Common use of Exculpation of the Placement Agents Clause in Contracts

Exculpation of the Placement Agents. Each party hereto agrees, for the express benefit of each Placement Agent, its affiliates and representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (i) Neither the Placement Agents nor any of their respective affiliates or any of their respective 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. (ii) The Placement Agents, their respective affiliates and 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 Agents, their respective affiliates or representatives, by or on behalf of the Company.

Exculpation of the Placement Agents. Each party hereto agrees, for the express benefit of each the Placement AgentAgents, its their respective affiliates and representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (ia) Neither the Placement Agents nor any of their respective affiliates or any of their respective 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. (iib) The Placement Agents, their respective affiliates and 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 any of the Placement Agents, their respective affiliates or and representatives, by or on behalf of the Company.

Exculpation of the Placement Agents. Each party hereto agrees, for the express benefit of each the Placement AgentAgents, its their respective affiliates and representatives, that, in connection with the Transaction Documents and the transactions contemplated thereby: (ia) Neither the Placement Agents nor any of their respective affiliates or any of their respective 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. (iib) The Placement Agents, their respective affiliates and 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 Agents, their respective affiliates or representatives, any of them by or on behalf of the Company.. (Signature Pages Follow)

Exculpation of the Placement Agents. Each party hereto agrees, The Company and each Purchaser agrees for the express benefit of each the Placement Agent, its affiliates and representatives, its respective representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) None of the Placement Agent, its affiliates or its representatives: (i) Neither the Placement Agents nor have any of their respective affiliates duties or any of their respective representatives obligations under this Agreement; (iii) 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. (iib) The Placement AgentsAgent, their respective its affiliates and its 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 Agents, their respective affiliates or representatives, any of them by or on behalf of the Company.. 8

Exculpation of the Placement Agents. Each party hereto agrees, for the express benefit of each the Placement AgentAgents, its their respective affiliates and representatives, that, in connection with the Transaction Documents this Subscription Agreement and the transactions contemplated thereby: (i) 6.10.1. Neither the Placement Agents nor any of their respective affiliates or any of their respective 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 Subscription Agreement or the other Transaction Documents or in connection with any of the transactions contemplated by this Subscription 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 Subscription Agreement or any other Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Subscription Agreement or any other Transaction Document, except for such party’s own gross negligence, willful misconduct or bad faith. (ii) 6.10.2. The Placement Agents, their respective affiliates and 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 Agents, their respective affiliates or representatives, any of them by or on behalf of the Company.

Exculpation of the Placement Agents. Each party hereto agrees, The Company and each Purchaser agrees for the express benefit of each the Placement Agent, its affiliates and representatives, its respective representatives that, in connection with the Transaction Documents and the transactions contemplated thereby: (a) None of the Placement Agent, its affiliates or its representatives: (i) Neither the Placement Agents nor have any of their respective affiliates duties or any of their respective representatives obligations under this Agreement; (iii) 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. (iib) The Placement AgentsAgent, their respective its affiliates and its 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 Agents, their respective affiliates or representatives, any of them by or on behalf of the Company.