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, Col-Care hereby irrevocably waives and releases, and shall cause any Affiliate of Col-Care in connection with the Col-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, out of the Escrow Account, or from monies or other assets released from the Escrow Account that are payable to CGGC Shareholders or IPO Underwriters, and hereby irrevocably waives and releases any Claim 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 or encumber any monies or other assets released from the Escrow Account that are payable to CGGC Shareholders or IPO Underwriters, or to any monies or other assets in the Escrow Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets released from the Escrow Account that are payable to CGGC Shareholders or IPO Underwriters or any monies or other assets in the Escrow Account for any reason whatsoever or to bring any proceedings against the Escrow Account or the Escrow Agent.

Appears in 2 contracts

Samples: Transaction Agreement (Columbia Care Inc.), Transaction Agreement

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Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Col-Care Sellers and the Company hereby irrevocably waives waive and releasesrelease, and shall upon written request by Buyer or the SPAC at any time, will cause any Affiliate controlled related party or Affiliate, and will use reasonable best efforts to cause any other related party or Affiliate, of Col-Care in connection with Sellers and the Col-Care TransactionCompany, 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, out of the Escrow Account, ; or (b) from monies or other assets released from the Escrow Account that are payable to CGGC the SPAC Shareholders or the IPO UnderwritersUnderwriter, and hereby irrevocably waives waive and releases release any Claim it they 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, encumber or encumber 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 CGGC the SPAC Shareholders or the IPO Underwriters, or to any monies or other assets in the Escrow AccountUnderwriter, and further agrees 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 CGGC the SPAC Shareholders or the IPO Underwriters or any monies or other assets in the Escrow Account Underwriter, for any reason whatsoever or to bring any proceedings against the Escrow Account 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 AgentAccount. 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Glass House Brands Inc.), Agreement and Plan of Merger (Glass House Brands Inc.)

Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Col-Care Intercure hereby irrevocably waives and releases, and shall cause any Affiliate of Col-Care Intercure in connection with the Col-Care TransactionBusiness 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 Col-Care Transaction Business Combination or this Agreement, out of the Escrow Account, or from monies or other assets released from the Escrow Account that are payable to CGGC Shareholders holders of Subversive Restricted Voting Units or IPO Underwritersits underwriters, and hereby irrevocably waives and releases any Claim it may have in the future, as a result of, or arising out of, this Agreement or the Col-Care TransactionBusiness Combination, which Claim would reduce or encumber any monies or other assets released from the Escrow Account that are payable to CGGC Shareholders holders of Subversive Restricted Voting Units or IPO Underwritersits underwriters, or to any monies or other assets in the Escrow Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets released from the Escrow Account that are payable to CGGC Shareholders holders of Subversive Restricted Voting Units or IPO Underwriters its underwriters or any monies or other assets in the Escrow Account for any reason whatsoever or to bring any proceedings against the Escrow Account or the Escrow Agent.

Appears in 1 contract

Samples: Arrangement Agreement (Intercure Ltd.)

Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Col-Care Xxxxxx hereby irrevocably waives and releases, and shall cause any Affiliate of Col-Care Xxxxxx in connection with the Col-Care Xxxxxx 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 Xxxxxx Transaction or this Agreement, out of the Escrow Account, or from monies or other assets released from the Escrow Account that are payable to CGGC Subversive Shareholders or IPO UnderwritersUnderwriter, and hereby irrevocably waives and releases any Claim it may have in the future, as a result of, or arising out of, this Agreement or the Col-Care Xxxxxx Transaction, which Claim would reduce or encumber any monies or other assets released from the Escrow Account that are payable to CGGC Subversive Shareholders or IPO Underwriters, or to any monies or other assets in the Escrow Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets released from the Escrow Account that are payable to CGGC Subversive Shareholders or IPO Underwriters Underwriter or any monies or other assets in the Escrow Account for any reason whatsoever or to bring any proceedings against the Escrow Account or the Escrow Agent.

Appears in 1 contract

Samples: Transaction Agreement (TPCO Holding Corp.)

Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Col-Care SC Vessel hereby irrevocably waives and releases, and shall cause any Affiliate of Col-Care SC Vessel in connection with the Col-Care OG 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 Col-Care OG Enterprises Transaction or this Agreement, out of the Escrow Account, or from monies or other assets released from the Escrow Account that are payable to CGGC Subversive Shareholders or IPO UnderwritersUnderwriter, and hereby irrevocably waives and releases any Claim it may have in the future, as a result of, or arising out of, this Agreement or the Col-Care OG Enterprises Transaction, which Claim would reduce or encumber any monies or other assets released from the Escrow Account that are payable to CGGC Subversive Shareholders or IPO Underwriters, or to any monies or other assets in the Escrow Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets released from the Escrow Account that are payable to CGGC Subversive Shareholders or IPO Underwriters Underwriter or any monies or other assets in the Escrow Account for any reason whatsoever or to bring any proceedings against the Escrow Account or the Escrow Agent.

Appears in 1 contract

Samples: Transaction Agreement (TPCO Holding Corp.)

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Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Col-Care Sellers and the Company hereby irrevocably waives waive and releasesrelease, and shall upon written request by Buyer or the SPAC at any time, will cause any related party or Affiliate of Col-Care Sellers and the Company in connection with the Col-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, (i) out of of, the Escrow Account, or (ii) from monies or other assets released from the Escrow Account that are payable to CGGC the SPAC Shareholders or the IPO UnderwritersUnderwriter, and hereby irrevocably waives waive and releases release any Claim it they 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, encumber or encumber otherwise adversely affect (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 CGGC the SPAC Shareholders or the IPO Underwriters, or to any monies or other assets in the Escrow AccountUnderwriter, and further agrees 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 CGGC the SPAC Shareholders or the IPO Underwriters or any monies or other assets in the Escrow Account Underwriter, for any reason whatsoever or to bring any proceedings against the Escrow Account or Account, Buyer, the SPAC, the IPO Underwriter, the Escrow Agent.Agent or any other Person in connection therewith.‌

Appears in 1 contract

Samples: Equity Purchase Agreement

Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Col-Care Sagicor hereby irrevocably waives and releases, and shall cause any Affiliate of Col-Care Sagicor in connection with the Col-Care TransactionSagicor 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 Col-Care Transaction Sagicor Arrangement or this Agreement, out of the Escrow Account, or from monies or other assets released from the Escrow Account that are payable to CGGC Alignvest Shareholders or IPO Underwriters, and hereby irrevocably waives and releases any Claim it may have in the future, as a result of, or arising out of, this Agreement or the Col-Care TransactionSagicor Arrangement, which Claim would reduce or encumber any monies or other assets released from the Escrow Account that are payable to CGGC Alignvest Shareholders or IPO Underwriters, or to any monies or other assets in the Escrow Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets released from the Escrow Account that are payable to CGGC Alignvest Shareholders or IPO Underwriters or any monies or other assets in the Escrow Account for any reason whatsoever or to bring any proceedings against the Escrow Account or the Escrow Agent.

Appears in 1 contract

Samples: Arrangement Agreement (Sagicor Financial Co Ltd.)

Waiver of Access to Escrow Account. Notwithstanding anything to the contrary in this Agreement, Col-Care LCV hereby irrevocably waives and releases, and shall cause any Affiliate of Col-Care LCV in connection with the Col-Care LCV 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 LCV Transaction or this Agreement, out of the Escrow Account, or from monies or other assets released from the Escrow Account that are payable to CGGC Subversive Shareholders or IPO UnderwritersUnderwriter, and hereby irrevocably waives and releases any Claim it may have in the future, as a result of, or arising out of, this Agreement or the Col-Care LCV Transaction, which Claim would reduce or encumber any monies or other assets released from the Escrow Account that are payable to CGGC Subversive Shareholders or IPO Underwriters, or to any monies or other assets in the Escrow Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets released from the Escrow Account that are payable to CGGC Subversive Shareholders or IPO Underwriters Underwriter or any monies or other assets in the Escrow Account for any reason whatsoever or to bring any proceedings against the Escrow Account or the Escrow Agent.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Reorganization (TPCO Holding Corp.)

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