No Claim Against Trust Account. For and in consideration of SPAC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the Company Parties 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 and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with SPAC; provided, that: (a) nothing herein shall serve to limit or prohibit any Company Party’s right to pursue a claim against SPAC pursuant to this Agreement for legal relief against monies or other assets of SPAC held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions (so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate any SPAC Shareholder Redemption), or for Intentional Fraud in the making of the representations and warranties in Article V; and (b) nothing herein shall serve to limit or prohibit any claims that any Company Party may have in the future pursuant to this Agreement against SPAC’s assets or funds that are not held in the Trust Account.
Appears in 1 contract
No Claim Against Trust Account. For and in consideration of SPAC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the Company Parties Company, TopCo, Merger Sub 1 and Merger Sub 2, and its Affiliates hereby irrevocably waives waive any right, title, interest or claim of any kind that it has or they have or may have in the future in or to the Trust Account and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with SPAC; provided, provided that: (a) nothing herein shall serve to limit or prohibit any Company Partythe Company’s right to pursue a claim against SPAC pursuant to this Agreement for legal relief against monies or other assets of SPAC held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions (so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate any SPAC Shareholder Redemption), ) or for Intentional Fraud in the making of the representations and warranties in Article Vfraud; and (b) nothing herein shall serve to limit or prohibit any claims that any the Company Party may have in the future pursuant to this Agreement against SPAC’s assets or funds that are not held in the Trust Account.
Appears in 1 contract
Samples: Business Combination Agreement (Moringa Acquisition Corp)
No Claim Against Trust Account. For and in consideration of SPAC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the Company Parties 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 and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with SPAC; provided, that: (a) nothing herein shall serve to limit or prohibit any Company Partythe Company’s right to pursue a claim against SPAC pursuant to this Agreement for legal relief against monies or other assets of SPAC held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions (so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate any SPAC Shareholder Redemption), or for Intentional Fraud in the making of the representations and warranties in Article V; and (b) nothing herein shall serve to limit or prohibit any claims that any the Company Party may have in the future pursuant to this Agreement against SPAC’s assets or funds that are not held in the Trust Account.
Appears in 1 contract
Samples: Business Combination Agreement (Alpha Capital Acquisition Co)
No Claim Against Trust Account. For and in consideration of SPAC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the Company Parties and its Affiliates hereby irrevocably waives waive any right, title, interest or claim of any kind that it has or they have or may have in the future in or to the Trust Account and agrees agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with SPAC; provided, provided that: (a) nothing herein shall serve to limit or prohibit any Company Partythe Company’s right to pursue a claim against SPAC pursuant to this Agreement for legal relief against monies or other assets of SPAC held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions (so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate any SPAC Shareholder Redemption), ) or for Intentional Fraud in the making of the representations and warranties in Article Vfraud; and (b) nothing herein shall serve to limit or prohibit any claims that any the Company Party may have in the future pursuant to this Agreement against SPAC’s assets or funds that are not held in the Trust Account.
Appears in 1 contract
Samples: Business Combination Agreement (Moringa Acquisition Corp)
No Claim Against Trust Account. For and in consideration of SPAC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the Company Parties 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 and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with SPAC; provided, that: (a) nothing herein shall serve to limit or prohibit any Company Partythe Company’s right to pursue a claim against SPAC pursuant to this Agreement for legal relief against monies or other assets of SPAC held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions (so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate any SPAC Shareholder Stockholder Redemption), or for Intentional Fraud in the making of the representations and warranties in Article VV; and (b) nothing herein shall serve to limit or prohibit any claims that any the Company Party may have in the future pursuant to this Agreement against SPAC’s assets or funds that are not held in the Trust Account.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (FTAC Olympus Acquisition Corp.)
No Claim Against Trust Account. For and in consideration of SPAC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, each of the Company Parties hereby irrevocably waives any right, title, interest or claim of any kind that it has or may have in the future in or to the Trust Account and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with SPAC; provided, provided that: (a) nothing herein shall serve to limit or prohibit any Company Partythe Company’s right to pursue a claim against SPAC pursuant to this Agreement for legal relief against monies or other assets of SPAC held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions (so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate any SPAC Shareholder Redemption)Transactions, or for Intentional Fraud in the making of the representations and warranties in Article V; and (b) nothing herein shall serve to limit or prohibit any claims that any the Company Party may have in the future pursuant to this Agreement against SPAC’s assets or funds that are not held in the Trust Account.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fintech Acquisition Corp V)