Common use of Exculpation of the Placement Agent Clause in Contracts

Exculpation of the Placement Agent. Each party hereto agrees, for the express benefit of the Placement Agent, its Affiliates, and representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither the Placement Agent nor any of its Affiliates or any of its representatives (i) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii) make any representation or warranty, or have any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materials; or (iii) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them by this Agreement or any other Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except for such party’s own gross negligence, willful misconduct or bad faith. (b) The Placement Agent, its Affiliates and its representatives shall be entitled to rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to the Placement Agent, its Affiliates or its representatives, by or on behalf of the Company.

Exculpation of the Placement Agent. Each party hereto agrees, of the Company and Purchaser agrees for the express benefit of the Placement Agent, its Affiliates, affiliates and representatives, their respective representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither None of the Placement Agent nor any of Agent, its Affiliates affiliates or any of its representatives their representatives: (i) have any duties or obligations under this Agreement; (ii) shall be liable for any improper payment made in accordance with this Agreement and the information provided herein by the Company; (iiiii) make any representation or warranty, or have any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materialsAgreement; or (iiiiv) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any other Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction DocumentAgreement, except for such party’s own gross negligence, negligence or willful misconduct or bad faithrequired by law. (b) The Placement Agent, its Affiliates affiliates and its their respective representatives shall be entitled to rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to the Placement Agent, its Affiliates or its representatives, any of them by or on behalf of the Company.

Exculpation of the Placement Agent. Each party hereto agrees, for the express benefit of the Placement Agent, its Affiliates, Affiliates and representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) : Neither the Placement Agent nor any of its Affiliates or any of its representatives (i) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii) make any representation or warranty, or have any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materials; or (iii) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them by this Agreement or any other Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except for such party’s own gross negligence, willful misconduct or bad faith. (b) . The Placement Agent, its Affiliates and its representatives shall be entitled to rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to the Placement Agent, its Affiliates or its representatives, by or on behalf of the Company.

Exculpation of the Placement Agent. Each party hereto agrees, for the express benefit of the Placement Agent, its Affiliates, affiliates and representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither the Placement Agent nor any of its Affiliates affiliates or any of its representatives (i) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii) make any representation or warranty, or have any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materials; or (iii) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them by this Agreement or any other Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except for such party’s own gross negligence, willful misconduct or bad faith. (b) The Placement Agent, its Affiliates respective affiliates and its representatives shall be entitled to rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to the Placement Agent, its Affiliates or its respective affiliates and representatives, by or on behalf of the Company.

Exculpation of the Placement Agent. Each party hereto agrees, agrees for the express benefit of the Placements Agent and its affiliates and representatives that: (i) none of the Placement Agent, its Affiliates, and representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither the Placement Agent nor any of its Affiliates affiliates or any of its representatives (i1) has any duties or obligations other than those specifically set forth herein or in the engagement letter, dated December 4, 2020 (the “Engagement Letter”), between the Company and the Placement Agent; (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii3) make makes any representation or warranty, or have has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby and thereby; or (iii4) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any other Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except in each case for such party’s own gross negligence, willful misconduct or bad faith. (bii) The Placement Agent, its Affiliates affiliates and its representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to the Placement Agent, its Affiliates or its representatives, any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as the Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each party hereto agrees, for the express benefit of the Placement AgentAgents, its Affiliates, their respective affiliates and representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither the Placement Agent Agents nor any of its Affiliates their respective affiliates or any of its their representatives (i) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii) make any representation or warranty, or have has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materials; or (iii) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them by this Agreement or any other Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except for such party’s own gross negligence, willful misconduct or bad faith. (b) The Placement AgentAgents, its Affiliates their respective affiliates and its representatives shall be entitled to rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to the Placement Agent, its Affiliates or its representatives, any of them by or on behalf of the Company.

Exculpation of the Placement Agent. Each party hereto agrees, for the express benefit of the Placement AgentAgents, its Affiliates, their respective affiliates and representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither the Placement Agent Agents nor any of its Affiliates their respective affiliates or any of its their representatives (i) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii) make any representation or warranty, or have has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materials; or (iii) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them by this Agreement or any other Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except for such party’s own gross negligence, willful misconduct or bad faith. (b) The Placement AgentAgents, its Affiliates their respective affiliates and its representatives shall be entitled to rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to the Placement Agent, its Affiliates or its representatives, any of them by or on behalf of the Company.. (Signature Pages Follow)

Exculpation of the Placement Agent. Each party hereto agrees, for the express benefit of the Placement Agent, its Affiliates, Affiliates and representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) (a) Neither the Placement Agent nor any of its Affiliates or any of its representatives (i) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii) make any representation or warranty, or have any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materials; or (iii) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them by this Agreement or any other Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except for such party’s own gross negligence, willful misconduct or bad faith. (b) The Placement Agent, its Affiliates and its representatives shall be entitled to rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to the Placement Agent, its Affiliates or its representatives, by or on behalf of the Company.

Exculpation of the Placement Agent. Each party hereto agrees, agrees for the express benefit of the Placements Agent and its affiliates and representatives that: (i) none of the Placement Agent, its Affiliates, and representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither the Placement Agent nor any of its Affiliates affiliates or any of its representatives (i1) has any duties or obligations other than those specifically set forth herein or in the engagement letter, dated as July 17, 2019 (the “Engagement Letter”), between the Company and the Placement Agent; (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii3) make makes any representation or warranty, or have has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby and thereby; or (iii4) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any other Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except in each case for such party’s own gross negligence, willful misconduct or bad faith. (bii) The Placement Agent, its Affiliates affiliates and its representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to the Placement Agent, its Affiliates or its representatives, any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as the Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.

Exculpation of the Placement Agent. Each party hereto agrees, agrees for the express benefit of the Placement Agent, its Affiliates, Agents and representatives, their respective Affiliates and representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither the The Placement Agent nor any of and its Affiliates or any of its and representatives (i) have no duties or obligations other than those specifically set forth herein or in its Engagement Letter; (ii) shall not be liable for any improper payment made in accordance with the information provided by the Company; (iiiii) make any no representation or warranty, or and have any no responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby; or and (iiiiv) shall not be liable (xA) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them by this Agreement or any other Transaction Document Agreement, or (yB) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction DocumentAgreement, except in each case for such partyPerson’s own gross negligence, willful misconduct or bad faith. (b) The Placement Agent, Agent and its Affiliates and its representatives shall be entitled to rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to the Placement Agent, its Affiliates or its representatives, any of them by or on behalf of the Company.

Exculpation of the Placement Agent. Each party hereto agrees, agrees for the express benefit of the Placements Agent and its affiliates and representatives that: (i) none of the Placement Agent, its Affiliates, and representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) Neither the Placement Agent nor any of its Affiliates affiliates or any of its representatives (i1) has any duties or obligations other than those specifically set forth herein or in the engagement letter, dated September 9, 2022 (the “Engagement Letter”), between the Company and the Placement Agent; (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (ii3) make makes any representation or warranty, or have has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents or in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents, including any offering or marketing materialshereby and thereby; or (iii4) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon them it by this Agreement or any other Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Transaction Document, except in each case for such party’s own gross negligence, fraud, willful misconduct or bad faith. (bii) The Placement Agent, its Affiliates affiliates and its representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to the Placement Agent, its Affiliates or its representatives, any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as the Placement Agent hereunder pursuant to the indemnification provisions set forth in the Engagement Letter.