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

No Claim Against the Trust Account. The Company acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination (as defined in the Certificate of Incorporation), are not consummated by September 14, 2022 or such later date as approved by Pre-Closing SPAC Holders to complete a Business Combination, SPAC will be obligated to return to its Pre-Closing SPAC Holders the amounts being held in the Trust Account. For and in consideration of SPAC 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 and Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of the Company, its Affiliates nor any of its Representatives does now or shall at any time 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 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 SPAC or any of its Representatives, on the one hand, and, the Company, its Affiliates or any of 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 “Trust Account Released Claims”). The Company, on its own behalf and on behalf of its Affiliates and Representatives, hereby irrevocably waives any Trust Account Released Claims that it or any of its Affiliates or Representatives 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 or Contracts with SPAC 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 any agreement with SPAC or its Affiliates); provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against SPAC, Merger Sub or any other Person for legal relief against monies or other assets of SPAC or Merger Sub held outside of the Trust Account (including any monies that are released from the Trust Account) or for specific performance or other equitable relief in connection with the Transactions.

No Claim Against the Trust Account. The Company and Holdings each acknowledges that it has read Acquiror’s final prospectus, dated February 8, 2021 and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement, and (b) it understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company and Holdings each further acknowledges that, if the transactions contemplated by this AgreementTransactions, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Certificate of Incorporation)Combination, are not consummated by September 14February 8, 2022 2023 or such later date as approved by Pre-Closing SPAC Holders the stockholders of Acquiror to complete a Business Combination, SPAC Acquiror will be obligated to return to its Pre-Closing SPAC Holders stockholders the amounts being held in the Trust Account. For and in consideration Accordingly, notwithstanding any other provision of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency each of which is hereby acknowledged, the Company hereby agrees and Holdings (on behalf of itself and its Affiliates Affiliates) hereby (i) agrees that it does not now have, and Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of the Company, its Affiliates nor any of its Representatives does now or shall not at any time prior to the Second Effective Time have have, any rightclaim to, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or and shall not make any claim against against, the Trust Account (including any distributions therefrom)Account, 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 SPAC or any of its RepresentativesAcquiror, on the one hand, and, and the Company, its Affiliates or any of its RepresentativesCompany and Holdings, 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 8.04 as the “Trust Account Released Claims”). The Company, on its own behalf and on behalf of its Affiliates and Representatives, hereby (ii) irrevocably waives any past, present or future Claims of any kind against, and any right to access, the Trust Account, or to collect from the Trust Account Released Claims any monies that it may be owed to them by Acquiror or any of its Affiliates or Representatives may have against the Trust Account (including for any distributions therefrom) now or in the future as a result ofreason whatsoever, or arising out of, any negotiations or Contracts with SPAC or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever (including whatsoever. This Section 8.04 shall survive the termination of this Agreement for an alleged breach of any agreement with SPAC or its Affiliates)reason; provided, however, provided that the foregoing waiver will not nothing in this Section 8.04 shall serve to limit or prohibit the Company from pursuing Company’s or Holdings’ right to pursue a claim against SPAC, Merger Sub Acquiror or any other Person of its Affiliates for legal relief against monies or other assets of SPAC or Merger Sub held outside of the Trust Account (including any monies that are released from and after the Trust Accountconsummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 13.13 for specific performance or other equitable relief in connection with injunctive relief. This Section 8.04 shall survive the Transactionstermination of this Agreement for any reason.

No Claim Against the Trust Account. The Company and Topco each acknowledges that it has read Acquiror’s final prospectus, dated July 15, 2019 and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company and Topco further acknowledges that, if the transactions contemplated by this AgreementTransactions, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Certificate of Incorporation)Combination, are not consummated by September 14July 15, 2022 2021 or such later date as approved by Pre-Closing SPAC Holders the stockholders of Acquiror to complete a Business Combination, SPAC Acquiror will be obligated to return to its Pre-Closing SPAC Holders stockholders the amounts being held in the Trust Account. For and in consideration of SPAC entering into this AgreementAccordingly, 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 and Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, none each of the CompanyCompany and Topco (on behalf of itself and their respective Affiliates, its Affiliates nor Representatives and equityholders) hereby irrevocably waives any of its Representatives does now past, present or shall at any time prior to the Effective Time have any future 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 SPAC or any of its Representatives, on the one hand, and, the Company, its Affiliates or any of 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 (liability) of any kind against, and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). The Company, on its own behalf and on behalf of its Affiliates and Representatives, hereby irrevocably waives any right to access, the Trust Account, the Trustee and Acquiror, or to collect from the Trust Account Released Claims any monies that it may be owed to them by Acquiror or any of its Affiliates or Representatives may have against the Trust Account (including for any distributions therefrom) now or in the future as a result ofreason whatsoever, or arising out of, any negotiations or Contracts with SPAC or its Representatives and will not seek recourse against the Trust Account (including at any distributions therefrom) time for any reason whatsoever (including whatsoever. This Section 6.03 shall survive the termination of this Agreement for an alleged breach of any agreement with SPAC or its Affiliates); providedreason. Notwithstanding the foregoing, however, that the foregoing waiver will not nothing herein shall serve to limit or prohibit the Company from pursuing Company’s or Topco’s right to pursue a claim against SPAC, Merger Sub or any other Person Acquiror for legal relief against monies or other assets of SPAC or Merger Sub Acquiror held outside of the Trust Account (including any monies assets that are have been purchased or acquired with any funds that have been released from the Trust Account) or pursuant to Section 11.13 for specific performance or other equitable relief in connection with the Transactionsinjunctive relief.

No Claim Against the Trust Account. The Company acknowledges that it has read Buyer’s final prospectus, dated December 7, 2020 and other SEC Reports, the Buyer Organizational Documents, and the Trust Agreement and understands that Buyer has established the Trust Account described therein for the benefit of Buyer’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. The Company further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination (as defined in the Certificate of Incorporation)Combination, are not consummated by September 1410, 2022 or such later date as approved by Pre-Closing SPAC Holders the stockholders of Buyer to complete a Business Combination, SPAC Buyer will be obligated to return to its Pre-Closing SPAC Holders stockholders the amounts being held in the Trust Account. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedAccordingly, the Company hereby agrees (on behalf of itself and its controlled Affiliates) hereby irrevocably waives any past, present or future claim of any kind against, and any right to access, the Trust Account (including any distributions therefrom) or to collect from the Trust Account any monies that may be owed to them by Buyer or any of its Affiliates for any reason whatsoever, and Representatives thatwill not seek recourse against the Trust Account (or distributions therefrom) at any time for any reason whatsoever; provided, notwithstanding that nothing herein shall serve to limit or prohibit the foregoing Company’s right to pursue a claim against Buyer or anything 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 the contrary Section 12.13 for specific performance or other injunctive relief. The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Buyer to induce it to enter in this Agreement, none and the Company further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent the Company commences any Action based upon, in connection with, relating to or arising out of any matter relating to Buyer, which seeks, in whole or in part, monetary relief against Buyer, the Company hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company (or any party claiming on the Company’s behalf or in lieu of the Company, its Affiliates nor any of its Representatives does now or shall at any time 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 therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of) or any amounts contained therein. In the event the Company commences any Action based upon, in connection with with, relating to or arising out of any matter relating to Buyer, which seeks, in any way towhole or in part, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and, the Company, its Affiliates or any of 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 “Trust Account Released Claims”). The Company, on its own behalf and on behalf of its Affiliates and Representatives, hereby irrevocably waives any Trust Account Released Claims that it or any of its Affiliates or Representatives may have relief against the Trust Account (including any distributions therefrom) now or the stockholders of Buyer, whether in the future as a result ofform of money damages or injunctive relief, or arising out of, any negotiations or Contracts with SPAC 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 any agreement with SPAC or its Affiliates); provided, however, that the foregoing waiver will not limit or prohibit Buyer shall be entitled to recover from the Company from pursuing a claim against SPAC, Merger Sub or any other Person for the associated legal relief against monies or other assets of SPAC or Merger Sub held outside of the Trust Account (including any monies that are released from the Trust Account) or for specific performance or other equitable relief fees and costs in connection with any such action, in the Transactionsevent Buyer prevails in such action or proceeding. This Section 7.04 shall survive the termination of this Agreement for any reason.