Common use of Placement Agents Clause in Contracts

Placement Agents. Such Investor hereby acknowledges and agrees that (a) each of the Placement Agents is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Documents and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Investor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) no Placement Agent has made or will make any representation or warranty, whether express or implied, of any kind or character, or has provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) no Placement Agent will have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) no Placement Agent will have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Documents.

Placement Agents. Such Investor hereby acknowledges and agrees that (a) each of the Placement Agents Agent is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Documents and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Investor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) no neither of the Placement Agent Agents has made or and will not make any representation or warranty, whether express or implied, of any kind or character, or character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) no neither of the Placement Agent will have has any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) no neither of the Placement Agent Agents will have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Documents.

Placement Agents. Such Investor The Purchaser hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Shares and the Warrants, and that (ai) each of the Placement Agents is are acting solely as placement agent agents in connection with the execution, delivery and performance of the Transaction Documents and each is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Investorthe Purchaser, the Company or any other person or entity Person in connection with the execution, delivery and performance of the Transaction Documents, (bii) no the Placement Agent has Agents have not made or and will not make any representation or warranty, whether express or implied, of any kind or character, or character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, Documents and (ciii) no the Placement Agent Agents will not have any responsibility with respect to (iA) any representations, warranties or agreements made by any person or entity Person under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any personPerson) thereof, or (iiB) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect the Purchasers’ right to rely on the Company’s representations and (d) no Placement Agent will have warranties contained in this Agreement or any liability or obligation (including without limitation, for or with respect to representations and warranties contained in any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company other Transaction Document or any other person document or entity), whether instrument executed and/or delivered in contract, tort connection with this Agreement or otherwise, to such Investor, or to any person claiming through it, in respect the consummation of the execution, delivery and performance of the Transaction Documentstransactions contemplated hereby.

Placement Agents. Such Investor hereby acknowledges and agrees that (a) each of the Placement Agents Agent is acting solely as a placement agent in connection with the execution, delivery and performance of the Transaction Documents and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Investor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) no each Placement Agent has not made or and will not make any representation or warranty, whether express or implied, of any kind or character, or and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) no each Placement Agent will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) no each Placement Agent will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Documents.

Placement Agents. Such Investor hereby acknowledges and agrees that it has independently evaluated the merits of its decisions to purchase the Placement Securities and that (a) each of the Placement Agents is are acting solely as placement agent agents in connection with the execution, delivery and performance of the Transaction Documents and is are not acting as an underwriter underwriters or in any other capacity and is are not and shall not be construed as a fiduciary for such Investor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) no the Placement Agent has Agents have not made or and will not make any representation or warranty, whether express or implied, of any kind or character, or has and have not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) no neither of the Placement Agent Agents will have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) no the Placement Agent Agents will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Documents.

Placement Agents. Such Investor hereby acknowledges and agrees that (a) each of the Placement Agents is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Documents and is not acting as an underwriter or in any other capacity in connection therewith and is not and shall not be construed as a fiduciary for such Investor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) no Placement Agent has made or will make any representation or warranty, whether express or implied, of any kind or character, to such Investor or has provided any advice or recommendation to such Investor in connection with the execution, delivery and performance of the Transaction Documents, (c) no Placement Agent will have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) no Placement Agent will have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Documents.

Placement Agents. Such Investor hereby acknowledges and agrees that (ai) each of the Placement Agents is are acting solely as placement agent agents in connection with the execution, delivery and performance of the Transaction Documents and is are not acting as an underwriter underwriters or in any other capacity and is are not and shall not be construed as a fiduciary fiduciaries for such Investor, the Company or any other person or entity Person in connection with the execution, delivery and performance of the Transaction Documents, (bii) no the Placement Agent has Agents have not made or and will not make any representation or warranty, whether express or implied, of any kind or character, or has and have not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (ciii) no the Placement Agent Agents will not have any responsibility with respect to (ia) any representations, warranties or agreements made by any person or entity Person under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any personPerson) thereof, or (iib) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (div) no the Placement Agent Agents will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investor, or to any person Person claiming through it, in respect of the execution, delivery and performance of the Transaction Documents, except, in each case in this clause (iv), for such party’s own gross negligence, willful misconduct or bad faith.

Placement Agents. Such Without limitation of the foregoing, each Investor hereby further acknowledges and agrees that (ai) each of the Placement Agents is Investment Banks are acting solely as placement agent agents in connection with the execution, delivery transactions contemplated hereby and performance of the Transaction Documents and is are not acting as an underwriter underwriter, initial purchaser, dealer or in any other such capacity and is are not and shall not be construed as a fiduciary for such Investor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documentstransactions contemplated hereby, (bii) no Placement Agent has the Investment Banks have not made or and will not make any representation or warranty, whether express or implied, of any kind or character, or has character and have not provided any advice or recommendation in connection with the executiontransactions contemplated hereby, delivery and performance of (iii) the Transaction Documents, (c) no Placement Agent Investment Banks will have any no responsibility with respect to (iA) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance transactions contemplated hereby or any of the Transaction Documentsdocuments furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) of any thereof, or (iiB) the business, affairs, financial condition, operations, properties or prospects ofbusiness, or any other matter concerning the CompanyCompany or the transactions contemplated hereby. Each Investor agrees that neither Investment Bank nor any of their respective Affiliates, and (d) no Placement Agent will have control persons, officers, directors or employees shall be liable to such Investor for any liability action heretofore or obligation (including without limitation, for hereafter taken or omitted to be taken by any of them in connection with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, in respect ’s purchase of the execution, delivery and performance of the Transaction DocumentsShares pursuant to this Agreement.

Placement Agents. Such Investor hereby The Buyer acknowledges and agrees that (ai) each of the Placement Agents is (as defined below) are acting solely as placement agent agents in connection with the execution, delivery transactions contemplated by this Agreement and performance of the Transaction Documents and is are not acting as an underwriter underwriters or in any other capacity and is are not and shall not be construed as a fiduciary fiduciaries for such Investorthe Buyer, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documentstransactions contemplated by this Agreement, (bii) no the Placement Agent has Agents have not made or and will not make any representation or warranty, whether express or implied, of any kind or character, or has character and have not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documentstransactions contemplated by this Agreement, (ciii) no the Placement Agent Agents will have any no responsibility with respect to (iA) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance transactions contemplated by this Agreement or any of the Transaction Documentsdocuments furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) or any thereof, or (iiB) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the CompanyCompany or the transactions contemplated by this Agreement, and (div) the Placement Agents shall have no Placement Agent will have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investorthe Buyer, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investorthe Buyer, or to any person claiming through itthe Buyer, in respect of the execution, delivery and performance transactions contemplated by this Agreement. The Placement Agents are intended third-party beneficiaries of the Transaction Documentsrepresentations set forth in Section 2(a), (b), (c) and (g).

Placement Agents. Such Investor hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Shares or the Warrants, as applicable, and that (a) each of the Placement Agents is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Documents and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Investor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) no neither of the Placement Agent Agents has made or nor will make any representation or warranty, whether express or implied, of any kind or character, or character and neither of the Placement Agents has provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) no neither of the Placement Agent Agents will have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, Company and (d) no Investor hereby waives any claims that it otherwise might assert against any of the Placement Agent will have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, Agents in respect of the execution, delivery and performance of transactions contemplated by the Transaction Documents.

Placement Agents. Such Investor hereby acknowledges and agrees that (a) each of the Placement Agents is are acting solely as placement agent agents in connection with the execution, delivery and performance of the Transaction Documents and is Documents, are not acting as an underwriter underwriters or in any other capacity and is are not and shall not be construed as a fiduciary fiduciaries for such Investor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) no the Placement Agent has Agents have not made or and will not make any representation or warranty, whether express or implied, of any kind or character, or has and have not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) no the Placement Agent Agents will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) no the Placement Agent Agents will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Documents.

Placement Agents. Such Investor hereby acknowledges and agrees that (a) each of the Placement Agents is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Documents and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Investor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) no Placement Agent has made or and no Placement Agent will make any representation or warranty, whether express or implied, of any kind or character, or character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) no Placement Agent will have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) no Placement Agent will have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Documents.