Common use of No Claim Against Trust Account Clause in Contracts

No Claim Against Trust Account. The Company and each that JAC has established the Trust Account for the benefit of JAC’s public shareholders and that prior to the Closing, JAC may disburse monies from the Trust Account only (a) to JAC’s public shareholders in the event they elect to have their shares redeemed in accordance with JAC’s Charter Documents and/or the liquidation of JAC and (b) to pay income and franchise tax obligations from interest income earned in the Trust Account. The Company and Stockholder further acknowledge that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by July 2, 2019 (as such date may be extended by a vote of JAC’s stockholders), JAC will be obligated to return to its shareholders the amounts being held in the Trust Account, unless such date is otherwise extended to a later date pursuant to the terms of the Certificate of Incorporation. Accordingly, the Company and each Stockholder, for each of itself, himself, herself and the subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors of the Company and all other associates and Affiliates, hereby waive all rights, title, interest or claim of any kind against JAC to collect from the Trust Account any monies that may be owed to them by JAC for any reason whatsoever, including a breach of this Agreement by JAC or any negotiations, agreements or understandings with JAC (whether in the past, present or future), and will not seek recourse against the Trust Account at any time for any reason whatsoever, in each case except as expressly contemplated by this Agreement (including the remedies provided in Section 10.12). This paragraph will survive the termination of this Agreement for any reason.

No Claim Against Trust Account. The Each of the Company and each the Stockholder Representative acknowledge that JAC Parent has established the Trust Account Account, which holds the proceeds of its initial public offering, for the benefit of JAC’s its public shareholders stockholders. For and that prior to the Closing, JAC may disburse monies from the Trust Account only (a) to JAC’s public shareholders in the event they elect to have their shares redeemed in accordance with JAC’s Charter Documents and/or the liquidation consideration of JAC and (b) to pay income and franchise tax obligations from interest income earned in the Trust Account. The Company and Stockholder further acknowledge that, if the transactions contemplated by Parent entering into this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by July 2, 2019 (as such date may be extended by a vote of JAC’s stockholders), JAC will be obligated to return to its shareholders the amounts being held in the Trust Account, unless such date is otherwise extended to a later date pursuant to the terms of the Certificate of Incorporation. Accordinglyand for other good and valuable consideration, the Company receipt and sufficiency of which are hereby acknowledged, each Stockholder, for each of itself, himself, herself and the subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors of the Company and all other associates the Stockholder Representative, each for itself and Affiliatesits respective Affiliates it has the authority to bind, hereby waive all rightsagrees it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind against JAC in or to collect from any assets in the Trust Account any monies that may be owed (or distributions therefrom to them by JAC for any reason whatsoever, including a breach (i) the holders of this Agreement by JAC or any negotiations, agreements or understandings with JAC Parent Class B Common Stock upon the Parent Stockholder Redemption and (whether ii) the underwriters of Parent’s initial public offering in respect of their deferred underwriting commissions held in the pastTrust Account, present or futurein each case as set forth in the Trust Agreement (collectively, the “Trust Distributions”)), and will hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to the Trust Account (including the Trust Distributions) and agrees not to seek recourse against the Trust Account at or any time funds distributed therefrom (including the Trust Distributions) for any reason whatsoever. The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent to induce 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 their respective Affiliates that it has the authority to bind under applicable Legal Requirements. To the extent the Company or any of its Affiliates that it has the authority to bind commences any Legal Proceeding against Parent or any of its Affiliates based upon, in connection with, relating to or arising out of any matter relating to Parent, its Affiliates or its Representatives, which Legal Proceeding seeks, in whole or in part, monetary relief against Parent, its Affiliates or its Representatives, the Company hereby acknowledges and agrees that each case except as expressly contemplated by this Agreement of the Company’s and such Affiliates’ sole remedy shall be against assets of Parent or such Affiliate or Representatives not in the Trust Account and that such claim shall not permit the Company or such Affiliates (or any Person claiming on any of their behalves) to have any claim against the Trust Account (including the remedies provided Trust Distributions) or any amounts contained in Section 10.12). This paragraph will survive the termination of this Agreement for any reasonTrust Account while in the Trust Account.

No Claim Against Trust Account. The Notwithstanding anything else in this Agreement, the Company and each Stockholder acknowledge that they have read the Prospectus and understand that JAC has established the Trust Account for the benefit of JAC’s public shareholders and that prior to the Closing, JAC may disburse monies from the Trust Account only (a) to JAC’s public shareholders in the event they elect to have their shares redeemed in accordance with JAC’s Charter Documents and/or the liquidation of JAC and (b) to pay income and franchise tax obligations from interest income earned in the Trust Account. The Company and Stockholder further acknowledge that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by July 2September 3, 2019 2018 (as such date may be extended by a vote of JAC’s stockholders), JAC will be obligated to return to its shareholders the amounts being held in the Trust Account, unless such date is otherwise extended to a later date pursuant to the terms of the Certificate of Incorporation. Accordingly, the Company and each Stockholder, for each of itself, himself, herself and the subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors of the Company and all other associates and Affiliates, hereby waive all rights, title, interest or claim of any kind against JAC to collect from the Trust Account any monies that may be owed to them by JAC for any reason whatsoever, including a breach of this Agreement by JAC or any negotiations, agreements or understandings with JAC (whether in the past, present or future), and will not seek recourse against the Trust Account at any time for any reason whatsoever, in each case except as expressly contemplated by this Agreement (including the remedies provided in Section 10.12). This paragraph will survive the termination of this Agreement for any reason.

No Claim Against Trust Account. The Company SM Parties have read (a) the Investment Management Trust Agreement, dated as of November 19, 2007, by and each between Ideation and the Trustee named therein filed as an exhibit to the Ideation Registration Statement, and (b) Ideation’s Amended and Restated Certificate of Incorporation, as amended from time to time (collectively, the “Ideation Disclosure”). The SM Parties acknowledge and understand that JAC (i) Ideation is a special purpose acquisition corporation, (ii) Ideation has established the Trust Account (as defined in the Ideation Disclosure, the “Trust Account”) for the benefit of JAC’s its public shareholders stockholders and that prior to the Closing, JAC may disburse monies from the Trust Account only as described in the Ideation Disclosure, and (aiii) to JAC’s public shareholders in the event they elect to have their shares redeemed in accordance with JAC’s Charter Documents and/or the liquidation of JAC and an Initial Business Combination (b) to pay income and franchise tax obligations from interest income earned as defined in the Trust Account. The Company and Stockholder further acknowledge that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business CombinationIdeation Disclosure) are is not consummated for any reason by July 2November 19, 2019 2009 (as such date may be extended by a vote absent an amendment to Ideation’s amended and restated certificate of JAC’s stockholdersincorporation), JAC Ideation will be obligated to return to its shareholders stockholders the amounts being held in the Trust Account. In accordance with foregoing, unless such date is otherwise extended to a later date pursuant each of the SM Parties acknowledges and agrees that notwithstanding any provision to the terms of the Certificate of Incorporation. Accordinglycontrary set forth in this Agreement, the Company it does not have and each Stockholder, for each of itself, himself, herself and the subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors of the Company and all other associates and Affiliates, hereby waive all rightswill not have any right, title, interest or claim (collectively the “Claims”) of any kind against JAC or nature, in or to collect from any monies held in the Trust Account, hereby waives any and all Claims to any monies held in the Trust Account that any monies that SM Party may be owed have or seek to them by JAC for have in the future (including, but not limited to, any reason whatsoeverClaims arising as a result of the termination of this Agreement pursuant to Article XV, including a any breach of this Agreement by JAC any Ideation Party, or any negotiations, agreements or understandings with JAC (whether in the past, present or future), otherwise) and will not seek recourse against the Trust Account at any time for any reason whatsoever, in each case except as expressly contemplated by this Agreement (including the remedies provided in Section 10.12). This paragraph will survive the termination of this Agreement for any reason.

No Claim Against Trust Account. The Seller and the Company have read a copy of Buyer’s Registration Statement on Form S-1 (SEC File No. 333-138565), as declared effective by the SEC on May 24, 2007 (the “Buyer Prospectus”). Seller understands that Buyer is a special purpose company formed for the sole purpose of consummating a “business combination” and each that JAC Buyer has established a trust account at XX Xxxxxx Xxxxx NY Bank (the “Trust Account”), maintained by Continental Stock & Transfer Company acting as trustee, initially in the amount of $263,960,000 and thereafter increased by any earned and accrued interest thereon and decreased by any applicable state or federal taxes thereon (collectively, the “Trust Assets”). Seller acknowledges that the Trust Account Assets are to be held for the benefit of JACBuyer’s public shareholders stockholders and that either distributed as part of the consummation of a business combination between Buyer and a business entity or entities meeting certain requirements or returned to Buyer’s stockholders. Seller and the Company agree that, notwithstanding any other provision contained in this Agreement, Seller and the Company do not now have, and shall not at any time prior to the ClosingClosing have, JAC may disburse monies from the Trust Account only (a) to JAC’s public shareholders in the event they elect to have their shares redeemed in accordance with JAC’s Charter Documents and/or the liquidation of JAC and (b) to pay income and franchise tax obligations from interest income earned in the Trust Account. The Company and Stockholder further acknowledge thatany claim to, if the transactions contemplated by this Agreement (oror make any claim against, upon termination of this Agreement, another Business Combination) are not consummated by July 2, 2019 (as such date may be extended by a vote of JAC’s stockholders), JAC will be obligated to return to its shareholders the amounts being held in the Trust Account, unless regardless of whether such date is otherwise extended claim arises as a result of, in connection with or relating in any way to, the business relationship between Seller and the Company, on the one hand, and Buyer, 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 a later date pursuant as the “Claims”). Notwithstanding any other provision contained in this Agreement, Seller and the Company hereby irrevocably waive any Claim they may have, now or in the future (in each case, however, prior to the terms of the Certificate of Incorporation. Accordingly, the Company and each Stockholder, for each of itself, himself, herself and the subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors of the Company and all other associates and Affiliates, hereby waive all rights, title, interest or claim of any kind against JAC to collect from the Trust Account any monies that may be owed to them by JAC for any reason whatsoever, including a breach of this Agreement by JAC or any negotiations, agreements or understandings with JAC (whether in the past, present or futureClosing Date), and will not seek recourse against against, the Trust Account at any time for any reason whatsoever, whatsoever in each case except as expressly contemplated by this Agreement (including the remedies provided in Section 10.12). This paragraph will survive the termination of this Agreement for any reasonrespect thereof.

No Claim Against Trust Account. The Notwithstanding anything else in this Agreement, the Company and each Existing Member acknowledge that they have read the Prospectus and understand that JAC has established the Trust Account for the benefit of JAC’s public shareholders and that prior to the Closing, JAC may disburse monies from the Trust Account only (a) to JAC’s public shareholders in the event they elect to have their shares redeemed in accordance with JAC’s Charter Documents and/or the liquidation of JAC and (b) to pay income and franchise tax obligations from interest income earned in the Trust Account. The Company and Stockholder Existing Member further acknowledge that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by July 2December 7, 2019 (as such date may be extended by a vote of JAC’s stockholders)2017, JAC will be obligated to return to its shareholders the amounts being held in the Trust Account, unless such date is otherwise extended to a later date March 17, 2018 pursuant to the terms of the Certificate of Incorporation. Accordingly, the Company and each StockholderExisting Member, for each of itself, himself, herself and the subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors of the Company and all other associates and Affiliates, hereby waive all rights, title, interest or claim of any kind against JAC to collect from the Trust Account any monies that may be owed to them by JAC for any reason whatsoever, including a breach of this Agreement by JAC or any negotiations, agreements or understandings with JAC (whether in the past, present or future), and will not seek recourse against the Trust Account at any time for any reason whatsoever, in each case except as expressly contemplated by this Agreement (including the remedies provided in Section 10.12). This paragraph will survive the termination of this Agreement for any reason.

No Claim Against Trust Account. The Reference is made to the final prospectus of SPAC, filed with the SEC (File No. 001-39813) on December 21, 2020 (the “SPAC Prospectus”). Each of the Company and each Merger Sub acknowledges, agrees and understands that JAC has established the SPAC’s Trust Account contains the proceeds of its initial public offering and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of JACSPAC’s public shareholders stockholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Stockholders”), and that prior to that, except as otherwise described in the ClosingSPAC Prospectus, JAC SPAC may disburse monies from the Trust Account only only: (a) to JAC’s public shareholders the Public Stockholders in the event they elect to have redeem their shares redeemed SPAC Shares in accordance connection with JACthe consummation of SPAC’s Charter Documents and/or initial business combination (as such term is used in the liquidation Prospectus) (the “Business Combination”) or in connection with an extension of JAC and its deadline to consummate a Business Combination, (b) to pay income and franchise tax obligations from the Public Stockholders if SPAC fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, (c) with respect to any interest income earned in the Trust Account. The Company and Stockholder further acknowledge that, if the transactions contemplated by this Agreement (or, upon termination of this Agreement, another Business Combination) are not consummated by July 2, 2019 (as such date may be extended by a vote of JAC’s stockholders), JAC will be obligated to return to its shareholders on the amounts being held in the Trust Account, unless such date as necessary to pay for any franchise and income taxes and up to $100,000 in dissolution expenses, or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is otherwise extended to a later date pursuant to the terms of the Certificate of Incorporation. Accordinglyhereby acknowledged, the Company hereby agrees on behalf of itself and each Stockholderits Affiliates that, for each of itself, himself, herself and the subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors none of the Company and all other associates and Affiliates, hereby waive all rightsnor any of its Affiliates does now or shall at any time hereafter have any right, title, interest or claim of any kind against JAC in or to collect from any monies in the Trust Account or distributions therefrom, or make any monies that may be owed to them by JAC for claim against the Trust Account (including any reason whatsoeverdistributions therefrom), including regardless of whether such claim arises as a breach of result of, in connection with or relating in any way to, this Agreement by JAC or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and the Company or any of its Representatives or Affiliates, 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 it or any of its Representative or Affiliates may have against the Trust Account (including distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or understandings with JAC (whether in the past, present or future), its Representatives and agrees that it will not seek recourse against the Trust Account at any time for any reason whatsoever, in each case except as expressly contemplated by this Agreement whatsoever (including the remedies provided in Section 10.12for an alleged breach of any agreement with SPAC or its Affiliates). This paragraph will survive the termination of this Agreement for any reason.

No Claim Against Trust Account. The Company and each that JAC has established the Trust Account for the benefit of JAC’s public shareholders and that prior Reference is made to the Closingfinal prospectus of Parent, JAC may disburse dated as of February 10, 2020, and filed with the SEC (File No. 333-235724) on February 10, 2020 (the “Prospectus”). Except as otherwise described in the Prospectus, monies from the Trust Account only may be disbursed only: (a) to JAC’s the public shareholders stockholders in the event they elect to have redeem their Parent shares redeemed in accordance connection with JACthe consummation of Parent’s Charter Documents and/or initial business combination (the liquidation of JAC and “Business Combination”), (b) to pay income and franchise tax obligations from interest income earned in the Trust Account. The Company and Stockholder further acknowledge that, public stockholders if Parent fails to consummate a Business Combination within eighteen (18) months after the transactions contemplated by this Agreement closing of the IPO (or, upon termination of this Agreement, another Business Combination) are not consummated by July 2, 2019 (as such date which time period may be extended by a vote of JAC’s stockholdersas described in the Prospectus), JAC will be obligated (c) with respect to return to its shareholders any interest earned on the amounts being held in the Trust Account, unless such date as necessary to pay income or other tax obligations, or (d) to Parent after or concurrently with the consummation of a Business Combination. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is otherwise extended to a later date pursuant to the terms of the Certificate of Incorporation. Accordinglyhereby acknowledged, the Company hereby agrees on behalf of itself and each Stockholderits Subsidiaries that, for each of itselfnotwithstanding anything to the contrary in this Agreement, himself, herself except as expressly permitted under Applicable Laws and the subsidiariesProspectus, affiliated entities, directors, officers, employees, shareholders, representatives, advisors of neither the Company and all other associates and Affiliates, hereby waive all rightsnor any of its Subsidiaries have any right, title, interest or claim of any kind against JAC in or to collect from any monies in the Trust Account or distributions therefrom, or will make any monies that may be owed claim against the Trust Account (including any distributions therefrom), as a result of, in connection with or relating in any way to them by JAC for any reason whatsoeverthis Agreement, including a breach regardless of this Agreement by JAC whether such claim arises based on contract, tort, equity or any negotiations, agreements 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 Subsidiaries hereby irrevocably waives any Released Claims that the Company or understandings with JAC any of its Subsidiaries may have against the Trust Account (whether in the past, present or future), including any distributions therefrom) and will not seek recourse against the Trust Account at (including any time for distributions therefrom) in respect of any reason whatsoeverReleased Claims. The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Parent and its affiliates to induce Parent to enter 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 Subsidiaries under Applicable Laws. In the event the Company or any of its Subsidiaries commences any action or proceeding in respect of the Released Claims, Parent and its Representatives, as applicable, shall be entitled to recover from the Company and its Subsidiaries the associated legal fees and costs in connection with any such action, in each case except the event Parent or its Representatives, as expressly contemplated by this Agreement (including the remedies provided applicable, prevails in Section 10.12). This paragraph will survive the termination of this Agreement for any reasonsuch action or proceeding.