Common use of Independent Nature of Holders’ Obligations and Rights Clause in Contracts

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Asset Purchase Transaction Documents are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Asset Purchase Transaction Documents. Nothing contained herein or in any other Asset Purchase Transaction Documents, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holder as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Asset Purchase Transaction Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Asset Purchase Transaction Documents, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Asset Purchase Transaction Documents hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Asset Purchase Transaction Documentshereunder. Nothing contained herein or in any other Asset Purchase Transaction Documentsagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holder Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Asset Purchase Transaction Documentsthis Agreement. Each Holder confirms Investor acknowledges that it no other Investor has independently participated acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the negotiation of Shares or enforcing its rights under the transaction contemplated hereby Purchase Agreement or any other agreement entered into in connection with the advice of its own counsel and advisorsPurchase Agreement. Each Holder shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any other Asset Purchase Transaction DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Asset Purchase Transaction Documents hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Asset Purchase Transaction Documentshereunder. Nothing contained herein or in any other Asset Purchase Transaction Documentsagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holder Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Asset Purchase Transaction Documentsthis Agreement. Each Holder confirms acknowledges that it no other Holder has independently participated acted as agent for such Holder in connection with making its investment hereunder and that no Holder will be acting as agent of such Holder in connection with monitoring its investment in the negotiation of Registrable Securities or enforcing its rights under the transaction contemplated hereby Exchange Agreement or any other agreement entered into in connection with the advice of its own counsel and advisorsExchange Agreement. Each Holder shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any other Asset Purchase Transaction DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Asset Purchase Transaction Documents this Agreement are several and not joint with the obligations of any each other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Asset Purchase Transaction Documentsthis Agreement. Nothing contained herein or in any other Asset Purchase Transaction Documentsherein, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holder Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Asset Purchase Transaction Documentsthis Agreement. Each Holder confirms acknowledges that it has independently participated no other Holder will be acting as agent of such Holder in the negotiation of the transaction contemplated hereby with the advice of enforcing its own counsel and advisorsrights under this Agreement. Each Holder shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any other Asset Purchase Transaction DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding Proceeding for such purpose. The Company acknowledges that each of the Holders has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Holders and not because it was required or requested to do so by any Holder.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder and under any Asset Purchase Transaction Documents the Exchange Securities are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Asset Purchase Transaction Documentshereunder and thereunder. Nothing contained herein or in any other Asset Purchase Transaction Documentsherein, and no action taken by any Holder pursuant hereto or theretohereto, shall be deemed to constitute the Holder Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Asset Purchase Transaction Documents. Each Holder confirms that it has independently participated in this Agreement or the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorsExchange Securities. Each Holder shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any other Asset Purchase Transaction Documentsthe Exchange Securities, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Asset Purchase Transaction Documents hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Asset Purchase Transaction Documentshereunder. Nothing contained herein or in any other Asset Purchase Transaction Documentsagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holder Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Asset Purchase Transaction Documentsthis Agreement. Each Holder confirms Investor acknowledges that it no other Investor has independently participated acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the negotiation of Shares or enforcing its rights under the transaction contemplated hereby Subscription Agreement or any other agreement entered into in connection with the advice of its own counsel and advisorsSubscription Agreement. Each Holder shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any other Asset Purchase Transaction DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Asset Purchase Transaction Documents hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Asset Purchase Transaction Documentshereunder. Nothing contained herein or in any other Asset Purchase Transaction Documentsagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holder Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Asset Purchase Transaction Documentsthis Agreement. Each Holder confirms acknowledges that it no other Holder has independently participated acted as agent for such Holder in connection with making its investment hereunder and that no Holder will be acting as agent of such Holder in connection with monitoring its investment in the negotiation of Registrable Securities or enforcing its rights under the transaction contemplated hereby Purchase Agreement or any other agreement entered into in connection with the advice of its own counsel and advisorsPurchase Agreement. Each Holder shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any other Asset Purchase Transaction DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Asset Purchase Transaction Documents this Agreement are several and not joint with the obligations of any each other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Asset Purchase Transaction Documentsthis Agreement. Nothing contained herein or in any other Asset Purchase Transaction Documents, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holder Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Asset Purchase Transaction Documentsthis Agreement. Each Holder confirms acknowledges that it has independently participated no other Holder will be acting as agent of such Holder in the negotiation of the transaction contemplated hereby with the advice of enforcing its own counsel and advisorsrights under this Agreement. Each Holder shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any other Asset Purchase Transaction DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding Proceeding for such purpose. The Company acknowledges that each of the Holders has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Holders and not because it was required or requested to do so by any Holder.