidance of doubt, Vendor and Prospective Target Business Obligations do not include (x) any debts or obligations to vendors that do not represent service fees (and related disbursements) or product purchase prices but relate to a potential tort claim, claim or (y) any debts or obligations owed to any third party entity that is neither a vendor nor a prospective target business.