Purchaser Trust Clause Samples

Purchaser Trust. As of the date of this Agreement, the Purchaser Trust Amount is approximately $200 million (including, if applicable, an aggregate of approximately $7 million of deferred underwriting commissions and other fees being held in the Purchaser Trust payable to the underwriters of the IPO upon consummation of a Business Combination (the “Deferred Underwriting Commissions”), such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act pursuant to the Purchaser Trust Agreement. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Purchaser Trust Agreement in the Purchaser SEC Filings to be inaccurate or that would entitle any Person (other than (x) shareholders of Purchaser holding Purchaser ordinary shares sold in Purchaser’s initial public offering who shall have elected to redeem their shares of Purchaser ordinary shares (“Purchaser Share Redemptions”) pursuant to Purchaser’s Organizational Documents, (y) the underwriters of Purchaser’s initial public offering with respect to deferred underwriting commissions, or (z) if Purchaser fails to complete a business combination within the allotted time period set forth in the Purchaser’s Organizational Documents and liquidates the Purchaser Trust, subject to the terms of the Purchaser Trust Agreement, Purchaser (in limited amounts to permit Purchaser to pay dissolution expenses) and then shareholders of Purchaser)) to any portion of the proceeds that have been deposited in the Purchaser Trust. Prior to the Closing, none of the funds held in the Purchaser Trust may be released other than to pay Taxes and payments with respect to all Purchaser Share Redemptions. There are no claims or proceedings pending or, to Purchaser’s Knowledge, threatened with respect to the Purchaser Trust. Purchaser has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Purchaser Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Closing Date, the obligations of Purchaser to dissolve or liquidate pursuant to Purchaser’s Organizational Documents, if any, shall term...
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Related to Purchaser Trust

  • Delaware Trust Assets Purchaser The Delaware Trust Assets Purchaser shall be the Servicer engaged to perform and discharge the Serviced Duties in respect of each Appointment of ▇▇▇▇▇ Trust Company that continues to be treated as a Restricted Appointment.

  • Depositor Structured Asset Securities Corporation, a Delaware corporation having its principal place of business in New York, or its successors in interest.

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • The Owner Trustee It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust, National Association on behalf of the Trust not individually or personally but solely as owner trustee of the Trust under the Trust Agreement of the Trust dated the date hereof in the exercise of the powers and authority conferred upon and vested in Wilmington Trust, National Association as owner trustee of the Trust under such Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as the personal representation, undertaking or agreement of Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Trust and (iii) nothing herein contained shall be construed as creating any liability on the part of Wilmington Trust, National Association, individually or personally, to perform any covenant or obligation of the Trust, either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto.