Common use of No Claim Against Trust Account Clause in Contracts

No Claim Against Trust Account. PDC and each of the Companies acknowledges that the Trust Account was established in connection with the IPO and is held for the sole benefit of Buyer’s existing stockholders. PDC and each of the Companies acknowledges that Buyer and the Founder have made certain assurances to Buyer’s existing stockholders regarding the security of the Trust Account against claims of creditors. PDC and each of the Companies and each of their respective stockholders, members, Representatives, associates and affiliates hereby waives all rights, title, interest or claim of any kind (“Claims”) in or to any assets in the Trust Account it has or may have in the future, including any and all rights to seek access to the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction against the Trust Account or any funds distributed therefrom for any Claim it may have against Buyer, the Founder or any of their respective Representatives, for any reason whatsoever, including, but not limited to, a breach of this Agreement, any Ancillary Agreement, the Confidentiality Agreement or any other agreement entered into with any of the parties hereto or their affiliates or any negotiations, agreements or understandings with any of the parties hereto (whether in the past, present or future). This waiver is intended and shall be deemed and construed to be irrevocable and absolute on the part of PDC and each of the Companies, and shall be binding on PDC and each of the Companies and their respective Representatives, associates and affiliates, and its and their respective heirs, successors and assigns, as the case may be. PDC and each of the Companies acknowledges that it benefits from this Agreement and that Buyer is entering into this Agreement in reliance upon this Section 9.18. In the event that PDC or any of the Companies commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Buyer or the Founder, which proceeding seeks, in whole or in part, relief against the Trust Account or any Public Stockholder, in the case of a Public Stockholder, relating to the transactions contemplated by this Agreement, whether in the form of money damages or injunctive relief, Buyer shall be entitled to recover from PDC or the Companies, as the case may be, the associated legal fees and costs in connection with any such action, in the event Buyer prevails in such action or proceeding. Table of Contents

No Claim Against Trust Account. PDC PDC, for itself and on behalf of each of the Companies Companies, acknowledges that the Trust Account was established in connection with the IPO and is held for the sole benefit of Buyer’s existing stockholders. PDC PDC, for itself and on behalf of each of the Companies Companies, acknowledges that Buyer and the Founder have made certain assurances to Buyer’s existing stockholders regarding the security of the Trust Account against claims of creditors. PDC PDC, for itself and on behalf of each of the Companies Companies, and each of their respective stockholders, members, Representatives, associates and affiliates hereby waives all rights, title, interest or claim of any kind (“Claims”) in or to any assets in the Trust Account it has or may have in the future, including any and all rights to seek access to the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction against the Trust Account or any funds distributed therefrom for any Claim it may have against Buyer, the Founder or any of their respective Representatives, for any reason whatsoever, including, but not limited to, a breach of this Agreement, the Base Purchase Agreement, any Ancillary Agreement, the Confidentiality Agreement or any other agreement entered into with any of the parties hereto or their affiliates or any negotiations, agreements or understandings with any of the parties hereto (whether in the past, present or future). This waiver is intended and shall be deemed and construed to be irrevocable and absolute on the part of PDC PDC, for itself and on behalf of each of the Companies, and shall be binding on PDC PDC, for itself and on behalf of each of the Companies Companies, and their respective Representatives, associates and affiliates, and its and their respective heirs, successors and assigns, as the case may be. PDC PDC, for itself and on behalf of each of the Companies Companies, acknowledges that it benefits from this Agreement and that Buyer is entering into this Agreement in reliance upon this Section 9.186.19. In the event that PDC or any of the Companies commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Buyer or the Founder, which proceeding seeks, in whole or in part, relief against the Trust Account or any Public Stockholder, in the case of a Public Stockholder, relating to the transactions contemplated by this Agreement, whether in the form of money damages or injunctive relief, Buyer shall be entitled to recover from PDC or the Companies, as the case may be, the associated legal fees and costs in connection with any such action, in the event Buyer prevails in such action or proceeding. Table of Contents.