Common use of Disclosure; Waiver Clause in Contracts

Disclosure; Waiver. As soon as practicable after execution of this Agreement (and in any event not later than 9:30 a.m., New York City time on the business day immediately following the date hereof), BLEU will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and any other material, nonpublic information that BLEU has provided to Investor at any time prior to such filing. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. XXXX agrees that the name of the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Sponsor or any of BLEU’s officers, directors, senior advisors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving BLEU, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that the Sponsor is relying on the truth of the representations set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Non Redemption Agreement and Assignment of Economic Interest (Bleuacacia LTD)

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Disclosure; Waiver. As soon as practicable practicable, but in no event later than one business day, after execution of this Agreement (and in any event not later than 9:30 a.m.Agreement, New York City time on the business day immediately following the date hereof), BLEU LOCC will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Form 8-K”) under the Exchange Act”), Act reporting the material terms of this Agreement and any other material, nonpublic information that BLEU has provided to Investor at any time prior to such filingAgreement. The parties to this Agreement shall cooperate with one another to assure ensure that such the disclosure included in the Form 8-K is accurate. XXXX LOCC agrees that the name of the investor Investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that both LOCC and the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against LOCC, the Sponsor or any of BLEU’s their respective officers, directors, senior advisorsmanagers, members, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving BLEULOCC, including without limitation, any claims arising under Rule 10-b(5) b5 of the Exchange Act; and (iii) is aware that the Sponsor is and LOCC are relying on the truth of the representations set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Non Redemption Agreement (Live Oak Crestview Climate Acquisition Corp.)

Disclosure; Waiver. As soon as practicable practicable, but in no event later than one business day, after execution of this Agreement (and in any event not later than 9:30 a.m.Agreement, New York City time on the business day immediately following the date hereof), BLEU Company will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting disclosing, to the extent not previously publicly disclosed, (a) all material terms of this Agreement the transactions contemplated hereby and (b) any other material, nonpublic material non-public information that BLEU the Sponsor, the Company, or any person acting on behalf of either has provided to Investor at any time prior to such filing. the filing of the Form 8-K. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. XXXX agrees that the name of the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Sponsor or any of BLEUACAB’s officers, directors, senior advisors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving BLEUACAB, including without limitation, any claims arising under Rule 10-b(5) of b under the Exchange Act; and (iii) is aware that the Sponsor is relying on the truth of the representations set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Non Redemption Agreement and Assignment of Economic Interest (Atlantic Coastal Acquisition Corp. II)

Disclosure; Waiver. As soon as practicable after execution of this Agreement (and in any event not later than 9:30 a.m., New York City time on the business day immediately following the date hereof), BLEU the Company will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms of this Agreement and of the transactions contemplated hereby and any other material, nonpublic information that BLEU CBRG has provided to Investor at any time prior to such filing. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. XXXX CBRG agrees that the name of the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that the Sponsor or CB Co-Investment, as applicable, may possess or have access to material non-public information which has not been communicated to the Investor; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Sponsor Sponsor, CB Co-Investment, CBRG or any of BLEUCBRG’s officers, directors, senior advisors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving BLEUCBRG, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that the Sponsor is and CB Co-Investment, as applicable, are relying on the truth of the representations set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Non Redemption Agreement and Assignment of Economic Interest (Chain Bridge I)

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Disclosure; Waiver. As soon as practicable practicable, but in no event later than one business day, after execution of this Agreement (and in any event not later than 9:30 a.m.Agreement, New York City time on the business day immediately following the date hereof), BLEU Company will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting disclosing, to the extent not previously publicly disclosed, (a) all material terms of this Agreement the transactions contemplated hereby and (b) any other material, nonpublic material non-public information that BLEU the Sponsor, the Company, or any person acting on behalf of either has provided to Investor at any time prior to such filing. the filing of the Form 8-K. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. XXXX agrees that the name of the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Sponsor or any of BLEUACAH’s officers, directors, senior advisors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving BLEUACAH, including without limitation, any claims arising under Rule 10-b(5) of b under the Exchange Act; and (iii) is aware that the Sponsor is relying on the truth of the representations set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Non Redemption Agreement and Assignment of Economic Interest (Atlantic Coastal Acquisition Corp.)

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