Common use of Trust Account Waiver Acknowledgment Clause in Contracts

Trust Account Waiver Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any Target Business which the Company seeks to acquire for its Initial Business Combination or obtaining or contracting for the services or products of any third party (including any vendors, lenders or other entities the Company engages after the Offering), it will use its best efforts to cause the Target Business or third party to execute a waiver letter in the form attached hereto as Exhibit A. If a Target Business or other third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business or engage such other third party only if the Company determines that the Company could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. Xxxxxx Xxxx-Xxx Xxxx and Xxxx & Company, Ltd. have agreed that they will be liable to the Company if and to the extent claims by third parties reduce the amounts in the Trust Account available for payment to the Company’s Public Shareholders in the event of a liquidation and the claims are made by a vendor for services rendered or products sold to the Company, by a third party with which the Company entered into a contractual relationship following the Effective Date or by a Target Business (the “Indemnity”), except (i) as to any claimed amounts owed to a third party who executed a valid and enforceable waiver, or (ii) as to any claims under the indemnity of the Underwriters pursuant to Section 8 of this Agreement against certain liabilities, including liabilities under the Securities Act.

Trust Account Waiver Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any Target Business which the Company seeks to acquire for its Initial Business Combination or obtaining or contracting for the services or products of any third party parties (including any vendors, lenders vendors or other entities the Company engages after the Offering), it will use its best efforts is required to cause the Target Business or third party to execute a waiver letter in the form attached hereto as Exhibit A. If a Target Business or other third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business or engage such other third party only if the Company determines that the Company could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. Xxxxxx Xxxx-Xxx Xxxx and Xxxx & Company, Ltd. have X. Ein has agreed that they he will be personally liable to pay debts and obligations to a Target Business or third party that are owed money by the Company for services rendered or contracted for or products sold to the Company if and to in excess of the extent claims by third parties reduce net proceeds of the amounts Offering not held in the Trust Account available for payment but only if, and to the Company’s extent, that the debts and obligations would otherwise reduce the Trust Account proceeds payable to our Public Shareholders Stockholders in the event of a liquidation and the claims are made by a vendor for services rendered or products sold to the Company, by a third party with which the Company entered into a contractual relationship following the Effective Date or by a Target Business (the “Ein Indemnity”). However, except the Ein Indemnity specifically provides for two exceptions to the personal indemnity Mr. Ein has given: Mr. Ein will have no personal liability (i) as to any claimed amounts owed to a Target Business or third party who has executed a valid and enforceable waiveragreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (ii) as to any claims under the Company’s indemnity of with the Underwriters pursuant to Section 8 of this Agreement against certain liabilities, including liabilities under the Securities Acthereof.

Trust Account Waiver Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any Target Business which the Company seeks to acquire for its Initial Business Combination or obtaining or contracting for the services or products of any third party parties (including any vendors, lenders vendors or other entities the Company engages after the Offering), it will use its best efforts is required to cause the Target Business or third party to execute a waiver letter in the form attached hereto as Exhibit A. letter. If a Target Business or other third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business or engage such other third party only if the Company determines that the Company could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. Xxxxxx Xxxx-Xxx Xxxx and Xxxx & The Company, Ltd. ’s executive officers have agreed that they will be personally liable to pay debts and obligations to a Target Business or third party that are owed money by the Company for services rendered or contracted for or products sold to the Company if and to in excess of the extent claims by third parties reduce net proceeds of the amounts Offering not held in the Trust Account available for payment but only if, and to the Company’s extent, that the debts and obligations would otherwise reduce the Trust Account proceeds payable to our Public Shareholders in the event of a liquidation and the claims are made by a vendor for services rendered or products sold to the Company, by a third party with which the Company entered into a contractual relationship following the Effective Date or by a Target Business (the “Officer Indemnity”). However, except the Officer Indemnity specifically provides for two exceptions to the personal indemnity the executive officers have given: the executive officers will have no personal liability (i) as to any claimed amounts owed to a Target Business or third party who has executed a valid and enforceable waiveran agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (ii) as to any claims under the Company’s indemnity of with the Underwriters pursuant to Section 8 of this Agreement against certain liabilities, including liabilities under the Securities Acthereof.

Trust Account Waiver Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any Target Business which the Company seeks to acquire for its Initial Business Combination or obtaining or contracting for the services or products of any third party parties (including any vendors, lenders vendors or other entities the Company engages after the Offering), it will use its best efforts is required to cause the Target Business or third party to execute a waiver letter in the form attached hereto as Exhibit A. letter. If a Target Business or other third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business or engage such other third party only if the Company determines that the Company could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. Xxxxxx Xxxx-Xxx Xxxx and Xxxx & The Company, Ltd. ’s executive officers have agreed that they will be personally liable to pay debts and obligations to a Target Business or third party that are owed money by the Company for services rendered or contracted for or products sold to the Company if and to in excess of the extent claims by third parties reduce net proceeds of the amounts Offering not held in the Trust Account available for payment but only if, and to the Company’s extent, that the debts and obligations would otherwise reduce the Trust Account proceeds payable to our Public Shareholders Stockholders in the event of a liquidation and the claims are made by a vendor for services rendered or products sold to the Company, by a third party with which the Company entered into a contractual relationship following the Effective Date or by a Target Business (the “Officer Indemnity”). However, except the Officer Indemnity specifically provides for two exceptions to the personal indemnity the executive officers have given: the executive officers will have no personal liability (i) as to any claimed amounts owed to a Target Business or third party who has executed a valid and enforceable waiveragreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (ii) as to any claims under the Company’s indemnity of with the Underwriters pursuant to Section 8 of this Agreement against certain liabilities, including liabilities under the Securities Acthereof.

Trust Account Waiver Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any Target Business target business which the Company seeks to acquire for its Initial Business Combination or obtaining or contracting for the services or products of any third party (including any vendors, lenders or other entities the Company engages after the Offering), it will use its reasonable best efforts to cause the Target Business target business or third party to execute a waiver letter in the form attached hereto as Exhibit A. If a Target Business target business or other third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business target business or engage such other third party only if the Company determines that the Company could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. Xxxxxx Xxxx-Xxx Xxxx The Founding Stockholder and Xxxx & Company, Ltd. Highland have agreed that they will be liable to the Company if and to the extent claims by third parties reduce the amounts in the Trust Account available for payment to the Company’s Public Shareholders Stockholders in the event of a liquidation and the claims are made by a vendor for services rendered or products sold to the Company, by a third party party, including any lender, with which the Company entered into a contractual relationship following the Effective Closing Date or by a Target Business target business (the “Indemnity”), except (i) as to any claimed amounts owed to a third party who executed a valid and enforceable waiver, or (ii) as to any claims under the indemnity of the Underwriters pursuant to Section 8 of this Agreement against certain liabilities, including liabilities under the Securities Act.

Trust Account Waiver Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any Target Business which the Company seeks to acquire for its Initial Business Combination or obtaining or contracting for the services or products of any third party parties (including any vendors, lenders vendors or other entities the Company engages after the Offering), it will use its best efforts is required to cause the Target Business or third party to execute a waiver letter in the form attached hereto as Exhibit A. letter. If a Target Business or other third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business or engage such other third party only if the Company determines that the Company could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. Xxxxxx Xxxx-Xxx Xxxx and Xxxx & The Company, Ltd. ’s executive officers have agreed that they will be personally liable to pay debts and obligations to a Target Business or third party that are owed money by the Company for services rendered or contracted for or products sold to the Company if and to in excess of the extent claims by third parties reduce net proceeds of the amounts Offering not held in the Trust Account available for payment but only if, and to the Company’s extent, that the debts and obligations would otherwise reduce the Trust Account proceeds payable to our Public Shareholders Stockholders in the event of a liquidation and the claims are made by a vendor for services rendered or products sold to the Company, by a third party with which the Company entered into a contractual relationship following the Effective Date or by a Target Business (the “Officer Indemnity”). However, except the Officer Indemnity specifically provides for two exceptions to the personal indemnity the executive officers have given: the executive officers will have no personal liability (i) as to any claimed amounts owed to a Target Business or third party who has executed a valid and enforceable waiveran agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (ii) as to any claims under the Company’s indemnity of with the Underwriters pursuant to Section 8 of this Agreement against certain liabilities, including liabilities under the Securities Acthereof.

Trust Account Waiver Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any Target Business target business which the Company seeks to acquire for its Initial Business Combination or obtaining or contracting for the services or products of any third party (including any vendors, lenders vendors or other entities the Company engages after the Offering), it will use its reasonable best efforts to cause the Target Business target business or third party to execute a waiver letter in the form attached hereto as Exhibit A. If a Target Business target business or other third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business target business or engage such other third party only if the Company determines that the Company could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. Xxxxxx Xxxx-Xxx Xxxx The Founding Stockholder and Xxxx & Company, Ltd. Highland have agreed that they will be liable to the Company if and to the extent claims by third parties reduce the amounts in the Trust Account available for payment to the Company’s Public Shareholders Stockholders in the event of a liquidation and the claims are made by a vendor for services rendered or products sold to the Company, by a third party with which the Company entered into a contractual relationship following the Effective Closing Date or by a Target Business target business (the “Indemnity”), except (i) as to any claimed amounts owed to a third party who executed a valid and enforceable waiver, or (ii) as to any claims under the indemnity of the Underwriters pursuant to Section 8 of this Agreement against certain liabilities, including liabilities under the Securities Act.

Trust Account Waiver Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any Target Business which the Company seeks to acquire for its Initial Business Combination or obtaining or contracting for the services or products of any third party parties (including any vendors, lenders vendors or other entities the Company engages after the Offering), it will use its best efforts is required to cause the Target Business or third party to execute a waiver letter in the form attached hereto as Exhibit A. letter. If a Target Business or other third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business or engage such other third party only if the Company determines that the Company could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. Xxxxxx Xxxx-Xxx Xxxx and Xxxx & Company, Ltd. have Mxxx X. Ein has agreed that they he will be personally liable to pay debts and obligations to a Target Business or third party that are owed money by the Company for services rendered or contracted for or products sold to the Company if and to in excess of the extent claims by third parties reduce net proceeds of the amounts Offering not held in the Trust Account available for payment but only if, and to the Company’s extent, that the debts and obligations would otherwise reduce the Trust Account proceeds payable to our Public Shareholders Stockholders in the event of a liquidation and the claims are made by a vendor for services rendered or products sold to the Company, by a third party with which the Company entered into a contractual relationship following the Effective Date or by a Target Business (the “Ein Indemnity”). However, except the Ein Indemnity specifically provides for two exceptions to the personal indemnity Mr. Ein has given: Mr. Ein will have no personal liability (i) as to any claimed amounts owed to a Target Business or third party who has executed a valid and enforceable waiveragreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (ii) as to any claims under the Company’s indemnity of with the Underwriters pursuant to Section 8 of this Agreement against certain liabilities, including liabilities under the Securities Acthereof.

Trust Account Waiver Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any Target Business which the Company seeks to acquire for its Initial Business Combination or obtaining or contracting for the services or products of any third party parties (including any vendors, lenders vendors or other entities the Company engages after the Offering), it will use its best efforts is required to cause the Target Business or third party to execute a waiver letter in the form attached hereto as Exhibit A. letter. If a Target Business or other third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business or engage such other third party only if the Company determines that the Company could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. Xxxxxx Xxxx-Xxx Xxxx and Xxxx & Company, Ltd. have The Sponsor has agreed that they it will be liable to pay debts and obligations to a Target Business or third party that are owed money by the Company if and for services rendered or contracted for or products sold to the extent claims by third parties reduce Company in excess of the amounts net proceeds of the Offering not held in the Trust Account available for payment but only if, and to the Company’s extent, that the debts and obligations would otherwise reduce the Trust Account proceeds payable to our Public Shareholders Stockholders in the event of a liquidation and the claims are made by a vendor for services rendered or products sold to the Company, by a third party with which the Company entered into a contractual relationship following the Effective Date or by a Target Business (the “Sponsor Indemnity”). However, except the Sponsor Indemnity specifically provides for two exceptions to the personal indemnity the executive officers have given: the Sponsor will have no personal liability (i) as to any claimed amounts owed to a Target Business or third party who has executed a valid and enforceable waiveran agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (ii) as to any claims under the Company’s indemnity of with the Underwriters pursuant to Section 8 of this Agreement against certain liabilities, including liabilities under the Securities Acthereof.