Common use of Claims Against the Trust Account Clause in Contracts

Claims Against the Trust Account. (a) Each of TRTL Parent, TRTL Merger Sub and the Company understands that, except for a portion of the interest earned on the amounts held in the Trust Account, TRTL may disburse monies from the Trust Account only: (i) to its public stockholders who exercise their redemption rights pursuant to the Certificate of Incorporation or in the event of the dissolution and liquidation of TRTL, (ii) to TRTL (less TRTL’s deferred underwriting compensation only) after TRTL consummates a Business Combination, (iii) in any amounts necessary to pay any taxes and for working capital purposes or (iv) as consideration to the sellers of a target business with which TRTL completes a Business Combination. (b) The Company agrees that the Company does not now have, and shall not at any time prior to the Second Effective Time have, any claim to, or make any claim against, the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company, on the one hand, and TRTL, TRTL Parent and TRTL Merger Sub 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 (any and all such claims are collectively referred to in this Section 9.7(b) as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim it may have, now or in the future, and will not seek recourse against the Trust Account. In the event that the Company commences any Action based upon, in connection with, relating to or arising out of any matter relating to TRTL, which proceeding seeks, in whole or in part, relief against the Trust Account or the public stockholders of TRTL, in the form of money damages in violation of this Section 9.7(b), TRTL shall be entitled to recover from the Company the associated legal fees and costs in connection with any such action, in the event TRTL prevails in such action or proceeding.

Appears in 2 contracts

Samples: Business Combination Agreement (Terrapin 3 Acquisition Corp), Business Combination Agreement (Terrapin 3 Acquisition Corp)

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Claims Against the Trust Account. (a) Each of TRTL ParentNewco, TRTL Merger Sub and the Company understands that, except for a portion of the interest earned on the amounts held in the Trust Account, TRTL Boulevard may disburse monies from the Trust Account only: (i) to its public stockholders who exercise their redemption rights pursuant to the Certificate of Incorporation or in the event of the dissolution and liquidation of TRTLBoulevard, (ii) to TRTL Boulevard (less TRTL’s deferred underwriting compensation the Deferred Underwriting Commission only) after TRTL Boulevard consummates a Business Combination, Combination or (iii) in any amounts necessary to pay any taxes and for working capital purposes or (iv) as consideration to the sellers of a target business with which TRTL Boulevard completes a Business Combination. (b) The Each of Newco, Merger Sub and the Company agrees that none of Newco, Merger Sub or the Company does not (or any of their Subsidiaries or representatives) now havehas, and shall not at any time prior to the Second Effective Time have, any claim to, or make any claim against, the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Newco, Merger Sub and the Company, on the one hand, and TRTL, TRTL Parent and TRTL Merger Sub Boulevard 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 (any and all such claims are collectively referred to in this Section 9.7(b10.7(b) as the "Trust Account Claims"). Notwithstanding any other provision contained in this Agreement, each of Newco, Merger Sub and the Company hereby irrevocably waives waives, on its behalf and on behalf of their Subsidiaries, any Trust Account Claim it may have, now or in the future, and will not seek recourse against the Trust Account. In the event that any of Newco, Merger Sub and the Company (or any of their Subsidiaries or representatives) commences any Action based upon, in connection with, relating to or arising out of any matter relating to TRTL, which proceeding seeks, in whole or in part, relief against the Trust Account or the public stockholders of TRTL, in the form of money damages in violation of this Section 9.7(b), TRTL shall be entitled to recover from the Company the associated legal fees and costs in connection with any such action, in the event TRTL prevails in such action or proceeding.of

Appears in 1 contract

Samples: Business Combination Agreement (Boulevard Acquisition Corp. Ii)

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Claims Against the Trust Account. (a) Each of TRTL ParentNewco, TRTL Merger Sub and the Company understands that, except for a portion of the interest earned on the amounts held in the Trust Account, TRTL Boulevard may disburse monies from the Trust Account only: (i) to its public stockholders who exercise their redemption rights pursuant to the Certificate of Incorporation or in the event of the dissolution and liquidation of TRTLBoulevard, (ii) to TRTL Boulevard (less TRTL’s deferred underwriting compensation the Deferred Underwriting Commission only) after TRTL Boulevard consummates a Business Combination, Combination or (iii) in any amounts necessary to pay any taxes and for working capital purposes or (iv) as consideration to the sellers of a target business with which TRTL Boulevard completes a Business Combination. (b) The Each of Newco, Merger Sub and the Company agrees that none of Newco, Merger Sub or the Company does not (or any of their Subsidiaries or representatives) now havehas, and shall not at any time prior to the Second Effective Time have, any claim to, or make any claim against, the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Newco, Merger Sub and the Company, on the one hand, and TRTL, TRTL Parent and TRTL Merger Sub Boulevard 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 (any and all such claims are collectively referred to in this Section 9.7(b10.7(b) as the “Trust Account Claims”). Notwithstanding any other provision contained in this Agreement, each of Newco, Merger Sub and the Company hereby irrevocably waives waives, on its behalf and on behalf of their Subsidiaries, any Trust Account Claim it may have, now or in the future, and will not seek recourse against the Trust Account. In the event that any of Newco, Merger Sub and the Company (or any of their Subsidiaries or representatives) commences any Action based upon, in connection with, relating to or arising out of any matter relating to TRTLBoulevard, which proceeding seeks, in whole or in part, relief against the Trust Account or the public stockholders of TRTLBoulevard, in the form of money damages in violation of this Section 9.7(b10.7(b), TRTL Boulevard shall be entitled to recover from the Company the associated legal fees and costs in connection with any such action, in the event TRTL Boulevard prevails in such action or proceeding.

Appears in 1 contract

Samples: Business Combination Agreement (Boulevard Acquisition Corp. Ii)

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