Limitation of Placement Agents’ Liability to the Company Sample Clauses
The Limitation of Placement Agent’s Liability to the Company clause restricts the extent to which the placement agent can be held responsible for losses or damages incurred by the company in connection with their services. Typically, this clause sets a cap on the agent’s liability, excludes certain types of damages such as indirect or consequential losses, or limits liability to cases of gross negligence or willful misconduct. Its core function is to allocate risk between the parties by protecting the placement agent from excessive or unforeseen claims, thereby ensuring that their exposure is predictable and manageable.
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Limitation of Placement Agents’ Liability to the Company. The Placement Agent and the Company further agree that neither the Placement Agent nor any of its affiliates or any of its respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agent shall have any liability to the Company, its security holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in contract or tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement or the Services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based on any action of or failure to act by the Placement Agent and that are finally judicially determined to have resulted solely from the gross negligence or willful misconduct of the Placement Agent.
Limitation of Placement Agents’ Liability to the Company. Katalyst shall not have any liability to the Company for any Losses attributable to the gross negligence, intentional misrepresentation or willful misconduct of another Placement Agent.
Limitation of Placement Agents’ Liability to the Company. GPN shall not have any liability to the Company for any Losses attributable to the gross negligence, intentional misrepresentation or willful misconduct of another Placement Agent.
Limitation of Placement Agents’ Liability to the Company. The respective Placement Agents and the Company further agree that none of the Placement Agents nor any of their affiliates or any of their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the Company or the Public Entity, either of their respective security holders or creditors, or any person asserting claims on behalf of or in the right of the Company or the Public Entity (whether direct or indirect, in contract, tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses (collectively, “Losses”) that arise out of or are based on any action of or failure to act by either Northland, Trout, or Katalyst and that are finally judicially determined to have resulted solely from the gross negligence, intentional misrepresentation or willful misconduct of any or all of Northland, Trout, or Katalyst. Any such liability shall be several and not joint, and none of Northland, Trout, or Katalyst shall have any liability to the Company or the Public Entity for any Losses attributable to the gross negligence, intentional misrepresentation or willful misconduct of another Placement Agent.
Limitation of Placement Agents’ Liability to the Company. The Placement Agents, severally, not jointly, and the Company further agree that neither Placement Agents nor any of their affiliates or any of their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the Company or the Public Entity, either of respective security holders or creditors, or any person asserting claims on behalf of or in the right of the Company or the Public Entity (whether direct or indirect, in contract, tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses (collectively, “Losses”) that arise out of or are based on any action of or failure to act by the respective Placement Agent and that are finally judicially determined to have resulted solely from the gross negligence, intentional misrepresentation or willful misconduct of the respective Placement Agent.
Limitation of Placement Agents’ Liability to the Company. Placement Agent and the Company further agree that neither Placement Agent nor any of its affiliates or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its security holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in contract, tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based on any action of or failure to act by Placement Agent and that are finally judicially determined to have resulted solely from the gross negligence or willful misconduct of Placement Agent. RBW Capital Partners “RBW” is a Division of D▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc.All Securities and Brokerage Services are offered through D▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc.1▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ | ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇(561) 391-5555 | w▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | Member: FINRA/SIPC
Limitation of Placement Agents’ Liability to the Company. Katalyst shall not have any liability to the Company, TRUE or Acquisition Sub for any Losses attributable to the gross negligence, intentional misrepresentation or willful misconduct of another Placement Agent or Investment Banker.