(ii) will use personnel of required skill, experience and qualifications to perform the Services; and (iii) will provide updates as to the performance of the Services as reasonably requested by the Company.
Neither Deutsche Bank, TowerBrook nor any of their respective affiliates (nor any of their respective control persons, directors, officers, employees or agents) shall be liable to the Company, the Target or to any other person claiming through the Company or the Target for any claim, loss, damage, liability, cost or expense suffered by the Company or any such other person arising out of or related to Deutsche Banks engagement hereunder except for a claim, loss or expense that arises primarily out of or is based primarily upon any action or failure to act by Deutsche Bank or TowerBrook, as applicable, other than an action or failure to act undertaken at the request or with the consent of the Company or the Target, as applicable, that is found in a final non-appealable judicial determination (or a settlement tantamount thereto) to constitute willful misconduct or gross negligence on the part of Deutsche Bank or TowerBrook, as applicable.
The Company shall indemnify each Capital Markets Advisor and its affiliates and directors, officers, employees, shareholders, representatives and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference.
Notwithstanding the foregoing and Annex I, each Capital Markets Advisor agrees, if there is no Closing, (i) it does not have any right, title, interest or claim of any kind in or to any monies in the Companys trust account (Trust Account) established in connection with the IPO with respect to the Marketing Fee (each, a Claim); (ii) to waive any Claim it may have in the future as a result of, or arising out of, any Services provided to the Company hereunder; and (iii) not to seek recourse against the Trust Account with respect to the Marketing Fee.
6. Use of Name and Reports.
Without each Capital Markets Advisors prior written consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee or agent thereof) shall quote or refer to (i) either Capital Markets Advisors name in connection with such Capital Markets Advisors performance of its Services hereunder or (ii) any advice rendered by either Capital Markets Advisor to the Company or any communication from either Capital Markets Advisor in connection with performance of their Services hereunder, except as required by applicable federal or state law, regulation or securities exchange rule. In the event of announcement of a Business Combination, each of Deutsche Bank and TowerBrook shall have the right, at its own expense, to disclose its participation in such Business Combination in marketing materials (e.g., pitch books, case studies, and similar marketing materials) and by way of placement of tombstone and similar advertisements in financial and other newspapers and journals. Further, prior to distributing any proxy materials relating to a Business Combination to its stockholders or to the Targets stockholders, as applicable, the Company shall furnish such materials to each Capital Markets Advisor for its review and comment, and the Company will not distribute, and will use commercially reasonable efforts to cause the Target not to distribute, any such materials to which any Capital Markets Advisor reasonably objects.
7. Status as Independent Contractor.
Each Capital Markets Advisor shall perform its Services as an independent contractor and not as an employee of the Company or affiliate thereof. It is expressly understood and agreed to by the parties that no Capital Markets Advisor shall have authority to act for, represent or bind the Company or any affiliate thereof in any manner, except as may be expressly agreed to by the Company in writing. In rendering such Services, the Capital Markets Advisors will be acting solely pursuant to a contractual relationship on an arms-length basis. This Agreement is not intended to create a fiduciary relationship between the parties and neither the Capital Markets Advisors nor any of the Capital Markets Advisors respective officers, directors or personnel will owe any fiduciary duty to the Company or any other person in connection with any of the matters contemplated by this Agreement. The Company hereby waives, to the fullest extent permitted by law, any claims it may have against either Capital Markets Advisor for breach of fiduciary duty or alleged breach of fiduciary duty related to the Services and agrees that neither Capital Markets Advisor shall have liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on the Companys behalf, including the Companys stockholders, employees or creditors. For the avoidance of doubt, none of the activities of either Capital Markets Advisor in connection with its engagement hereunder constitute a recommendation, investment advice, or solicitation of any action by such Capital Markets Advisor with respect to any entity or natural person.
8. Potential Conflicts.
The Company acknowledges that each of the Capital Markets Advisors are full-service securities firms engaged in securities trading and brokerage activities and providing a wide range of investment banking and advisory services from which conflicting interests may arise. Certain affiliates of each of the Capital Markets Advisors are engaged in asset management and other activities for their own account and otherwise. In the ordinary course of business, each Capital Markets Advisor and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities of the Company, any potential Targets, their respective affiliates or other entities that may be involved in the transactions contemplated hereby. Deutsche Bank, TowerBrook and their respective affiliates may act as a financial or capital markets advisor to any potential Target in respect of the Business Combination. In addition, certain of the Companys founders, officers, directors and advisors presently have, and any of them in the future may have additional, fiduciary