Claims Against Trust Account. Reference is made to the final prospectus of the Buyer, dated as of April 8, 2021 and filed with the SEC (File No. 333-253166) on April 12, 2021 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that the Buyer 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 the Buyer’s public stockholders (including overallotment shares acquired by the Buyer’s underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Buyer may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Buyer Class A Common Stock in connection with the consummation of the Buyer’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Buyer fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any Taxes or (d) to the Buyer after or concurrently with the consummation of a Business Combination. For and in consideration of the Buyer 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 Affiliates 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 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 the Buyer, its Affiliates or its Representatives, on the one hand, and the Company, its Affiliates 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 (any and all such claims are collectively referred to hereafter as the “Released Claims”). The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Company 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 the Buyer, its Affiliates 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 this Agreement or any other agreement with the Buyer or its Affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Buyer and its Affiliates to induce the Buyer to enter in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable Law. To the extent the Company 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 the Buyer, its Affiliates or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Buyer, its Affiliates or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates (or any person claiming on any of their behalves 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 the Company 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 the Buyer, its Affiliates or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of the Buyer, whether in the form of money damages or injunctive relief, the Buyer, its Affiliates and its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action, in the event the Buyer, its Affiliates or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.
Appears in 1 contract
Samples: Business Combination Agreement (Aldel Financial Inc.)
Claims Against Trust Account. Reference is made to the final prospectus of the BuyerSMMC, dated as of April 8June 20, 2021 2019 and filed with the SEC (File Registration No. 333-253166231881) on April 12June 20, 2021 2019 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that the Buyer SMMC 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 the BuyerSMMC’s public stockholders (including overallotment shares acquired by the BuyerSMMC’s underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Buyer SMMC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Buyer SMMC Class A Common Stock pursuant to the Offer in connection with the consummation of the BuyerSMMC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Buyer SMMC fails to consummate a Business Combination within eighteen twenty-four (1824) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any Taxes Taxes, or (d) to the Buyer SMMC after or concurrently with the consummation of a Business Combination. For and in consideration of the Buyer SMMC 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 Affiliates 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 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 the Transaction Documents or any proposed or actual business relationship between the Buyer, its Affiliates SMMC or its Representatives, on the one hand, and the Company, its Affiliates 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 liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Company 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 negotiations or agreements Contracts with the Buyer, its Affiliates SMMC 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 this Agreement or any other agreement with the Buyer SMMC or its Affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Buyer SMMC and its Affiliates to induce the Buyer SMMC to enter in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable Law. To the extent the Company 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 the Buyer, its Affiliates SMMC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Buyer, its Affiliates SMMC or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates (or any person claiming on any of their behalves 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 the Company 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 the Buyer, its Affiliates SMMC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of the BuyerSMMC, whether in the form of money damages or injunctive relief, the Buyer, its Affiliates SMMC and its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action, in the event the Buyer, its Affiliates SMMC or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.. 68
Appears in 1 contract
Samples: Business Combination Agreement (South Mountain Merger Corp.)
Claims Against Trust Account. Reference is made to the final prospectus of the BuyerParent, dated as of April 8February 24, 2021 and filed with the SEC (File NoRegistration Nos. 333-253166252308 and 333-253478) on April 12February 26, 2021 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that the Buyer Parent 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 the BuyerParent’s public stockholders (including overallotment shares acquired by the BuyerParent’s underwriters underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Buyer Parent may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Buyer Class A Parent Common Stock in connection with the consummation of the BuyerParent’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Buyer Parent fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO, subject to extension by amendment to Parent’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts as necessary to pay any Taxes and up to $100,000 in dissolution expenses, or (d) to the Buyer Parent after or concurrently with the consummation of a Business Combination. For and in consideration of the Buyer Parent 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 Affiliates affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates 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 the Buyer, its Affiliates Parent or its Representatives, on the one hand, and the Company, its Affiliates 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 liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). The Company on behalf of itself and its Affiliates affiliates hereby irrevocably waives any Released Claims that the Company 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 the Buyer, its Affiliates 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 (including a Willful Breach) of this Agreement or any other agreement with the Buyer Parent or its Affiliatesaffiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Buyer Parent and its Affiliates affiliates to induce the Buyer Parent to enter in into this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates affiliates under applicable Law. To the extent the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Buyer, its Affiliates Parent or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Buyer, its Affiliates Parent or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliatesaffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates affiliates (or any person claiming on any of their behalves 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 the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Buyer, its Affiliates Parent or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of the BuyerParent, whether in the form of money damages or injunctive relief, the Buyer, its Affiliates Parent and its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates affiliates the associated legal fees and costs in connection with any such action, in the event the Buyer, its Affiliates Parent or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Isleworth Healthcare Acquisition Corp.)
Claims Against Trust Account. Reference is made to the final prospectus of the BuyerSMMC, dated as of April 8June 20, 2021 2019 and filed with the SEC (File Registration No. 333-253166231881) on April 12June 20, 2021 2019 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands that the Buyer SMMC 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 the BuyerSMMC’s public stockholders (including overallotment shares acquired by the BuyerSMMC’s underwriters the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Buyer SMMC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Buyer SMMC Class A Common Stock pursuant to the Offer in connection with the consummation of the BuyerSMMC’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Buyer SMMC fails to consummate a Business Combination within eighteen twenty-four (1824) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any Taxes Taxes, or (d) to the Buyer SMMC after or concurrently with the consummation of a Business Combination. For and in consideration of the Buyer SMMC 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 Affiliates 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 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 the Transaction Documents or any proposed or actual business relationship between the Buyer, its Affiliates SMMC or its Representatives, on the one hand, and the Company, its Affiliates 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 liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). The Company on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Company 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 negotiations or agreements Contracts with the Buyer, its Affiliates SMMC 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 this Agreement or any other agreement with the Buyer SMMC or its Affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Buyer SMMC and its Affiliates to induce the Buyer SMMC to enter in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under applicable Law. To the extent the Company 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 the Buyer, its Affiliates SMMC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Buyer, its Affiliates SMMC or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates (or any person claiming on any of their behalves 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 the Company 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 the Buyer, its Affiliates SMMC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of the BuyerSMMC, whether in the form of money damages or injunctive relief, the Buyer, its Affiliates SMMC and its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action, in the event the Buyer, its Affiliates SMMC or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.
Appears in 1 contract
Samples: Business Combination Agreement (BTRS Holdings Inc.)
Claims Against Trust Account. Reference is made to the final prospectus of the BuyerAcquiror, dated as of April 8January 12, 2021 2022 and filed with the SEC (File No. 333-253166254627) on April 12, 2021 (the “Prospectus”). The Company Stockholder, on behalf of itself and its subsidiaries, hereby represents and warrants that it has read the Prospectus and understands that the Buyer Acquiror has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares securities 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 the BuyerAcquiror’s public stockholders shareholders (including overallotment shares acquired by the BuyerAcquiror’s underwriters underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Buyer Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Buyer Class A Parent Common Stock in connection with the consummation of the BuyerAcquiror’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”), (b) or in connection with an extension a shareholder vote to amend the Parent MAA to (i) modify the substance and timing of its deadline Acquiror’s obligation to consummate allow a redemption in connection with the consummation of a Business Combination, (bii) to redeem 100% of the of the Parent Common Stock if Stockholder does not consummate a Business Combination within twenty-four (24) months after the closing of the IPO or (iii) with respect to any other provision relating to the Public Stockholders’ rights or pre-Business Combination activity, (c) to the Public Stockholders if the Buyer Acquiror fails to consummate a Business Combination within eighteen twenty-four (1824) months after the closing of the IPO, (cd) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any Taxes franchise or income taxes, for working capital, or up to $100,000 to pay dissolution expenses, or (de) to the Buyer Acquiror after or concurrently with the consummation of a Business Combination. For and in consideration of the Buyer Acquiror entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby Stockholder agrees on behalf of itself and its Affiliates affiliates that, notwithstanding anything to the contrary any other provision contained in this Agreement, neither the Company Stockholder nor any of its Affiliates affiliates do now or have, and shall not at any time hereafter have prior to the Effective Time have, any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromto, or make any claim against against, the Trust Account (including Fund or 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 the business relationship between the Buyer, Stockholder and its Affiliates or its Representatives, Representatives on the one hand, and the Company, Acquiror and its Affiliates or its Representatives, Representatives 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 hereafter in this Section 18 as the “Released Claims”). The Company Notwithstanding any other provision contained in this Agreement, the Stockholder on behalf of itself and its Affiliates affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates Claim it may have against the Trust Account (including any distributions therefrom) have, now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Buyer, its Affiliates or its Representatives and will not seek recourse against the Trust Account Fund (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with the Buyer Acquiror or its Affiliates)affiliates) in respect thereof. The Company Stockholder agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Buyer Acquiror and its Affiliates affiliates to induce the Buyer Acquiror to enter in this Agreement, and the Company Stockholder further intends and understands such waiver to be valid, binding and enforceable against the Company Stockholder and each of its Affiliates affiliates under applicable Law. To the extent the Company Stockholder or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Buyer, its Affiliates Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Buyer, its Affiliates Acquiror or its Representatives, the Company Stockholder hereby acknowledges and agrees that the CompanyStockholder’s and its Affiliatesaffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company Stockholder or its Affiliates affiliates (or any person claiming on any of their behalves 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 the Company 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 the Buyer, its Affiliates or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders of the Buyer, whether in the form of money damages or injunctive relief, the Buyer, its Affiliates and its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action, in the event the Buyer, its Affiliates or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely with respect to the obligations set forth in this Agreement.
Appears in 1 contract
Samples: Stockholder Support Agreement (Andretti Acquisition Corp.)
Claims Against Trust Account. Reference is made to the final prospectus of the BuyerParent, dated as of April 8January 12, 2021 2022 and filed with the SEC (File No. 333-253166254627) on April 12, 2021 (the “Prospectus”). The Company Company, on behalf of itself and its subsidiaries, hereby represents and warrants that it has read the Prospectus and understands that the Buyer Parent has established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares securities 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 the BuyerParent’s public stockholders shareholders (including overallotment shares acquired by the BuyerParent’s underwriters underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Buyer Parent may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Buyer Class A Parent Common Stock in connection with the consummation of the BuyerParent’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”), (b) or in connection with an extension a shareholder vote to amend the Parent MAA to (i) modify the substance and timing of its deadline the Parent’s obligation to consummate allow a redemption in connection with the consummation of a Business Combination, (bii) to redeem 100% of the of the Parent Common Stock if Parent does not consummate a Business Combination within twenty-four (24) months after the closing of the IPO or (iii) with respect to any other provision relating to the Public Stockholders’ rights or pre-Business Combination activity, (c) to the Public Stockholders if the Buyer Parent fails to consummate a Business Combination within eighteen twenty-four (1824) months after the closing of the IPO, (cd) with respect to any interest earned on the amounts held in the Trust Account, as amounts necessary to pay for any Taxes franchise or income taxes, for working capital, or up to $100,000 to pay dissolution expenses, or (de) to the Buyer Parent after or concurrently with the consummation of a Business Combination. For and in consideration of the Buyer Parent 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 Affiliates affiliates that, notwithstanding anything to the contrary any other provision contained in this Agreement, neither the Company nor any of its Affiliates affiliates do now or have, and shall not at any time hereafter have prior to the Effective Time have, any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefromto, or make any claim against against, the Trust Account (including Fund or 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 the business relationship between the Buyer, Company and its Affiliates or its Representatives, Representatives on the one hand, and the Company, Parent and its Affiliates or its Representatives, Representatives 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 hereafter in this Section 6.04 as the “Released Claims”). The Notwithstanding any other provision contained in this Agreement, the Company on behalf of itself and its Affiliates affiliates hereby irrevocably waives any Released Claims that the Company or any of its Affiliates Claim it may have against the Trust Account (including any distributions therefrom) have, now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Buyer, its Affiliates or its Representatives and will not seek recourse against the Trust Account Fund (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with the Buyer Parent or its Affiliates)affiliates) in respect thereof. The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Buyer Parent and its Affiliates affiliates to induce the Buyer Parent to enter in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates affiliates under applicable Law. To the extent the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Buyer, its Affiliates Parent or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Buyer, its Affiliates Parent or its Representatives, the Company hereby acknowledges and agrees that the Company’s and its Affiliatesaffiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its Affiliates affiliates (or any person claiming on any of their behalves 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 that the Company or any of its Affiliates affiliates commences any action or proceeding based upon, in connection with, relating to against or arising out of any matter relating to the Buyer, its Affiliates or its Representatives, which proceeding seeks, in whole or in part, relief against involving the Trust Account (including any distributions therefrom) or the Public Stockholders Fund in violation of the Buyerforegoing, whether in the form of money damages or injunctive relief, the Buyer, its Affiliates and its Representatives, as applicable, Parent shall be entitled to recover from the Company and its Affiliates the associated legal fees and costs in connection with any such action, in the event the Buyer, its Affiliates Parent or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph Section 6.04 shall survive indefinitely with respect to the obligations set forth in this Agreement. Notwithstanding anything to the contrary in this Section 6.04, any action by any non-controlled affiliate of the Company that, if taken by the Company or one of its controlled affiliates, would be a breach of this Section 6.04 shall constitute a breach of this Section 6.04 by the Company and for which the Company shall be liable.
Appears in 1 contract
Samples: Stockholder Support Agreement (Andretti Acquisition Corp.)
