Common use of Trust Waiver Clause in Contracts

Trust Waiver. The Trust Account is invested in U.S. government securities in a trust account at XX Xxxxxx Xxxxx Bank, N.A. and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 29, 2007, between Camden and Trustee. Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller agrees that it does not now have, and shall not at any time have, any claim to, or make any claim against, the Trust Account or any asset contained therein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and Camden, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller hereby irrevocably waives any and all claims it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and will not seek recourse against, the Trust Account for any other reason whatsoever in respect thereof. Other than with respect to an action for the recovery of the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, in the event Seller commences any other action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Camden, which proceeding seeks, in whole or in part, relief against the Trust Account or the public stockholders of Camden, whether in the form of money damages or injunctive relief, Camden shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action.

Appears in 1 contract

Samples: Stock Purchase Agreement (Camden Learning CORP)

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Trust Waiver. The Trust Account is invested in U.S. government securities in a trust account at XX Xxxxxx Xxxxx Bank, N.A. Mxxxxx Sxxxxxx and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 29January 16, 20072008, between Camden Asia Special Situation and Trustee. Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller agrees that it does not now have, and shall not at any time have, any claim to, or make any claim against, the Trust Account or any asset contained therein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and CamdenAsia Special Situation, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller hereby irrevocably waives any and all claims it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and will not seek recourse against, the Trust Account for any other reason whatsoever in respect thereof. Other than with respect to an action for the recovery of the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, in the event Seller commences any other action or proceeding based upon, in connection with, relating to or arising out of any matter relating to CamdenAsia Special Situation, which proceeding seeks, in whole or in part, relief against the Trust Account or the public stockholders of CamdenAsia Special Situation, whether in the form of money damages or injunctive relief, Camden Asia Special Situation shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action.

Appears in 1 contract

Samples: Stock Purchase Agreement (Asia Special Situation Acquisition Corp)

Trust Waiver. The Trust Account is invested in U.S. government securities in a trust account at XX JX Xxxxxx Xxxxx Bank, N.A. Cxxxx Bank and held in trust by Continental American Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 29January 30, 20072008, between Camden Overture and Trustee. Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller agrees that it does not now have, and shall not at any time have, any claim to, or make any claim against, the Trust Account or any asset contained therein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and CamdenOverture, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller hereby irrevocably waives any and all claims it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and will not seek recourse against, the Trust Account for any other reason whatsoever in respect thereof. Other than with respect to an action for the recovery of the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, in the event Seller commences any other action or proceeding based upon, in connection with, relating to or arising out of any matter relating to CamdenOverture, which proceeding seeks, in whole or in part, relief against the Trust Account or the public stockholders of CamdenOverture, whether in the form of money damages or injunctive relief, Camden Overture shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action.

Appears in 1 contract

Samples: Stock Purchase Agreement (Overture Acquisition Corp.)

Trust Waiver. Camden’s initial public offering was consummated on December 5, 2007 as a result of which it received gross proceeds of $53,010,400, a significant portion of which are held in the Trust Account. The Trust Account is invested in U.S. government securities in a trust account at XX JX Xxxxxx Xxxxx Cxxxx Bank, N.A. and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 29, 2007, between Camden and Trustee. Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller agrees that it does not now have, and shall not at any time have, any claim to, or make any claim against, the Trust Account or any asset contained therein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and Camden, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller hereby irrevocably waives any and all claims it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and will not seek recourse against, the Trust Account for any other reason whatsoever in respect thereof. Other than with respect to an action for the recovery of the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, in the event Seller commences any other action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Camden, which proceeding seeks, in whole or in part, relief against the Trust Account or the public stockholders of Camden, whether in the form of money damages or injunctive relief, Camden shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action.

Appears in 1 contract

Samples: Stock Purchase Agreement (National American University Holdings, Inc.)

Trust Waiver. Camden’s initial public offering was consummated on December 5, 2007 as a result of which it received gross proceeds of $53,010,400, a significant portion of which are held in a trust fund established by Camden for the benefit of its public stockholders (the “Trust Fund”). The Trust Account Fund is invested in U.S. government securities in a trust account at XX Xxxxxx Xxxxx Bank, N.A. and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 29, 2007, between Camden and Trustee. Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller agrees that it does not now have, and shall not at any time have, any claim to, or make any claim against, the Trust Account Fund or any asset contained therein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and Camden, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller hereby irrevocably waives any and all claims it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and will not seek recourse against, the Trust Account Fund for any other reason whatsoever in respect thereof. Other than with respect to an action for the recovery of the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, in the event Seller commences any other action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Camden, which proceeding seeks, in whole or in part, relief against the Trust Account Fund or the public stockholders of Camden, whether in the form of money damages or injunctive relief, Camden shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action where Camden has been found by a court or adjudicatory body of competent jurisdiction to have no liability in such action.

Appears in 1 contract

Samples: Stock Purchase Agreement (National American University Holdings, Inc.)

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Trust Waiver. The Trust Account is invested in U.S. government securities in a trust account at XX Xxxxxx Xxxxx BankBank of America, N.A. and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 29December 11, 2007, between Camden United and Trustee. Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller agrees that it does not now have, and shall not at any time have, any claim to, or make any claim against, the Trust Account or any asset contained therein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and CamdenUnited, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller hereby irrevocably waives any and all claims it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and will not seek recourse against, the Trust Account for any other reason whatsoever in respect thereof. Other than with respect to an action for the recovery of the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, in the event Seller commences any other action or proceeding based upon, in connection with, relating to or arising out of any matter relating to CamdenUnited, which proceeding seeks, in whole or in part, relief against the Trust Account or the public stockholders of CamdenUnited, whether in the form of money damages or injunctive relief, Camden United shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Refining Energy Corp)

Trust Waiver. The Trust Account is invested in U.S. government securities in Investor hereby acknowledges that the SPAC have established a trust account at XX Xxxxxx Xxxxx Bank, N.A. and held in trust by Continental Stock Transfer & Trust Company (the “TrusteeTrust Account”) pursuant containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the Investment Management Trust Account Agreement, dated as benefit of November 29, 2007, between Camden its public shareholders and Trusteecertain other parties (including the underwriters of the IPO). Other than with respect to For and in consideration of the Aggregate Purchase Price to be paid to Seller in connection with SPAC entering into this Agreement, Seller and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby agrees that it does not now have, and shall not at any time havehereafter have any right, title, interest or claim of any claim tokind in or to any assets held in the Trust Account, or and shall not make any claim against, against the Trust Account or any asset contained thereinAccount, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and Camden, on the other hand, to this Agreement, or any other agreement Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liabilityliability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller The Investor hereby irrevocably waives any and all claims Released Claims that it may have, have against the Trust Account now or in the future (in each caseas a result of, howeveror arising out of, prior to any negotiations, contracts or agreements with the consummation of a business combination), SPAC and will not seek recourse against, against the Trust Account for any other reason whatsoever in respect thereofwhatsoever. Other than with respect to an action for To the recovery extent the Investor or any of the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, in the event Seller its affiliates commences any other action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Camdenthe SPAC, the Sponsor or their respective affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended), which proceeding seeks, in whole or in part, monetary relief against thee SPAC, the Sponsor or their respective affiliates, the Investor hereby acknowledges and agrees that the Investor’s and its affiliates’ sole monetary remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Investor or its affiliates (or any person claiming on any of their behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Investor or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the SPAC, the Sponsor or their respective affiliates, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the public stockholders of Camdenshareholders, whether in the form of money damages or injunctive relief, Camden the SPAC, the Sponsor or their respective affiliates, as applicable, shall be entitled to recover from Seller the Investor and its affiliates the associated legal fees and costs in connection with any such action, in the event thee SPAC, the Sponsor or their respective affiliates, as applicable, prevails in such action or proceeding. Notwithstanding the foregoing, nothing in this provision shall be deemed to limit Investor’s right, title, interest or claim to the Trust Account by virtue of the Investor’s record or beneficial ownership of securities of the SPAC acquired by any means other than pursuant to this Agreement, including but not limited to any redemption right with respect to any such securities of the SPAC.

Appears in 1 contract

Samples: Subscription Agreement (HH&L Acquisition Co.)

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