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 are hereby acknowledged, each of the Company and the Stockholder Representative hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to the Trust Account and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with Parent; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s or the Stockholder Representative’s right to pursue a claim against Parent pursuant to this Agreement for legal relief against monies or other assets of Parent held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions (so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate any Parent Stockholder Redemption) or for intentional fraud in the making of the representations and warranties in Article V; and (b) nothing herein shall serve to limit or prohibit any claims that the Company or the Stockholder Representative may have in the future pursuant to this Agreement against Parent’s assets or funds that are not held in the Trust Account.

No Claim Against Trust Account. Each of the Company, HoldCo, XxxXx, IntermediateCo and Merger Sub acknowledges that GF has established the Trust Account for the benefit of its public stockholders. For and in consideration of Parent GF entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the Company (on behalf of itself and the Stockholder Representative its Affiliates) hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to the Trust Account Account, and agrees not to seek recourse against the Trust Account or any funds distributed therefrom regardless of whether such right, title interest or claim of any kind arises as a result of, in connection with or arising out of, relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on Contract, tort, equity or any negotiationsother theory of legal liability. Notwithstanding the foregoing, contracts or agreements with Parent; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s or the Stockholder Representative’s right to pursue a claim against Parent GF pursuant to this Agreement for legal relief against monies or other assets of Parent GF held outside the Trust Account (other than distribution therefrom directly or indirectly to GF’s public stockholders), or for specific performance or other equitable relief in connection with the Transactions (so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate any Parent Stockholder Redemption) contemplated in this Agreement and the Transaction Agreements or for intentional fraud in the making of the representations and warranties in Article V; IV. The Company agrees and (b) nothing herein shall serve to limit or prohibit any claims acknowledges that the Company or the Stockholder Representative may have in the future pursuant such irrevocable waiver is material to this Agreement and specifically relied upon by GF to induce GF to enter this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against Parent’s assets or funds that are not held in the Trust AccountCompany. This Section 6.07 shall survive the termination of this Agreement for any reason.

No Claim Against Trust Account. For and in consideration of Parent entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the Company and the Stockholder Representative Seller hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to the Trust Account and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with Parent; provided provided, that: (a) nothing herein shall serve to limit or prohibit the Company’s or the Stockholder RepresentativeSeller’s right to pursue a claim against Parent pursuant to this Agreement for legal relief against monies or other assets of Parent held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions (so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate any Parent Stockholder Redemption) ), or for intentional fraud in the making of the representations and warranties in Article V; and (b) nothing herein shall serve to limit or prohibit any claims that the Company or the Stockholder Representative Seller may have in the future pursuant to this Agreement against Parent’s assets or funds that are not held in the Trust Account.

No Claim Against Trust Account. For and in consideration of Parent entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the Company and the Stockholder Representative hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to the Trust Account and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with Parent; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s or the Stockholder Representative’s right to pursue a claim against Parent pursuant to this Agreement for legal relief against monies or other assets of Parent held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions (so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate any Parent Stockholder Redemption) or for intentional fraud Fraud in the making of the representations and warranties in Article V; and (b) nothing herein shall serve to limit or prohibit any claims that the Company or the Stockholder Representative may have in the future pursuant to this Agreement against Parent’s assets or funds that are not held in the Trust Account.

No Claim Against Trust Account. For and in consideration of Parent SPAC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the Company and the Stockholder Representative Parties hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to the Trust Account and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with ParentSPAC; provided provided, that: (a) nothing herein shall serve to limit or prohibit the Company’s or the Stockholder Representativeany Company Party’s right to pursue a claim against Parent SPAC pursuant to this Agreement for legal relief against monies or other assets of Parent SPAC held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions (including a claim for SPAC 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 SPAC Share Redemptions) to the applicable Persons in accordance with the terms of this Agreement and the Trust Agreement) (so long as such claim would not affect ParentSPAC’s ability to fulfill its obligation to effectuate any Parent Stockholder SPAC Shareholder Redemption) or for intentional fraud in the making of the representations and warranties in Article V); and (b) nothing herein shall serve to limit or prohibit any claims or other Legal Proceedings that the any Company or the Stockholder Representative Party may have in the future pursuant to this Agreement against ParentSPAC’s assets or funds that are not held in the Trust AccountAccount (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds).