Common use of Duties of the Purchasers Clause in Contracts

Duties of the Purchasers. The Company and each Holder hereto acknowledges and agrees that nothing in this Agreement, the Warrant Cancellation Agreement or otherwise shall create a fiduciary duty of the Purchaser Group, or any officer, director or employee of the Purchaser Group, to the Company Group or any of its equityholders. Notwithstanding anything to the contrary in this Agreement or the Warrant Cancellation Agreement or any actions or omissions by representatives of the Purchaser Group in whatever capacity, including as a Holder Appointee, it is understood that the Purchaser Group is not acting as a financial advisor, agent or underwriter to the Company Group or otherwise on behalf of the Company Group unless retained to provide such services pursuant to a separate written agreement. Except as otherwise agreed in writing between the Company and the Purchaser, the Purchaser Group shall to the fullest extent permitted by law have no duty to refrain from (a) engaging in the same or similar activities or lines of business as the Company Group or (b) doing business with any client, customer or vendor of the Company Group. If the Purchaser Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company Group and the Purchaser Group, then the Company and each Holder (that is not a member of the Purchaser Group) to the fullest extent permitted by law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a corporate opportunity that should have been presented to the Company Group. In the case of any such corporate opportunity, the Purchaser Group shall to the fullest extent permitted by law not be liable to the Company Group or their equityholders or to any other Holder, as an equity holder of the Company by reason of the fact that the Purchaser Group acquires or seeks such corporate opportunity for themselves, direct such corporate opportunity to another Person or otherwise does not communicate information regarding such corporate opportunity to the Company Group.

Duties of the Purchasers. The Company parties hereto acknowledge and each Holder hereto acknowledges and agrees agree that nothing in this Agreement, the Warrant Cancellation Agreement or otherwise shall create a fiduciary duty of the Purchaser GroupPurchasers or any of their Affiliates, or any officer, director or employee of the Purchaser GroupPurchasers or any of their Affiliates, to the Company Group or any of its equityholdersshareholders. Notwithstanding anything to the contrary herein or in this Agreement or the Warrant Cancellation Credit Agreement or any actions or omissions by representatives of the Purchaser Group Purchasers or any of their Affiliates in whatever capacity, including as a Holder Appointeedirector or observer to the Company’s Board of Directors, it is understood that neither the Purchaser Group is not Purchasers nor any of their Affiliates are acting as a financial advisoradvisors, agent agents or underwriter underwriters to the Company Group or any of its Affiliates or otherwise on behalf of the Company Group or any of its Affiliates unless retained to provide such services pursuant to a separate written agreement. Except as otherwise agreed in writing between the Company and the PurchaserPurchasers, the Purchaser Group Purchasers shall to the fullest extent permitted by law have no duty to refrain from (ai) engaging in the same or similar activities or lines of business as the Company Group or (bii) doing business with any client, customer or vendor of the Company GroupCompany. If the Purchaser Group acquires Purchasers acquire knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company Group and the Purchaser GroupPurchasers, then the Company and each Holder (that is not a member of the Purchaser Group) to the fullest extent permitted by law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a corporate opportunity that should have been presented to the Company Groupor any of its Affiliates. In the case of any such corporate opportunity, the Purchaser Group Purchasers shall to the fullest extent permitted by law not be liable to the Company Group or their equityholders its stockholders, or to any other Holder, as an equity holder of the Company by reason of the fact that the Purchaser Group acquires Purchasers acquire or seeks seek such corporate opportunity for themselves, direct such corporate opportunity to another Person or otherwise does do not communicate information regarding such corporate opportunity to the Company GroupCompany.

Duties of the Purchasers. The Each of the Company (on its behalf and, to the extent possible, on behalf of the Stockholders), each Specified Stockholder and each Holder hereto acknowledges and agrees that nothing in this AgreementWarrant, the Warrant Cancellation Agreement any other Transaction Document or otherwise shall create a fiduciary duty of the Purchaser Group, or any officer, director or employee of the Purchaser Group, to the Company Group or any of its equityholders. Notwithstanding anything to the contrary in this Agreement or the Warrant Cancellation Agreement Transaction Documents or any actions or omissions by representatives of the Purchaser Group in whatever capacity, including as a Holder Appointee, it is understood that the Purchaser Group is not acting as a financial advisor, agent or underwriter to the Company Group or otherwise on behalf of the Company Group unless retained to provide such services pursuant to a separate written agreement. Except as otherwise agreed in writing between the Company and the Purchaser, the Purchaser Group shall to the fullest extent permitted by law have no duty to refrain from (ai) engaging in the same or similar activities or lines of business as the Company Group or (bii) doing business with any client, customer or vendor of the Company Group. If the Purchaser Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company Group and the Purchaser Group, then each of the Company (on its behalf and, to the extent possible, on behalf of the Stockholders), each Specified Stockholder and each Holder (that is not a member of the Purchaser Group) to the fullest extent permitted by law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a corporate opportunity that should have been presented to the Company Group. In the case of any such corporate opportunity, the Purchaser Group shall to the fullest extent permitted by law not be liable to the Company Group or their equityholders or to any other Holder, as an equity holder of the Company by reason of the fact that the Purchaser Group acquires or seeks such corporate opportunity for themselves, direct such corporate opportunity to another Person or otherwise does not communicate information regarding such corporate opportunity to the Company Group.