Common use of No Claim Against Trust Account Clause in Contracts

No Claim Against Trust Account. For and in consideration of Parent entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company, on behalf of itself and its Affiliates agrees that: (a) neither the Company nor any of its Affiliates do now or 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, and shall not make any claim against the Trust Account (including any distributions therefrom), in each case, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or the Transactions or any proposed or actual business relationship between Parent or its Representatives, on the one hand, and the 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 against the Trust Account are collectively referred to hereafter as the “Released Claims”); (b) 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 Parent or its Representatives, including this Agreement or the Transactions, and will not seek recourse against the Trust Account (including any distributions therefrom) in connection therewith (including for an alleged breach of this Agreement or any other agreement with Parent or its Affiliates); (c) the irrevocable waiver set forth in the immediately preceding clause (b) is material to this Agreement and specifically relied upon by Parent and its Affiliates 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 its Affiliates under Applicable Legal Requirements; and (d) 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 Parent or its Representatives, including this Agreement or the Transactions, which proceeding seeks, in whole or in part, monetary relief against Parent or 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 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. (e) For the avoidance of doubt, (i) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Parent pursuant to this Agreement for legal relief against monies or other assets of Parent held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions or for intentional fraud in the making of the representations and warranties in Article V; and (ii) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against Parent’s assets or funds that are not held in the Trust Account.

No Claim Against Trust Account. For and in consideration of Parent entering into this Agreement, the receipt and sufficiency of which are is hereby acknowledged, the CompanyCompany (and after the Reorganization, Newco) hereby irrevocably waives, on behalf of itself and its Affiliates agrees that: (a) neither Affiliates, notwithstanding anything to the Company nor any of its Affiliates do now or at any time hereafter have contrary in this Agreement, any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account or permitted distributions therefrom, and shall not make any claim against therefrom in accordance with the Trust Account (including any distributions therefrom), in each caseAgreement, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or the Transactions or any proposed or actual business relationship between Parent or its Representatives, on the one hand, and the Company (and after the Reorganization, Newco) 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 liability; provided, that nothing herein shall serve to limit or prohibit the Company’s (any and all such claims after the Reorganization, Newco’s) right to pursue a claim against Parent for (i) legal relief against monies or other assets held by Parent outside the Trust Account are collectively referred or (ii) specific performance or other equitable relief in connection with the consummation of the Transactions in accordance with the terms of this Agreement, so long as such claim would not affect Parent’s ability to hereafter as fulfill its obligation to effectuate the Parent Stockholder Redemptions in accordance with the Trust Agreement (collectively, including subject to the limitations set forth in the foregoing proviso, the “Released Claims”); . The Company (b) and after the CompanyReorganization, Newco), on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims that the Company (and after the Reorganization, Newco) 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 contracts or agreements with Parent or its Representatives, including this Agreement or the Transactions, Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection therewith for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Parent or its Affiliates); . The Company (cand after the Reorganization, Newco) the agrees and acknowledges that such irrevocable waiver set forth in the immediately preceding clause (b) is material to this Agreement and specifically relied upon by Parent and its Affiliates to induce Parent to enter in into this Agreement, and the Company (and after the Reorganization, Newco) further intends and understands such waiver to be valid, binding and enforceable against the Company (and after the Reorganization, Newco) and each of its Affiliates under Applicable Legal Requirements; and (d) 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 Parent or its Representatives, including this Agreement or the Transactions, which proceeding seeks, in whole or in part, monetary relief against Parent or 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 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 thereinapplicable Law. (e) For the avoidance of doubt, (i) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Parent pursuant to this Agreement for legal relief against monies or other assets of Parent held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions or for intentional fraud in the making of the representations and warranties in Article V; and (ii) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against Parent’s assets or funds that are not held in the Trust Account.

No Claim Against Trust Account. Reference is made to the final prospectus of Parent, 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 may be disbursed only: (a) to the public stockholders in the event they elect to redeem their Parent shares in connection with the consummation of Parent’s initial business combination (the “Business Combination”), (b) to the public stockholders if Parent fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO (which time period may be extended as described in the Prospectus), (c) with respect to any interest earned on the amounts held in the Trust Account, 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 are is hereby acknowledged, the Company, Seller hereby agrees on behalf of itself and its Affiliates agrees affiliates that: (a) , 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, and shall not or make any claim against the Trust Account (including any distributions therefrom), in each case, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or the Transactions or any proposed or actual business relationship between Parent or its Representatives, on the one hand, and the Company Seller 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 against the Trust Account are collectively referred to hereafter as the (“Released Claims”); (b) the Company. Unless specifically permitted by applicable law, Seller on behalf of itself and its Affiliates, affiliates hereby irrevocably waives any Released Claims that the Company Seller 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 contracts or agreements with Parent or its Representatives, including this Agreement or the Transactions, Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) in connection therewith for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Parent or its Affiliatesaffiliates); (c) the . Seller agrees and acknowledges that such irrevocable waiver set forth in the immediately preceding clause (b) wavier is material to this Agreement and specifically relied upon by Parent and its Affiliates affiliates to induce Parent to enter in into this Agreement, and the Company Seller further intends and understands such waiver to be valid, binding and enforceable against the Company Seller and each of its Affiliates affiliates under Applicable Legal Requirements; and (d) to applicable law. To the extent the Company Seller 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 Parent or its Representatives, including this Agreement or the Transactions, which proceeding seeks, in whole or in part, monetary relief against Parent or its Representatives, the Company Seller hereby acknowledges and agrees that the Company’s sole remedy of Seller and its Affiliates’ sole remedy affiliates shall be against funds held outside of the Trust Account and that such claim shall not permit the Company Seller or its Affiliates affiliates (or any Person person claiming on any of their behalves behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. (e) For . In the avoidance event Seller or any of doubtits affiliates commences any action or proceeding based upon, (i) nothing herein shall serve in connection with, relating to limit or prohibit the Company’s right arising out of any matter relating to pursue a claim against Parent pursuant to this Agreement for legal or its Representatives, which proceeding seeks, in whole or in part, relief against monies or other assets of Parent held outside the Trust Account (including any distributions therefrom) or for specific performance Parent’s public stockholders, whether in the form of money damages or other equitable relief injunctive relief, Parent and its Representatives, as applicable, shall be entitled to recover from Seller and its affiliates the associated legal fees and costs in connection with the Transactions or for intentional fraud any such action, in the making of the representations and warranties event Parent or its Representatives, as applicable, prevails in Article V; and (ii) nothing herein shall serve to limit such action or prohibit any claims that the Company may have in the future pursuant to this Agreement against Parent’s assets or funds that are not held in the Trust Accountproceeding.

No Claim Against Trust Account. For and in consideration of Parent entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company, on behalf of itself and its Affiliates agrees that: (a) neither the Company nor any of its Affiliates do now or 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, and shall not make any claim against the Trust Account (including any distributions therefrom), in each case, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or the Transactions or any proposed or actual business relationship between Parent or its Representatives, on the one hand, and the 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 against the Trust Account are collectively referred to hereafter as the “Released Claims”); (b) 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 Parent or its Representatives, including this Agreement or the Transactions, and will not seek recourse against the Trust Account (including any distributions therefrom) in connection therewith (including for an alleged breach of this Agreement or any other agreement with Parent or its Affiliates); (c) the irrevocable waiver set forth in the immediately preceding clause (b) is material to this Agreement and specifically relied upon by Parent and its Affiliates 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 its Affiliates under Applicable Legal Requirements; and (d) 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 Parent or its Representatives, including this Agreement or the Transactions, which proceeding seeks, in whole or in part, monetary relief against Parent or 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 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. (e) For the avoidance of doubt, (i) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Parent pursuant to this Agreement for legal relief against monies or other assets of Parent held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions or for intentional fraud in the making of the representations and warranties in Article VIV; and (ii) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against Parent’s assets or funds that are not held in the Trust Account.

No Claim Against Trust Account. For Each Founder Member and the Company acknowledges that the Trust Account was established in consideration connection with Investor’s initial public offering and is held for the sole benefit of Parent entering into this Agreement, Investor’s stockholders. Each Founder Member and the receipt Company acknowledges that Investor has made certain assurances to Investor’s stockholders regarding the security of the Trust Account against claims of creditors. Each Founder Member and sufficiency of which are hereby acknowledged, the Company, Company on behalf of itself themselves and its Affiliates agrees that: (a) neither the Company nor any of its Affiliates do now or at any time hereafter have any righttheir respective stockholders, members, Representatives, associates, Affiliates, heirs, successors and assigns hereby waives all rights, title, interest or claim of any kind (“Claims”) in or to any monies assets in the Trust Account it has or distributions therefrommay have in the future, including any and all rights to seek access to the Trust Account, and shall hereby agrees not make any claim to seek recourse, reimbursement, payment or satisfaction against the Trust Account (including or any distributions therefrom), in each case, regardless of whether such claim arises as a result of, funds distributed therefrom in connection with or relating in the Redemption for any way to, this Agreement or the Transactions or any proposed or actual business relationship between Parent or its Representatives, on the one hand, and the 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 Claim it may have against the Trust Account are collectively referred to hereafter as the “Released Claims”); (b) the Company, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims that the Company Investor or any of its Affiliates may have against the Trust Account (including Affiliates, stockholders or Representatives for any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, Contracts or agreements with Parent or its Representativesreason whatsoever, including this Agreement or the Transactions, and will not seek recourse against the Trust Account (including any distributions therefrom) in connection therewith (including for an alleged a breach of this Agreement, the other Transaction Documents, the Confidentiality Agreement or any other agreement Contract entered into with Parent any of the parties hereto or its Affiliates); their Affiliates or any negotiations, agreements or understandings with any of the parties hereto (c) the irrevocable waiver set forth whether in the immediately preceding clause (b) past, present or future). This waiver is material intended and shall be deemed and construed to be irrevocable and absolute on the part of each Founder Member and the Company, and shall be binding on each Founder Member and the Company and their respective stockholders, members, Representatives, associates, Affiliates, heirs, successors and assigns. Each Founder Member and the Company acknowledges that it benefits from this Agreement and specifically relied that Investor is entering into this Agreement in reliance upon by Parent and its Affiliates to induce Parent to enter in this Agreement, and Section 6.09. In the event that a Founder Member or the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Affiliates under Applicable Legal Requirements; and (d) to the extent the Company or any of its Affiliates commences any action claim or proceeding based uponLitigation in violation of this Section 6.09, in connection with, relating Investor shall be entitled to or arising out of any matter relating to Parent or its Representatives, including this Agreement recover from the Founder Members or the TransactionsCompany, which proceeding seeks, in whole or in part, monetary relief against Parent or Representativesas the case may be, the Company hereby acknowledges associated legal fees and agrees that the Company’s and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and 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. (e) For the avoidance of doubt, (i) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Parent pursuant to this Agreement for legal relief against monies or other assets of Parent held outside the Trust Account or for specific performance or other equitable relief costs in connection with the Transactions or for intentional fraud any such action, excluding in the making case of the representations and warranties in Article V; and (ii) nothing herein shall serve to limit or prohibit any claims successful Litigation with a judgment that Investor committed fraud, it being expressly understood that the Company may Founder Members have no obligation whatsoever to advance legal fees and costs of Investor in defending any Litigation alleging that Investor committed fraud. This Section 6.09 shall survive the future pursuant to termination of this Agreement against Parent’s assets or funds that are not held in the Trust AccountAgreement.