Common use of Waiver Against Trust Clause in Contracts

Waiver Against Trust. The Buyer hereby agrees that, notwithstanding anything to the contrary in this Agreement, the Buyer shall not 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 established by LOAC in connection with its initial public offering (the “Trust Account”), to the or distributions therefrom, or make any claim against the trust account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between LOAC or its representatives, on the one hand, and the Buyer or its representatives, on the other hand, this Agreement 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 are collectively referred to hereafter as the “Released Claims”). The Buyer hereby irrevocably waives any Released Claims that the Buyer 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 LOAC or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with the LOAC or its affiliates). The Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by LOAC and its affiliates to induce the Buyer to enter in this Agreement, and the Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law. To the extent the Buyer commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to LOAC or its representatives, which proceeding seeks, in whole or in part, monetary relief against LOAC or its representatives, the Buyer hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Buyer (or any person claiming on any of their behalves or in lieu of them) to have any claim against the trust account (including any distributions therefrom) or any amounts contained therein. For the purpose of this Section 6.2, “representative” means, as to any person, such person’s affiliates and its and their managers, directors, officers, employees, agents and advisors (including financial advisors, counsel and accountants).

Waiver Against Trust. The Buyer Sellers hereby agrees agrees, on behalf of itself and its affiliates, that, notwithstanding anything to the contrary in this Agreement, the Buyer shall not neither Sellers nor any of its 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 established by LOAC in connection with of SPAC containing the proceeds of its initial public offering and the concurrent private placement for the benefit of the public shareholders of SPAC (the “Trust Account”), to the ) or distributions therefrom, or make any claim against the trust account Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between LOAC Buyer, Sponsor, SPAC or its representativestheir respective affiliates, on the one hand, and the Buyer Sellers or its representativesaffiliates, on the other hand, this Agreement 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 are collectively referred to hereafter as collectively, the “Released Claims”). The Buyer Each Seller on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Buyer such Seller 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 LOAC or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with the LOAC Buyer, Sponsor, SPAC or its their respective affiliates). The Buyer Each Seller agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by LOAC Buyer and its affiliates to induce the Buyer to enter in into this Agreement, and the Buyer such Seller further intends and understands such waiver to be valid, binding and enforceable against such Seller and each of its affiliates under applicable law. To Notwithstanding the extent foregoing, (i) nothing herein shall serve to limit or prohibit the Buyer commences right of Sellers or any action or proceeding based upon, in connection with, relating of its equity holders to or arising out pursue a claim against SPAC for legal relief against assets of any matter relating to LOAC SPAC or its representativessuccessor held outside the Trust Account, which proceeding seeksfor specific performance or other equitable relief pursuant to the terms hereof, (ii) nothing herein shall serve to limit or prohibit any claims that Sellers or any of its equity holders may have in whole the future against SPAC’s assets or funds that are not held in part, monetary relief against LOAC the Trust Account of SPAC or its representatives, the Buyer hereby acknowledges and agrees successor (including any funds that have been released to SPAC or its sole remedy shall be against funds held outside of successor from the Trust Account and any assets that have been purchased or acquired with such funds) and (iii) nothing herein shall be deemed to limit the right, title, interest or claim shall not permit the Buyer (of Sellers, its equity holders or any person claiming on any of their behalves or in lieu of them) to have any claim against the trust account (including any distributions therefrom) or any amounts contained therein. For the purpose of this Section 6.2, “representative” means, as its affiliates to any personmonies held in the Trust Account by virtue of its record or beneficial ownership of SPAC’s Shares of Common Stock or Insider Shares, pursuant to a validly exercised redemption right with respect to any such person’s affiliates and its and their managers, directors, officers, employees, agents and advisors (including financial advisors, counsel and accountants)Insider Shares or other securities.

Waiver Against Trust. The Buyer hereby agrees that, notwithstanding anything to the contrary in this Agreement, the Buyer shall not 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 established by LOAC in connection with its initial public offering (the “Trust Account”), to the or distributions therefrom, or make any claim against the trust account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between LOAC or its representatives, on the one hand, and the Buyer or its representatives, on the other hand, this Agreement 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 are collectively referred to hereafter as the “Released Claims”). The Buyer hereby irrevocably waives any Released Claims that the Buyer 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 LOAC or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with the LOAC or its affiliates). ​ The Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by LOAC and its affiliates to induce the Buyer to enter in this Agreement, and the Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law. To the extent the Buyer commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to LOAC or its representatives, which proceeding seeks, in whole or in part, monetary relief against LOAC or its representatives, the Buyer hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Buyer (or any person claiming on any of their behalves or in lieu of them) to have any claim against the trust account (including any distributions therefrom) or any amounts contained therein. For the purpose of this Section 6.2, “representative” means, as to any person, such person’s affiliates and its and their managers, directors, officers, employees, agents and advisors (including financial advisors, counsel and accountants).

Waiver Against Trust. The Buyer Sponsor hereby agrees agrees, on behalf of itself and its Affiliates, that, notwithstanding anything to the contrary in this Agreement, the Buyer shall not neither Sponsor nor any of its 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 established by LOAC in connection with of SPAC containing the proceeds of its initial public offering and the concurrent private placement for the benefit of the public shareholders of SPAC (the “Trust Account”), to the ) or distributions therefrom, or make any claim against the trust account Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between LOAC Buyer, SPAC or its representativestheir respective Affiliates, on the one hand, and the Buyer Sponsor or its representativesAffiliates, on the other hand, this Agreement 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 are collectively referred to hereafter as collectively, the “Released Claims”). The Buyer Sponsor on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Buyer Sponsor 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 LOAC or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with the LOAC Buyer, SPAC or its affiliatestheir respective Affiliates). The Buyer Xxxxxxx agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by LOAC Buyer and its affiliates Affiliates to induce the Buyer to enter in into this Agreement, and the Buyer Sponsor further intends and understands such waiver to be valid, binding and enforceable against Sponsor and each of its Affiliates under applicable law. To Notwithstanding the extent foregoing, (i) nothing herein shall serve to limit or prohibit the Buyer commences right of Sponsor or any action or proceeding based upon, in connection with, relating of its equity holders to or arising out pursue a claim against SPAC for legal relief against assets of any matter relating to LOAC SPAC or its representativessuccessor held outside the Trust Account, which proceeding seeksfor specific performance or other equitable relief pursuant to the terms hereof, (ii) nothing herein shall serve to limit or prohibit any claims that Sponsor or any of its equity holders may have in whole the future against SPAC’s assets or funds that are not held in part, monetary relief against LOAC the Trust Account of SPAC or its representatives, the Buyer hereby acknowledges and agrees successor (including any funds that have been released to SPAC or its sole remedy shall be against funds held outside of successor from the Trust Account and any assets that have been purchased or acquired with such funds) and (iii) nothing herein shall be deemed to limit the right, title, interest or claim shall not permit the Buyer (of Sponsor, its equity holders or any person claiming on any of their behalves or in lieu of them) to have any claim against the trust account (including any distributions therefrom) or any amounts contained therein. For the purpose of this Section 6.2, “representative” means, as its Affiliates to any personmonies held in the Trust Account by virtue of its record or beneficial ownership of SPAC’s Class A Ordinary Shares (for the avoidance of doubt, other than the Sponsor Class A Ordinary Shares, which were converted from Class B Ordinary Shares and which have no right, title, interest or claim of any kind in or to any monies in the Trust Account), pursuant to a validly exercised redemption right with respect to any such person’s affiliates and its and their managers, directors, officers, employees, agents and advisors (including financial advisors, counsel and accountants)Class A Ordinary Shares.

Waiver Against Trust. The Buyer Sponsor hereby agrees agrees, on behalf of itself and its Affiliates, that, notwithstanding anything to the contrary in this Agreement, the Buyer shall not neither Sponsor nor any of its 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 established by LOAC in connection with of SPAC containing the proceeds of its initial public offering and the concurrent private placement for the benefit of the public shareholders of SPAC (the “Trust Account”), to the ) or distributions therefrom, or make any claim against the trust account Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between LOAC Buyer, SPAC or its representativestheir respective Affiliates, on the one hand, and the Buyer Sponsor or its representativesAffiliates, on the other hand, this Agreement 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 are collectively referred to hereafter as collectively, the “Released Claims”). The Buyer Sponsor on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Buyer Sponsor 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 LOAC or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with the LOAC Buyer, SPAC or its affiliatestheir respective Affiliates). The Buyer Xxxxxxx agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by LOAC Buyer and its affiliates Affiliates to induce the Buyer to enter in into this Agreement, and the Buyer Sponsor further intends and understands such waiver to be valid, binding and enforceable against Sponsor and each of its Affiliates under applicable law. To Notwithstanding the extent foregoing, (i) nothing herein shall serve to limit or prohibit the Buyer commences right of Sponsor or any action or proceeding based upon, in connection with, relating of its equity holders to or arising out pursue a claim against SPAC for legal relief against assets of any matter relating to LOAC SPAC or its representativessuccessor held outside the Trust Account, which proceeding seeksfor specific performance or other equitable relief pursuant to the terms hereof, (ii) nothing herein shall serve to limit or prohibit any claims that Sponsor or any of its equity holders may have in whole the future against SPAC’s assets or funds that are not held in part, monetary relief against LOAC the Trust Account of SPAC or its representatives, the Buyer hereby acknowledges and agrees successor (including any funds that have been released to SPAC or its sole remedy shall be against funds held outside of successor from the Trust Account and any assets that have been purchased or acquired with such funds) and (iii) nothing herein shall be deemed to limit the right, title, interest or claim shall not permit the Buyer (of Sponsor, its equity holders or any person claiming on any of their behalves or in lieu of them) to have any claim against the trust account (including any distributions therefrom) or any amounts contained therein. For the purpose of this Section 6.2, “representative” means, as its Affiliates to any personmonies held in the Trust Account by virtue of its record or beneficial ownership of SPAC’s Class A Ordinary Shares (for the avoidance of doubt, other than the Class A Ordinary Shares, which were converted from Class B Ordinary Shares and which have no right, title, interest or claim of any kind in or to any monies in the Trust Account), pursuant to a validly exercised redemption right with respect to any such person’s affiliates and its and their managers, directors, officers, employees, agents and advisors (including financial advisors, counsel and accountants)Class A Ordinary Shares.

Waiver Against Trust. The Buyer Seller hereby agrees agrees, on behalf of itself and its affiliates, that, notwithstanding anything to the contrary in this Agreement, the Buyer shall not neither Seller nor any of its 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 established by LOAC in connection with of SPAC containing the proceeds of its initial public offering and the concurrent private placement for the benefit of the public stockholders of SPAC (the “Trust Account”), to the ) or distributions therefrom, or make any claim against the trust account Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between LOAC Buyer, Sponsor, SPAC or its representativestheir respective affiliates, on the one hand, and the Buyer Seller or its representativesaffiliates, on the other hand, this Agreement 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 are collectively referred to hereafter as collectively, the “Released Claims”). The Buyer Seller on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Buyer Seller 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 LOAC or its representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with the LOAC Buyer, Sponsor, SPAC or its their respective affiliates). The Buyer Seller agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by LOAC Buyer and its affiliates to induce the Buyer to enter in into this Agreement, and the Buyer Seller further intends and understands such waiver to be valid, binding and enforceable against Seller and each of its affiliates under applicable law. To Notwithstanding the extent foregoing, (i) nothing herein shall serve to limit or prohibit the Buyer commences right of Seller or any action or proceeding based upon, in connection with, relating of its equity holders to or arising out pursue a claim against SPAC for legal relief against assets of any matter relating to LOAC SPAC or its representativessuccessor held outside the Trust Account, which proceeding seeksfor specific performance or other equitable relief pursuant to the terms hereof, (ii) nothing herein shall serve to limit or prohibit any claims that Seller or any of its equity holders may have in whole the future against SPAC’s assets or funds that are not held in part, monetary relief against LOAC the Trust Account of SPAC or its representatives, the Buyer hereby acknowledges and agrees successor (including any funds that have been released to SPAC or its sole remedy shall be against funds held outside of successor from the Trust Account and any assets that have been purchased or acquired with such funds) and (iii) nothing herein shall be deemed to limit the right, title, interest or claim shall not permit the Buyer (of Seller, its equity holders or any person claiming on any of their behalves or in lieu of them) to have any claim against the trust account (including any distributions therefrom) or any amounts contained therein. For the purpose of this Section 6.2, “representative” means, as its affiliates to any personmonies held in the Trust Account by virtue of its record or beneficial ownership of SPAC’s Class A common stock, pursuant to a validly exercised redemption right with respect to any such person’s affiliates and its and their managers, directors, officers, employees, agents and advisors (including financial advisors, counsel and accountants)Class A common stock.