Common use of No Claim Against Trust Account Clause in Contracts

No Claim Against Trust Account. For and in consideration of Parent entering into this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Company (and after the Reorganization, Newco) hereby irrevocably waives, on behalf of itself and its Affiliates, notwithstanding anything to the contrary in this Agreement, any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account or permitted distributions therefrom in accordance with the Trust Agreement, 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 Parent or its Representatives, on the one hand, and the Company (and after the Reorganization, Newco) 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 liability; provided, that nothing herein shall serve to limit or prohibit the Company’s (and after the Reorganization, Newco’s) right to pursue a claim against Parent for (i) legal relief against monies or other assets held by Parent outside the Trust Account or (ii) specific performance or other equitable relief in connection with the consummation of the Transactions in accordance with the terms of this Agreement, so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the Parent Stockholder Redemptions in accordance with the Trust Agreement (collectively, including subject to the limitations set forth in the foregoing proviso, the “Released Claims”). The Company (and after the Reorganization, Newco), on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims that the Company (and after the Reorganization, Newco) or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with Parent or its Affiliates). The Company (and after the Reorganization, Newco) agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent and its Affiliates to induce Parent to enter into this Agreement, and the Company (and after the Reorganization, Newco) further intends and understands such waiver to be valid, binding and enforceable against the Company (and after the Reorganization, Newco) and each of its Affiliates under applicable Law.

No Claim Against Trust Account. For and in consideration of Parent entering into this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Company (and after the Reorganization, Newco) hereby irrevocably waives, on behalf of itself and its Affiliates, notwithstanding anything to the contrary in this Agreement, any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account (and any monies therein) or permitted distributions therefrom in accordance with the Trust Agreementtherefrom, 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 Parent or its RepresentativesAffiliates, on the one hand, and the Company (and after the Reorganization, Newco) or its RepresentativesAffiliates, 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 liability; provided, that (a) nothing herein shall serve to limit or prohibit the Company’s (and after the Reorganization, Newco’s) right to pursue a claim against Parent for (i) legal relief against monies or other assets held by Parent outside the Trust Account or (ii) specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for Parent to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Parent Shareholder Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement, ) so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the Parent Stockholder Shareholder Redemptions and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in accordance with the future against Parent’s assets or funds that are not held in the Trust Agreement Account (including any funds that have been released from the Trust Account (except any such funds released in order to effectuate the Parent Shareholder Redemptions) and any assets that have been purchased or acquired with any such funds) (collectively, including subject to the foregoing limitations set forth in the foregoing proviso, sub-clauses (a) and (b) the “Released Claims”). The Company (and after the Reorganization, Newco)Company, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims that the Company (and after the Reorganization, Newco) or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with Parent or its Affiliates). The Company (and after the Reorganization, Newco) agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent and its Affiliates to induce Parent to enter into this Agreement, and the Company (and after the Reorganization, Newco) further intends and understands such waiver to be valid, binding and enforceable against the Company (and after the Reorganization, Newco) and each of its Affiliates under applicable Law.

No Claim Against Trust Account. Reference is made to the final prospectus of Parent, dated as of February 10, 2020, and filed with the SEC (File No. 333-235724) on February 10, 2020 (the “Prospectus”). Except as otherwise described in the Prospectus, monies from the Trust Account may be disbursed only: (a) to the public stockholders in the event they elect to redeem their Parent shares in connection with the consummation of Parent’s initial business combination (the “Business Combination”), (b) to the public stockholders if Parent fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO (which time period may be extended as described in the Prospectus), (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay income or other tax obligations, or (d) to Parent after or concurrently with the consummation of a Business Combination. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company (and after the Reorganization, Newco) Seller hereby irrevocably waives, agrees on behalf of itself and its Affiliatesaffiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account or permitted distributions therefrom in accordance with therefrom, or make any claim against the Trust AgreementAccount (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 Parent or its Representatives, on the one hand, and the Company (and after the Reorganization, Newco) Seller 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 liability; provided, that nothing herein shall serve liability (any and all such claims are collectively referred to limit or prohibit hereafter as the Company’s (and after the Reorganization, Newco’s) right to pursue a claim against Parent for (i) legal relief against monies or other assets held by Parent outside the Trust Account or (ii) specific performance or other equitable relief in connection with the consummation of the Transactions in accordance with the terms of this Agreement, so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the Parent Stockholder Redemptions in accordance with the Trust Agreement (collectively, including subject to the limitations set forth in the foregoing proviso, the “Released Claims”). The Company (and after the ReorganizationUnless specifically permitted by applicable law, Newco), Seller on behalf of itself and its Affiliates, affiliates hereby irrevocably waives any Released Claims that the Company (and after the Reorganization, Newco) Seller or any of its Affiliates affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with Parent or its Affiliatesaffiliates). The Company (and after the Reorganization, Newco) Seller agrees and acknowledges that such irrevocable waiver wavier is material to this Agreement and specifically relied upon by Parent and its Affiliates affiliates to induce Parent to enter into this Agreement, and the Company (and after the Reorganization, Newco) Seller further intends and understands such waiver to be valid, binding and enforceable against the Company (and after the Reorganization, Newco) Seller and each of its Affiliates affiliates under applicable Lawlaw. To the extent Seller 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 Parent or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Parent or its Representatives, Seller hereby acknowledges and agrees that the sole remedy of Seller and its affiliates shall be against funds held outside of the Trust Account and that such claim shall not permit Seller 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 Seller 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 Parent or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or Parent’s public stockholders, whether in the form of money damages or injunctive relief, Parent and its Representatives, as applicable, shall be entitled to recover from Seller and its affiliates the associated legal fees and costs in connection with any such action, in the event Parent or its Representatives, as applicable, prevails in such action or proceeding.

No Claim Against Trust Account. For and in consideration of Parent entering into this Agreement, the receipt and sufficiency of which is The Company hereby acknowledged, the Company (and after the Reorganization, Newco) hereby irrevocably waives, on behalf of itself and its Affiliates, notwithstanding anything to the contrary in this Agreement, any waives all right, title, interest or claim of any kind it has or may have in the future in or against Parent to any monies in collect from the Trust Account any monies that may be owed to it by Parent for any reason whatsoever, including but not limited to a breach of this Agreement by Parent or permitted distributions therefrom any negotiations, agreements or understandings with Parent (whether in accordance with the past, present or future), and will not seek recourse against the Trust Agreement, regardless of whether such claim arises as a result of, in connection with or relating in Account at any way to, this Agreement or time for any proposed or actual business relationship between Parent or its Representatives, on the one hand, and the Company (and after the Reorganization, Newco) 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 liabilityreason whatsoever; provided, that (a) nothing herein in this Section 6.7 shall serve to limit or prohibit the Company’s (and after the Reorganization, Newco’s) right to pursue a claim against Parent pursuant to this Agreement for (i) legal relief against monies or other assets of Parent or Merger Sub held by Parent outside of the Trust Account or (ii) Account, for specific performance or other equitable relief in connection with the consummation of the Transactions transactions contemplated hereby or for fraud and (b) nothing in accordance with the terms of this Agreement, so long as such claim would not affect Parent’s ability Section 6.7 shall serve to fulfill its obligation to effectuate the Parent Stockholder Redemptions in accordance with the Trust Agreement (collectively, including subject to the limitations set forth in the foregoing proviso, the “Released Claims”). The Company (and after the Reorganization, Newco), on behalf of itself and its Affiliates, hereby irrevocably waives limit or prohibit any Released Claims claims that the Company may have in the future pursuant to this Agreement against Parent’s or Merger Sub’s assets or funds that are not held in the Trust Account. Notwithstanding the foregoing, in the event this Agreement is terminated pursuant to any of Section 8.1(b) (but only if the Transactions have failed to close by the date specified therein because of Parent’s or Merger Sub’s breach of an obligation herein), Section 8.1(d) or Section 8.1(i), and after the Reorganization, Newco) Parent or any of its Affiliates may have Subsidiaries completes a Business Combination with another company, the Company shall not be prohibited from filing and pursuing a claim for damages in connection with this Agreement or the Transactions following consummation by Parent or any of its Subsidiaries of an alternative Business Combination, in each case against Parent, any of its Subsidiaries or any other Person that is party to such alternative Business Combination or any Affiliate thereof Furthermore, Parent and Merger Sub shall not execute any definitive agreement related to such Business Combination that (x) attempts to prevent the Trust Account (including Company from so filing or pursuing any distributions therefrom) now or in the future as a result ofsuch claim, or arising out of, any negotiations, contracts or agreements (y) permits the Person that survives such combination not to assume Parent and Merger Sub’s obligation for damages in connection with Parent or its Representatives this Agreement and the Transactions. This paragraph will survive this Agreement and will not seek recourse against expire and will not be altered in any way without the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach express written consent of any agreement with Parent or its Affiliates). The Company (and after the Reorganization, Newco) agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent and its Affiliates to induce Parent to enter into this Agreement, and the Company (and after the Reorganization, Newco) further intends and understands such waiver to be valid, binding and enforceable against the Company (and after the Reorganization, Newco) and each of its Affiliates under applicable LawCompany.

No Claim Against Trust Account. For and in consideration of Parent entering into this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Company (and after the Reorganization, Newco) hereby irrevocably waives, on behalf of itself and its Affiliates, notwithstanding anything to the contrary in this Agreement, any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account (and any monies therein) or permitted distributions therefrom in accordance with the Trust Agreementtherefrom, 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 Parent or its Representatives, on the one hand, and the Company (and after the Reorganization, Newco) 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 liability; provided, that (a) nothing herein shall serve to limit or prohibit the Company’s (and after the Reorganization, Newco’s) right to pursue a claim against Parent for (i) legal relief against monies or other assets held by Parent outside the Trust Account or (ii) specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for Parent to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Parent Stockholder Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement, ) so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the Parent Stockholder Redemptions and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in accordance with the future against Parent’s assets or funds that are not held in the Trust Agreement Account (including any funds that have been released from the Trust Account (except any such funds released in order to effectuate the Parent Stockholder Redemptions) and any assets that have been purchased or acquired with any such funds) (collectively, including subject to the foregoing limitations set forth in the foregoing proviso, sub-clauses (a) and (b) the “Released Claims”). The Company (and after the Reorganization, Newco)Company, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims that the Company (and after the Reorganization, Newco) or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts Contracts or agreements with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with Parent or its Affiliates). The Company (and after the Reorganization, Newco) agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent and its Affiliates to induce Parent to enter into this Agreement, and the Company (and after the Reorganization, Newco) further intends and understands such waiver to be valid, binding and enforceable against the Company (and after the Reorganization, Newco) and each of its Affiliates under applicable Law.

No Claim Against Trust Account. Reference is made to the IPO Prospectus. The Company and EUR each hereby represents and warrants that it has read the IPO Prospectus and understands that SPAC has established the Trust Account containing the proceeds of the IPO and the overallotment shares acquired by SPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public stockholders (including overallotment shares acquired by SPAC’s underwriters) (the “Public Stockholders”) and that SPAC may disburse monies from the Trust Account only in the express circumstances described in the IPO Prospectus. For and in consideration of Parent SPAC entering into this AgreementAgreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Company (and after the Reorganization, Newco) EUR hereby irrevocably waives, agrees on behalf of itself and its AffiliatesAffiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, EUR nor any of their respective Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account or permitted including any distributions therefrom in accordance with to the Public Stockholders, or make any claim against the Trust AgreementAccount including any distributions therefrom to the Public Stockholders, 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 Parent SPAC or any of its Representatives, on the one hand, and the Company (and after the ReorganizationCompany, Newco) EUR or its any of their respective 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 liability; provided, that nothing herein shall serve to limit or prohibit the Company’s (and after the Reorganization, Newco’s) right to pursue a claim against Parent for (i) legal relief against monies or other assets held by Parent outside the Trust Account or (ii) specific performance or other equitable relief in connection with the consummation of the Transactions in accordance with the terms of this Agreement, so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the Parent Stockholder Redemptions in accordance with the Trust Agreement liability (collectively, including subject to the limitations set forth in the foregoing proviso, the “Released Claims”). The Each of the Company (and after the Reorganization, Newco), EUR on behalf of itself and its Affiliates, Affiliates hereby irrevocably waives any Released Claims that the Company (and after the Reorganization, Newco) any such Party or any of its Affiliates may have against the Trust Account (including any distributions therefrom) therefrom to the Public Stockholders now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) therefrom to the Public Stockholders for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Parent SPAC or its Affiliates). The Company (and after the Reorganization, Newco) EUR each agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent SPAC and its Affiliates to induce Parent SPAC to enter into in this Agreement, and each of the Company (and after the Reorganization, Newco) EUR further intends and understands such waiver to be valid, binding and enforceable against the Company (and after the Reorganization, Newco) such Party and each of its Affiliates under applicable Applicable Law. To the extent that the Company or EUR or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, each of the Company and EUR hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account including any distributions therefrom to the Public Stockholders, or any amounts contained therein. In the event that the Company or EUR or any of their respective Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account including any distributions therefrom to the Public Stockholders, or the Public Stockholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from the Company, the EUR and their respective Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event SPAC or its Representatives, as applicable, prevails in such Action. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the Company’s and EUR’s right to pursue a claim against SPAC pursuant to this Agreement for legal relief against monies or other assets of SPAC held outside the Trust Account (other than distribution therefrom directly or indirectly to the Public Stockholders), or for specific performance or other equitable relief in connection with the transactions contemplated in this Agreement and the other Transaction Agreements. This Section 8.6 shall survive the termination of this Agreement.