Common use of No Third Party Reliance Clause in Contracts

No Third Party Reliance. Anything contained herein to the contrary notwithstanding, the covenants of the Company contained in this Agreement (a) are being given by the Company as an inducement to the Participant to enter into this Agreement (and the Company acknowledges that the Participant has expressly relied thereon) and (b) are solely for the benefit of the Participant. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder, except that the provisions of Section 2.2(d) shall inure to the benefit of the persons referred to in such section. (a) Upon the receipt of any cash dividend, distribution or other release of any cash proceeds or other amounts from the Company to the Participant, the Participant shall make all payments required to be made to the Company under the Promissory Note. The Company may remit dividends, distributions and other amounts payable in respect of shares of Common Stock held by the Participant so that such funds can be applied on behalf of the Participant to any amounts then payable by the Participant to the Company or any of its Affiliates pursuant to the Promissory Note. (b) The Company may set-off, deduct and withhold from any amounts due to the Participant upon a purchase of Shares pursuant to Article IV any amounts then payable by the Participant to the Company or any of its Affiliates pursuant to the Promissory Note. The Company may apply such funds on behalf of the Participant to any amounts then payable by the Participant to the Company or any of its Affiliates pursuant to the Promissory Note.