Waiver of Claims Against Escrow Account Sample Clauses

Waiver of Claims Against Escrow Account. The Company and each Company Shareholder (on behalf of itself and its Affiliates) acknowledges that the Purchaser is a special purpose acquisition company with the power and privileges to effect a business combination, and that each such Party has read the IPO Prospectus, and understands and acknowledges that the Purchaser Subsidiary has established the Escrow Account for the benefit of the Purchaser’s public shareholders and that disbursements from the Escrow Account are available only in the limited circumstances set forth in the Escrow Agreement. The Company and each Company Shareholder (on behalf of itself and its Affiliates) further acknowledges that, if the Transactions, or, in the event this Agreement is terminated pursuant to its terms, another business combination, are not consummated by 6 July 2023, or such later date as is approved by the shareholders of the Purchaser to complete a business combination, the Purchaser will be obligated to procure the return to its shareholders of the amounts being held in the Escrow Account. Accordingly, the Company and each Company Shareholder (on behalf of itself and its Affiliates), notwithstanding anything to the contrary in this Agreement, hereby waives any past, present or future claim of any kind against, and any right to access, the Escrow Account or any distributions therefrom or to collect from the Escrow Account any monies that may be owed to them by the Purchaser or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Escrow Account at any time for any reason whatsoever; provided that nothing herein shall serve to limit or prohibit the Company’s or each Company Shareholder’s right to pursue a claim against the Purchaser or any of its Affiliates for legal relief against assets held outside of the Escrow Account (including from and after the consummation of a business combination other than as contemplated by this Agreement) (so long as such claim would not affect the Purchaser’s ability to fulfill its redemption obligations). The Company and the Company Shareholders acknowledge that the irrevocable waiver in this Clause 12.11 is material to this Agreement and specifically relied upon by the Purchaser to induce the Purchaser to enter in this Agreement, and the Company and each Company Shareholder further intends and understands this waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable law. This Clause 12.11 shall su...
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Related to Waiver of Claims Against Escrow Account

  • Waiver of Claims 9.1. The CONTRACTOR's acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the CITY arising out of this Agreement or otherwise related to the Project, except those previously made in writing and identified by the CONTRACTOR as unsettled at the time of the final payment. Neither the acceptance of the CONTRACTOR's services nor payment by the CITY shall be deemed to be a waiver of any of the CITY's rights against the CONTRACTOR.

  • WAIVER OF CLAIMS AND INDEMNITY AGREEMENT In consideration of the Releasees accepting my application for a Season Pass and permitting my use of the lifts, ski runs, trails, terrain parks, race courses, restaurants, day lodge, parking, access roads and other ski area facilities (hereinafter “the premises”), I hereby agree as follows:

  • Claims Against the School District It is understood that the School District's only obligation is to purchase an insurance policy and pay such amounts as agreed to herein and no claim shall be made against the School District as a result of a denial of insurance benefits by an insurance carrier.

  • RELEASE OF LIABILITY, WAIVER OF CLAIMS AND INDEMNITY AGREEMENT In consideration of THE RELEASEES allowing me to participate in wilderness activities, I hereby agree as follows:

  • Invoicing for Charges Against the Judicial Council’s Master Account A. The Contractor shall establish a Master Account for the Judicial Council’s charges provided for under the exhibits of this Agreement.

  • Release and Waiver of Claims In consideration of the severance payments and other benefits to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or relating to my employment with the Company and the termination of that employment, including (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:

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  • Notification of Claims In order that the indemnification provisions contained in this Section shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

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