Waiver of Claims Against Trust Account. The Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions from the trust account maintained by the Company’s transfer agent, acting as trustee (the “Trust Account”) with respect to any Ordinary Shares acquired by the Purchaser in connection with the exercise of the Warrant Offering Warrants purchased pursuant to this Agreement ("Claim") and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.
Waiver of Claims Against Trust Account. The Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions from the Trust Account with respect to any shares of common stock acquired by the Purchaser in connection with the exercise of the Placement Warrants purchased hereby pursuant to this Agreement (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever, other than with respect to any shares of common stock purchased in the IPO or in the aftermarket held directly or indirectly by it.
Waiver of Claims Against Trust Account. Notwithstanding any other provision of this Agreement, the Escrow Agent confirms its understanding that the Company has established the Trust Account (as defined in the Prospectus) relating to the Units being sold pursuant to the Prospectus. The Escrow Agent acknowledges that the Trust Account will exist for the benefit of the Company’s public stockholders and the monies from the Trust Account may only be disbursed upon the occurrence of certain events as more fully described in the Prospectus. The Escrow Agent agrees that neither it nor any of its affiliates have or will have any right, title, interest or claim in or to the monies in the Trust Account, and the Escrow Agent hereby waives any and all right, title, interest of claim of any kind in or to any distribution of any property held in the Trust Account that it or its affiliates may have now or in the future and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any claim of any kind against the Trust Account for any reason whatsoever, including in respect of the Company’s indemnification obligations set forth in this Agreement.
Waiver of Claims Against Trust Account. The Trustee hereby waives any and all right, title, interest or claim of any kind (“Claim”) that the Trustee may have against the Property held in the Trust Account, and hereby agrees not to seek recourse, reimbursement, set-off, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. In the event that the Trustee has a claim against the Company under this Agreement, including, without limitation, Section 3.2, the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.
Waiver of Claims Against Trust Account. The Purchaser acknowledges that the Company has established the Trust Account. The Purchaser agrees that (i) it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, and (ii) it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, in each case in connection with this Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Agreement or otherwise. In the event the Purchaser has any Claim against the Company, the Purchaser shall pursue such Claim solely against the Company’s assets outside the Trust Account and not against the property or any monies in the Trust Account. The Purchaser agrees and acknowledges that such waiver is material to this Agreement and has been specifically relied upon by the Company to induce the Company to enter into this Agreement and the Purchaser further intends and understands such waiver to be valid, binding and enforceable under applicable law. In the event that the Purchaser commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust Account or distributions therefrom or any of the Company’s shareholders, whether in the form of monetary damages or injunctive relief, the Purchaser shall be obligated to pay to the Company all of its legal fees and costs in connection with any such action in the event that the Company prevails in such action or proceeding.
Waiver of Claims Against Trust Account. The Purchasers agree not to seek recourse against the Trust Account for any reason whatsoever in connection with their purchase of the Private Placement Warrants or any claim that may arise now or in the future, provided that nothing herein shall preclude the Purchasers from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account.
Waiver of Claims Against Trust Account. Notwithstanding any other provision of this Agreement, each of the Investors confirms its understanding that the Company has established a Trust Account relating to the Units being sold in the Company’s initial public offering. Each Investor acknowledges that the Trust Account will exist for the benefit of the Company’s public shareholders and the monies from the Trust Account may only be disbursed upon the occurrence of certain events, as more fully described in the prospectus relating to the Units. Each Investor agrees that neither it nor any of its affiliates (with the exception of the Company, to the extent it is an affiliate) have or will have any right, title, interest or claim in or to the monies in the Trust Account, and each Investor hereby waives any and all right, title, interest of claim of any kind in or to any distribution of any property held in the Trust Account that it or its respective affiliates (with the exception of the Company, to the extent it is an affiliate) may have now or in the future and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any claim of any kind against the Trust Account in respect of the Company’s indemnification obligations set forth in this Agreement.
Waiver of Claims Against Trust Account. Notwithstanding anything to the contrary in this Agreement, the Indemnitee and the Company, on behalf of itself, its affiliates, its and their equityholders and any of its or their respective representatives (i) acknowledges and agrees that (A) the Company has established a trust account for the benefit of the Company and certain of its existing equityholders, and (B) none of the Indemnitee, the Company, its or their affiliates, its or their respective equityholders or any of its or their respective representatives has any right, title, interest or claim of any kind arising from this Agreement or otherwise in or to any monies in such trust account or any distributions or payments therefrom (each, a “Claim”) and (ii) hereby waives any Claim arising from this Agreement or otherwise and agrees not to seek recourse against such trust account for any reason whatsoever.
Waiver of Claims Against Trust Account. The Escrow Agent hereby waives any and all right, title, interest or claim of any kind in or to any distribution of any property held in trust for the Company in the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date of this Agreement, by and between the Company and the Escrow Agent as trustee thereunder), and hereby agrees not to seek recourse, reimbursements, payment or satisfaction for any claim of any kind against the Trust Account for any reasons whatsoever.
Waiver of Claims Against Trust Account. Reference is made to the final prospectus of Acquiror, dated as of December 2, 2021 and filed with the SEC (File No. 333-258028) on December 6, 2021 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Acquiror Common Stock in connection with the consummation of Acquiror’s initial Business Combination or in connection with an Extension, (b) to the Public Stockholders if Acquiror fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO, subject to an Extension, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes or (d) to Acquiror after or concurrently with the consummation of a Business Combination. For and in consideration of Acquiror entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its controlled affiliates that, notwithstanding anything to the contrary in this Agreement, except as described in the preceding clause (d), neither the Company nor any of its controlled affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal l...
