Claims Against Trust Account. Each Company agrees that, notwithstanding any other provision contained in this Agreement, such Company does not now have, and shall not at any time prior to the Umbrella Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between such Company, on the one hand, and SPAC, 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 10.14 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each Company hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit such Company from pursuing a claim against the SPAC or any other person for legal relief against monies or other assets of SPAC held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions. In the event that any Company commences any Action against or involving the Trust Fund in violation of the foregoing, SPAC shall be entitled to recover from such Company the associated reasonable legal fees and costs in connection with any such Action, in the event SPAC prevails in such Action.
Appears in 1 contract
Samples: Business Combination Agreement (Cartesian Growth Corp)
Claims Against Trust Account. Each The Company agrees that, notwithstanding any other provision contained in this Agreement, such the Company does not now have, and shall not at any time prior to the Umbrella Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between such Company, the Company on the one hand, and SPAC, LOKB 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 10.14 7.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each the Company hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit such the Company from pursuing a claim against the SPAC LOKB, Merger Sub or any other person for legal relief against monies or other assets of SPAC LOKB or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions. In the event that any the Company commences any Action against or involving the Trust Fund in violation of the foregoing, SPAC LOKB shall be entitled to recover from such the Company the associated reasonable legal fees and costs in connection with any such Action, in the event SPAC LOKB prevails in such Action.
Appears in 1 contract
Samples: Business Combination Agreement (Live Oak Acquisition Corp II)
Claims Against Trust Account. Each the Company agrees that, notwithstanding any other provision contained in this Agreement, such the Company does not now have, and shall not at any time prior to the Umbrella Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between such or among the Company, on the one hand, and SPACParent, 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 10.14 7.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each the Company hereby irrevocably waives any Claim it may have, now or in the future (in each case, however, prior to the consummation of the Transactions) and agrees that it will not seek recourse against the Trust Fund for any reason whatsoever in respect thereofof any Claim; provided, however, that the foregoing waiver will not limit or prohibit such the Company from (a) pursuing a claim against the SPAC or any other person for legal relief against monies or other assets of SPAC held outside of the Trust Account or Parent pursuant to this Agreement for specific performance or other equitable relief in connection with the TransactionsTransactions or (b) pursuing any Claims that the Company may have against Parent’s assets or funds that are not held in the Trust Account. In the event that any the Company commences any Action or Proceeding against or involving the Trust Fund in violation of the foregoing, SPAC Parent shall be entitled to recover from such Company Party the associated reasonable legal fees and costs in connection with any such Action, in the event SPAC Parent prevails in such Action.
Appears in 1 contract
Samples: Business Combination Agreement (Social Leverage Acquisition Corp I)
Claims Against Trust Account. Each The Company agrees that, notwithstanding any other provision contained in this Agreement, such the Company does not now have, and shall not at any time prior to the Umbrella Merger Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between such Company, the Company on the one hand, and SPAC, Goldenstone 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 10.14 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each the Company hereby irrevocably waives any Claim it they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, howeverthat, that for the avoidance of doubt, the foregoing waiver will not limit or prohibit such the Company from pursuing a claim against the SPAC Goldenstone, Merger Sub or any other person for legal relief against monies or other assets of SPAC Goldenstone or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions. In the event that any the Company commences any Action action or proceeding against or involving the Trust Fund in violation of the foregoing, SPAC Goldenstone shall be entitled to recover from such the Company the associated reasonable legal fees and costs in connection with any such Actionaction, in the event SPAC Goldenstone prevails in such Actionaction or proceeding.
Appears in 1 contract
Samples: Business Combination Agreement (Goldenstone Acquisition Ltd.)