Common use of No Claim Against the Trust Account Clause in Contracts

No Claim Against the Trust Account. The UEC Parties acknowledge that they have read SPAC’s final prospectus, dated January 14, 2021 and other SPAC SEC Documents, the SPAC’s Organizational Documents and the Trust Agreement, and understands that SPAC has established the Trust Account described therein for the benefit of SPAC’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The UEC Parties further acknowledge that, if the Transactions, or, in the event of termination of this Agreement, another Business Combination, are not consummated by January 14, 2023 or such later date as approved by the holders of SPAC Shares to complete a Business Combination, SPAC will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, the UEC Parties hereby waive any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided that nothing herein shall serve to limit or prohibit the UEC Party’s right to pursue a claim against SPAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 9.14 for specific performance or other injunctive relief. This Section 6.6 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Merger Agreement (26 Capital Acquisition Corp.)

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No Claim Against the Trust Account. The UEC Parties acknowledge Company acknowledges that they have it has read SPAC’s final prospectus, dated January September 14, 2021 and other SEC Reports, SPAC SEC Organizational Documents, the SPAC’s Organizational Documents and the Trust Agreement, Agreement and understands that SPAC has established the Trust Account described therein for the benefit of SPAC’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The UEC Parties Company further acknowledge acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by January September 14, 2023 or such later date as approved by the holders stockholders of SPAC Shares to complete a Business Combination, SPAC will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, the UEC Parties Company hereby waive waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided provided, that nothing herein shall serve to limit or prohibit the UEC PartyCompany’s, the Company’s or the equityholders’ of the Company right to pursue a claim against SPAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 9.14 12.13 for specific performance or other injunctive relief. This Section 6.6 7.03 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Merger Agreement (CIIG Capital Partners II, Inc.)

No Claim Against the Trust Account. The UEC Parties acknowledge Company acknowledges that they have it has read SPAC’s final prospectus, dated January 14filed with the SEC on July 9, 2021 and other SEC Reports, the SPAC SEC Organizational Documents, the SPAC’s Organizational Documents and the Trust Agreement, Agreement and understands that SPAC has established the Trust Account described therein for the benefit of SPAC’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The UEC Parties Company further acknowledge acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by January 14July 12, 2023 (or such later date as approved by the holders October 12, 2023 if SPAC has an executed letter of SPAC Shares to complete intent, agreement in principle or definitive agreement for a Business CombinationCombination by July 12, 2023), SPAC will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, the UEC Parties Company (on behalf of itself and its controlled Affiliates) hereby waive waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This Section 7.04 shall survive the termination of this Agreement for any reason; provided provided, that nothing herein shall serve to limit or prohibit the UEC PartyCompany’s right to pursue a claim against SPAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 9.14 12.13 for specific performance or other injunctive relief. This Section 6.6 7.04 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Merger Agreement (AltC Acquisition Corp.)

No Claim Against the Trust Account. The UEC Parties acknowledge Sellers and each CorpAcq Party acknowledges that they have read SPAC’s final prospectus, dated January 14, 2021 CCVII is a blank check company with the power and other SPAC SEC Documents, the SPAC’s Organizational Documents and the Trust Agreementprivileges to effect a business combination, and understands that SPAC CCVII has established the Trust Account described therein in its SEC Reports, CCVII Organizational Documents, and the Trust Agreement for the benefit of SPACCCVII’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The UEC Parties Sellers and each CorpAcq Party further acknowledge acknowledges that, if the Transactions, or, in the event of termination of this Agreement, another Business Combination, are not consummated by January 14February 17, 2023 2024 or such later date as approved by the holders of SPAC Shares to complete a Business CombinationCCVII Stockholders, SPAC CCVII will be obligated to return to its shareholders the CCVII Stockholders the amounts being held in the Trust Account. Accordingly, the UEC Parties Sellers and each CorpAcq Party hereby waive any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by SPAC CCVII or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoeverwhatsoever including for any Willful Breach of this Agreement; provided provided, that nothing herein shall serve to limit or prohibit the UEC Party’s Company’s, CorpAcq Holdco’s, Sellers’ or Sellers’ direct or indirect equityholders’ right to pursue a claim against SPAC CCVII or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 9.14 12.13 for specific performance or other injunctive relief. This Section 6.6 7.03 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Merger Agreement (Churchill Capital Corp VII)

No Claim Against the Trust Account. The UEC Parties acknowledge Company acknowledges that they have it has read SPAC’s final prospectus, dated January 14filed with the SEC on July 31, 2021 2020 and other SEC Reports, the SPAC SEC Organizational Documents, the SPAC’s Organizational Documents and the Trust Agreement, Agreement and understands that SPAC has established the Trust Account described therein for the benefit of SPAC’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The UEC Parties Company further acknowledge acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by January 14August 3, 2023 2022 (or such later date as approved by the holders November 3, 2022 if SPAC has an executed letter of SPAC Shares to complete intent, agreement in principle or definitive agreement for a Business CombinationCombination by August 3, 2022), SPAC will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, the UEC Parties Company (on behalf of itself and its controlled Affiliates) hereby waive waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever. This ‎Section 7.04 shall survive the termination of this Agreement for any reason; provided provided, that nothing herein shall serve to limit or prohibit the UEC PartyCompany’s right to pursue a claim against SPAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 9.14 ‎Section 12.13 for specific performance or other injunctive relief. This Section 6.6 ‎Section 7.04 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Merger Agreement (Churchill Capital Corp IV)

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No Claim Against the Trust Account. The UEC Parties acknowledge Company acknowledges that they have it has read SPACAAC’s final prospectus, dated January 14March 1, 2021 2020 and other SPAC SEC Reports, the AAC Organizational Documents, the SPAC’s Organizational Documents and the Trust Agreement, Agreement and understands that SPAC AAC has established the Trust Account described therein for the benefit of SPACAAC’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The UEC Parties Company further acknowledge that, if the Transactionstransactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by January 14March 2, 2023 or such later date as approved by the holders shareholders of SPAC Shares AAC to complete a Business Combination, SPAC AAC will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, the UEC Parties Company hereby waive waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by SPAC AAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided that nothing herein shall serve to limit or prohibit the UEC PartyCompany’s or the equityholders’ of the Company’s right to pursue a claim against SPAC AAC or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 9.14 12.13 for specific performance or other injunctive relief. This Section 6.6 7.03 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Business Combination Agreement (Austerlitz Acquisition Corp I)

No Claim Against the Trust Account. The UEC Parties acknowledge Protected acknowledges that they have it has read SPACTrebia’s final prospectus, dated January 14June 18, 2021 2020 and other SPAC SEC Reports, the Trebia Organizational Documents, the SPAC’s Organizational Documents and the Trust Agreement, Agreement and understands that SPAC Trebia has established the Trust Account described therein for the benefit of SPACTrebia’s public shareholders stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The UEC Parties Protected further acknowledge acknowledges that, if the Transactionstransactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by January 14June 19, 2023 2022 or such later date as approved by the holders stockholders of SPAC Shares Trebia to complete a Business Combination, SPAC Trebia will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. Accordingly, the UEC Parties Protected hereby waive waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by SPAC Trebia or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided provided, that nothing herein shall serve to limit or prohibit the UEC PartyProtected’s right to pursue a claim against SPAC Trebia or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 9.14 15.13 for specific performance or other injunctive relief. This Section 6.6 10.03 shall survive the termination of this Agreement for any reason.

Appears in 1 contract

Samples: Business Combination Agreement (Trebia Acquisition Corp.)

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