Common use of Waiver of Access to Escrow Account Clause in Contracts

Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Sellers and the Company hereby irrevocably waive and release, and upon written request by Buyer or the SPAC at any time, will cause any controlled related party or Affiliate, and will use reasonable best efforts to cause any other related party or Affiliate, of Sellers and the Company, to waive and release, on substantially similar terms, any and all right, title, interest, causes of action and claims of any kind, whether in tort or contract or otherwise (each, a “Claim”), in or to, and any and all right to seek payment of any amounts due to it in connection with the Transaction or this Agreement: (a) out of, the Escrow Account; or (b) from monies or other assets released from the Escrow Account that are payable to the SPAC Shareholders or the IPO Underwriter, and hereby irrevocably waive and release any Claim they may have in the future, as a result of, or arising out of, this Agreement or the Transaction, which Claim would reduce, encumber or otherwise adversely affect: (i) the Escrow Account, (ii) any monies or other assets in the Escrow Account or (iii) monies or other assets released from the Escrow Account that are payable to the SPAC Shareholders or the IPO Underwriter, and further agree not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets in the Escrow Account, or monies or other assets released from the Escrow Account that are payable to the SPAC Shareholders or the IPO Underwriter, for any reason whatsoever or to bring any proceedings against the Escrow Account, Buyer, the SPAC, the IPO Underwriter, the Escrow Agent or any other Person in connection therewith. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the rights of the Sellers or the Company to pursue a claim against SPAC or any of its Affiliates for legal relief against assets held outside the Escrow Account. The Parties will use their reasonable best efforts to obtain a waiver and release, in form and substance the same as, or substantially similar to, this Section 6.11, from each party to any Other Transaction.

Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Sellers and the Company Col-Care hereby irrevocably waive waives and releasereleases, and upon written request by Buyer or the SPAC at any time, will shall cause any controlled related party or Affiliate, and will use reasonable best efforts to cause any other related party or Affiliate, Affiliate of Sellers and Col-Care in connection with the CompanyCol-Care Transaction, to waive and release, on substantially similar terms, any and all right, title, interest, causes of action and claims of any kind, whether in tort or contract or otherwise (each, a “Claim”), in or to, and any and all right to seek payment of any amounts due to it in connection with the Col-Care Transaction or this Agreement: (a) , out of, of the Escrow Account; , or (b) from monies or other assets released from the Escrow Account that are payable to the SPAC CGGC Shareholders or the IPO UnderwriterUnderwriters, and hereby irrevocably waive waives and release releases any Claim they it may have in the future, as a result of, or arising out of, this Agreement or the Col-Care Transaction, which Claim would reduce, reduce or encumber or otherwise adversely affect: (i) the Escrow Account, (ii) any monies or other assets in the Escrow Account or (iii) monies or other assets released from the Escrow Account that are payable to the SPAC CGGC Shareholders or IPO Underwriters, or to any monies or other assets in the IPO UnderwriterEscrow Account, and further agree agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets in the Escrow Account, or monies or other assets released from the Escrow Account that are payable to the SPAC CGGC Shareholders or IPO Underwriters or any monies or other assets in the IPO Underwriter, Escrow Account for any reason whatsoever or to bring any proceedings against the Escrow Account, Buyer, the SPAC, the IPO Underwriter, Account or the Escrow Agent or any other Person in connection therewith. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the rights of the Sellers or the Company to pursue a claim against SPAC or any of its Affiliates for legal relief against assets held outside the Escrow Account. The Parties will use their reasonable best efforts to obtain a waiver and release, in form and substance the same as, or substantially similar to, this Section 6.11, from each party to any Other TransactionAgent.

Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Sellers and the Company Sagicor hereby irrevocably waive waives and releasereleases, and upon written request by Buyer or the SPAC at any time, will shall cause any controlled related party or Affiliate, and will use reasonable best efforts to cause any other related party or Affiliate, Affiliate of Sellers and Sagicor in connection with the CompanySagicor Arrangement, to waive and release, on substantially similar terms, any and all right, title, interest, causes of action and claims of any kind, whether in tort or contract or otherwise (each, a “Claim”), in or to, and any and all right to seek payment of any amounts due to it in connection with the Transaction Sagicor Arrangement or this Agreement: (a) , out of, of the Escrow Account; , or (b) from monies or other assets released from the Escrow Account that are payable to the SPAC Alignvest Shareholders or the IPO UnderwriterUnderwriters, and hereby irrevocably waive waives and release releases any Claim they it may have in the future, as a result of, or arising out of, this Agreement or the TransactionSagicor Arrangement, which Claim would reduce, reduce or encumber or otherwise adversely affect: (i) the Escrow Account, (ii) any monies or other assets in the Escrow Account or (iii) monies or other assets released from the Escrow Account that are payable to the SPAC Alignvest Shareholders or IPO Underwriters, or to any monies or other assets in the IPO UnderwriterEscrow Account, and further agree agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets in the Escrow Account, or monies or other assets released from the Escrow Account that are payable to the SPAC Alignvest Shareholders or IPO Underwriters or any monies or other assets in the IPO Underwriter, Escrow Account for any reason whatsoever or to bring any proceedings against the Escrow Account, Buyer, the SPAC, the IPO Underwriter, Account or the Escrow Agent or any other Person in connection therewith. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the rights of the Sellers or the Company to pursue a claim against SPAC or any of its Affiliates for legal relief against assets held outside the Escrow Account. The Parties will use their reasonable best efforts to obtain a waiver and release, in form and substance the same as, or substantially similar to, this Section 6.11, from each party to any Other TransactionAgent.

Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Sellers and the Company LCV hereby irrevocably waive waives and releasereleases, and upon written request by Buyer or the SPAC at any time, will shall cause any controlled related party or Affiliate, and will use reasonable best efforts to cause any other related party or Affiliate, Affiliate of Sellers and LCV in connection with the CompanyLCV Transaction, to waive and release, on substantially similar terms, any and all right, title, interest, causes of action and claims of any kind, whether in tort or contract or otherwise (each, a “Claim”), in or to, and any and all right to seek payment of any amounts due to it in connection with the LCV Transaction or this Agreement: (a) , out of, of the Escrow Account; , or (b) from monies or other assets released from the Escrow Account that are payable to the SPAC Subversive Shareholders or the IPO Underwriter, and hereby irrevocably waive waives and release releases any Claim they it may have in the future, as a result of, or arising out of, this Agreement or the LCV Transaction, which Claim would reduce, reduce or encumber or otherwise adversely affect: (i) the Escrow Account, (ii) any monies or other assets in the Escrow Account or (iii) monies or other assets released from the Escrow Account that are payable to the SPAC Subversive Shareholders or IPO Underwriters, or to any monies or other assets in the IPO UnderwriterEscrow Account, and further agree agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets in the Escrow Account, or monies or other assets released from the Escrow Account that are payable to the SPAC Subversive Shareholders or IPO Underwriter or any monies or other assets in the IPO Underwriter, Escrow Account for any reason whatsoever or to bring any proceedings against the Escrow Account, Buyer, the SPAC, the IPO Underwriter, Account or the Escrow Agent or any other Person in connection therewith. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the rights of the Sellers or the Company to pursue a claim against SPAC or any of its Affiliates for legal relief against assets held outside the Escrow Account. The Parties will use their reasonable best efforts to obtain a waiver and release, in form and substance the same as, or substantially similar to, this Section 6.11, from each party to any Other TransactionAgent.

Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Sellers and the Company Intercure hereby irrevocably waive waives and releasereleases, and upon written request by Buyer or the SPAC at any time, will shall cause any controlled related party or Affiliate, and will use reasonable best efforts to cause any other related party or Affiliate, Affiliate of Sellers and Intercure in connection with the CompanyBusiness Combination, to waive and release, on substantially similar terms, any and all right, title, interest, causes of action and claims of any kind, whether in tort or contract or otherwise (each, a “Claim”), in or to, and any and all right to seek payment of any amounts due to it in connection with the Transaction Business Combination or this Agreement: (a) , out of, of the Escrow Account; , or (b) from monies or other assets released from the Escrow Account that are payable to the SPAC Shareholders holders of Subversive Restricted Voting Units or the IPO Underwriterits underwriters, and hereby irrevocably waive waives and release releases any Claim they it may have in the future, as a result of, or arising out of, this Agreement or the TransactionBusiness Combination, which Claim would reduce, reduce or encumber or otherwise adversely affect: (i) the Escrow Account, (ii) any monies or other assets in the Escrow Account or (iii) monies or other assets released from the Escrow Account that are payable to holders of Subversive Restricted Voting Units or its underwriters, or to any monies or other assets in the SPAC Shareholders or the IPO UnderwriterEscrow Account, and further agree agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets in the Escrow Account, or monies or other assets released from the Escrow Account that are payable to holders of Subversive Restricted Voting Units or its underwriters or any monies or other assets in the SPAC Shareholders or the IPO Underwriter, Escrow Account for any reason whatsoever or to bring any proceedings against the Escrow Account, Buyer, the SPAC, the IPO Underwriter, Account or the Escrow Agent or any other Person in connection therewith. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the rights of the Sellers or the Company to pursue a claim against SPAC or any of its Affiliates for legal relief against assets held outside the Escrow Account. The Parties will use their reasonable best efforts to obtain a waiver and release, in form and substance the same as, or substantially similar to, this Section 6.11, from each party to any Other TransactionAgent.

Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Sellers and the Company SC Vessel hereby irrevocably waive waives and releasereleases, and upon written request by Buyer or the SPAC at any time, will shall cause any controlled related party or Affiliate, and will use reasonable best efforts to cause any other related party or Affiliate, Affiliate of Sellers and SC Vessel in connection with the CompanyOG Enterprises Transaction, to waive and release, on substantially similar terms, any and all right, title, interest, causes of action and claims of any kind, whether in tort or contract or otherwise (each, a “Claim”), in or to, and any and all right to seek payment of any amounts due to it in connection with the OG Enterprises Transaction or this Agreement: (a) , out of, of the Escrow Account; , or (b) from monies or other assets released from the Escrow Account that are payable to the SPAC Subversive Shareholders or the IPO Underwriter, and hereby irrevocably waive waives and release releases any Claim they it may have in the future, as a result of, or arising out of, this Agreement or the OG Enterprises Transaction, which Claim would reduce, reduce or encumber or otherwise adversely affect: (i) the Escrow Account, (ii) any monies or other assets in the Escrow Account or (iii) monies or other assets released from the Escrow Account that are payable to the SPAC Subversive Shareholders or IPO Underwriters, or to any monies or other assets in the IPO UnderwriterEscrow Account, and further agree agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets in the Escrow Account, or monies or other assets released from the Escrow Account that are payable to the SPAC Subversive Shareholders or IPO Underwriter or any monies or other assets in the IPO Underwriter, Escrow Account for any reason whatsoever or to bring any proceedings against the Escrow Account, Buyer, the SPAC, the IPO Underwriter, Account or the Escrow Agent or any other Person in connection therewith. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the rights of the Sellers or the Company to pursue a claim against SPAC or any of its Affiliates for legal relief against assets held outside the Escrow Account. The Parties will use their reasonable best efforts to obtain a waiver and release, in form and substance the same as, or substantially similar to, this Section 6.11, from each party to any Other TransactionAgent.

Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Sellers and the Company Xxxxxx hereby irrevocably waive waives and releasereleases, and upon written request by Buyer or the SPAC at any time, will shall cause any controlled related party or Affiliate, and will use reasonable best efforts to cause any other related party or Affiliate, Affiliate of Sellers and Xxxxxx in connection with the CompanyXxxxxx Transaction, to waive and release, on substantially similar terms, any and all right, title, interest, causes of action and claims of any kind, whether in tort or contract or otherwise (each, a “Claim”), in or to, and any and all right to seek payment of any amounts due to it in connection with the Xxxxxx Transaction or this Agreement: (a) , out of, of the Escrow Account; , or (b) from monies or other assets released from the Escrow Account that are payable to the SPAC Subversive Shareholders or the IPO Underwriter, and hereby irrevocably waive waives and release releases any Claim they it may have in the future, as a result of, or arising out of, this Agreement or the Xxxxxx Transaction, which Claim would reduce, reduce or encumber or otherwise adversely affect: (i) the Escrow Account, (ii) any monies or other assets in the Escrow Account or (iii) monies or other assets released from the Escrow Account that are payable to the SPAC Subversive Shareholders or IPO Underwriters, or to any monies or other assets in the IPO UnderwriterEscrow Account, and further agree agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets in the Escrow Account, or monies or other assets released from the Escrow Account that are payable to the SPAC Subversive Shareholders or IPO Underwriter or any monies or other assets in the IPO Underwriter, Escrow Account for any reason whatsoever or to bring any proceedings against the Escrow Account, Buyer, the SPAC, the IPO Underwriter, Account or the Escrow Agent or any other Person in connection therewith. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the rights of the Sellers or the Company to pursue a claim against SPAC or any of its Affiliates for legal relief against assets held outside the Escrow Account. The Parties will use their reasonable best efforts to obtain a waiver and release, in form and substance the same as, or substantially similar to, this Section 6.11, from each party to any Other TransactionAgent.

Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Sellers and the Company hereby irrevocably waive and release, and upon written request by Buyer or the SPAC at any time, will cause any controlled related party or Affiliate, and will use reasonable best efforts to cause any other related party or Affiliate, Affiliate of Sellers and the CompanyCompany in connection with the Transaction, to waive and release, on substantially similar terms, any and all right, title, interest, causes of action and claims of any kind, whether in tort or contract or otherwise (each, a “Claim”), in or to, and any and all right to seek payment of any amounts due to it in connection with the Transaction or this Agreement: , (ai) out of, the Escrow Account; , or (bii) from monies or other assets released from the Escrow Account that are payable to the SPAC Shareholders or the IPO Underwriter, and hereby irrevocably waive and release any Claim they may have in the future, as a result of, or arising out of, this Agreement or the Transaction, which Claim would reduce, encumber or otherwise adversely affect: affect (iA) the Escrow Account, (iiB) any monies or other assets in the Escrow Account or (iiiC) monies or other assets released from the Escrow Account that are payable to the SPAC Shareholders or the IPO Underwriter, and further agree not to seek recourse, reimbursement, payment or satisfaction of any Claim against (a) the Escrow Account, (b) any monies or other assets in the Escrow Account, or (c) monies or other assets released from the Escrow Account that are payable to the SPAC Shareholders or the IPO Underwriter, for any reason whatsoever or to bring any proceedings against the Escrow Account, Buyer, the SPAC, the IPO Underwriter, the Escrow Agent or any other Person in connection therewith. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the rights of the Sellers or the Company to pursue a claim against SPAC or any of its Affiliates for legal relief against assets held outside the Escrow Account. The Parties will use their reasonable best efforts to obtain a waiver and release, in form and substance the same as, or substantially similar to, this Section 6.11, from each party to any Other Transaction.therewith.‌

Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Sellers Seller and the each Company hereby irrevocably waive and release, and upon written request by Buyer or the SPAC at any time, will cause any controlled related party or Affiliate, Affiliate of Seller and will use reasonable best efforts to cause any other related party or Affiliate, of Sellers and each Company in connection with the CompanyTransaction, to waive and release, on substantially similar terms, any and all right, title, interest, causes of action and claims of any kind, whether in tort or contract or otherwise (each, a “Claim”), in or to, and any and all right to seek payment of any amounts due to it in connection with the Transaction or this Agreement: Agreement,‌ (a) out of, the Escrow Account; , or (b) from monies or other assets released from the Escrow Account that are payable to the SPAC Shareholders or the IPO Underwriter, and hereby irrevocably waive and release any Claim they may have in the future, as a result of, or arising out of, this Agreement or the Transaction, which Claim would reduce, encumber or otherwise adversely affect: affect (ia) the Escrow Account, (iib) any monies or other assets in the Escrow Account or (iiic) monies or other assets released from the Escrow Account that are payable to the SPAC Shareholders or the IPO Underwriter, and further agree not to seek recourse, reimbursement, payment or satisfaction of any Claim against (a) the Escrow Account, (b) any monies or other assets in the Escrow Account, or (c) monies or other assets released from the Escrow Account that are payable to the SPAC Shareholders or the IPO Underwriter, for any reason whatsoever or to bring any proceedings against the Escrow Account, Buyer, the SPAC, the IPO Underwriter, the Escrow Agent or any other Person in connection therewith. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the rights of the Sellers or the Company to pursue a claim against SPAC or any of its Affiliates for legal relief against assets held outside the Escrow Account. The Parties will use their reasonable best efforts to obtain a waiver and release, in form and substance the same as, or substantially similar to, this Section 6.11, from each party to any Other Transaction.