Common use of SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT Clause in Contracts

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement Agents, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentences, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties and the indemnities of each Placement Agent shall be for the benefit of the Company Indemnified Parties. It is understood that each Placement Agent’s responsibility to the Company is solely contractual in nature and such Placement Agent does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement AgentsAgent, the Company, Company and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the those persons mentioned in the preceding sentencessentence or otherwise explicitly mentioned in this Agreement, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties Parties, and the indemnities of each the Placement Agent shall be for the benefit of the Company Indemnified Parties. It is understood that each Placement Agent’s responsibility to the Company is solely contractual in nature and such the Placement Agent does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement. No Purchaser shall be deemed to be a successor or assign by reason merely of such purchase.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement AgentsAgent, the Purchasers, the Company, and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentences, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties Parties, and the indemnities of each the Placement Agent shall also be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s responsibility responsibilities to the Company is are solely contractual in nature and such the Placement Agent does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement AgentsAgent, the Purchasers, the Company, and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentences, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties Parties, and the indemnities of each the Placement Agent shall also be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s 's responsibility to the Company is solely contractual in nature and such the Placement Agent does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement Agents, the Purchasers, the Company, and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentences, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties Parties, and the indemnities of each the Placement Agent Agents shall also be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s responsibility Agents’ responsibilities to the Company is are solely contractual in nature and such the Placement Agent does Agents do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement AgentsAgent, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any personperson (including the Purchasers), other than the persons mentioned in the preceding sentences, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties and the indemnities of each the Placement Agent shall be for the benefit of the Company Indemnified Parties. It is understood that each the responsibility of the Placement Agent’s responsibility Agent to the Company is solely contractual in nature and such the Placement Agent does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement Agents, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any personperson (including the Purchasers), other than the persons mentioned in the preceding sentences, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Agents Indemnified Parties and the indemnities of each the Placement Agent Agents shall be for the benefit of the Company Indemnified Parties. It is understood that each the responsibility of the Placement Agent’s responsibility Agents to the Company is solely contractual in nature and such the Placement Agent does Agents do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement Agents, the Company, Company and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentences, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Agents Indemnified Parties and the indemnities of each the Placement Agent Agents shall also be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s responsibility Agents’ responsibilities to the Company is are solely contractual in nature and such the Placement Agent Agents does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement AgentsAgent, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentences, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties and the indemnities of each the Placement Agent shall be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s responsibility to the Company is solely contractual in nature and such the Placement Agent does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement Agents, the Purchasers, the Company, and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentences, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties Parties, and the indemnities of each the Placement Agent Agents shall also be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s responsibility Agents' responsibilities to the Company is are solely contractual in nature and such the Placement Agent does Agents do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement Agents, the Purchasers, the Company, and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentences, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Agents Indemnified Parties Parties, and the indemnities of each the Placement Agent Agents shall also be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s Agents’ responsibility to the Company is solely contractual in nature and such the Placement Agent does Agents do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement AgentsAgent, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any personPerson, other than the persons mentioned in the preceding sentencessentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other personPerson; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties and the indemnities of each the Placement Agent shall be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s responsibility to the Company is solely contractual in nature and such the Placement Agent does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement AgentsAgent, the Purchasers, the Company, and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentences, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties Parties, and the indemnities of each the Placement Agent shall also be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s responsibility 's responsibilities to the Company is are solely contractual in nature and such the Placement Agent does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement Agents, the Purchasers and the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentencessentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties and the indemnities of each the several Placement Agent Agents shall be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s Agents’ responsibility to the Company is solely contractual in nature and such the Placement Agent does Agents do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement Agents, the Purchasers, the Company, Genesoft and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentences, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company and Genesoft contained in this Agreement shall also be for the benefit of the Placement Agent Agents Indemnified Parties Parties, and the indemnities of each the Placement Agent Agents shall also be for the benefit of the Company Indemnified Parties and the Genesoft Indemnified Parties. It is understood that each the Placement Agent’s Agents’ responsibility to the Company is solely contractual in nature and such the Placement Agent does Agents do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement AgentsAgent, the Company, Company and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentences, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties Parties, and the indemnities of each the Placement Agent shall also be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s responsibility to the Company is solely contractual in nature and such the Placement Agent does do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Placement Agents, the CompanyPurchasers, the Company and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentencessentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties and the indemnities of each the several Placement Agent Agents shall be for the benefit of the Company Indemnified Parties. It is understood that each Placement Agent’s responsibility to the Company is solely contractual in nature and such no Placement Agent does not owe owes the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement Agents, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentences, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties and the indemnities of each the Placement Agent Agents shall be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s Agents’ responsibility to the Company is solely contractual in nature and such the Placement Agent does Agents do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement Agents, Lazard Freres & Co. LLC, the Company, and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentences, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company and its subsidiaries contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties Parties, and the indemnities of each the Placement Agent Agents shall also be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s responsibility Agents' responsibilities to the Company is are solely contractual in nature and such the Placement Agent does Agents do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement Agents, the Company, Company and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentences, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties Parties, and the indemnities of each the Placement Agent Agents shall also be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s responsibility Agents' responsibilities to the Company is are solely contractual in nature and such the Placement Agent does Agents do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement AgentsAgent, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentencessentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties and the indemnities of each the Placement Agent shall be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s responsibility to the Company is solely contractual in nature and such the Placement Agent does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement Agents, the Company, and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentences, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties Parties, and the indemnities of each the Placement Agent Agents shall also be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s responsibility Agents' responsibilities to the Company is are solely contractual in nature and such the Placement Agent does Agents do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement AgentsAgent, the Purchasers, the Company, and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentences, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be he for the benefit of the Placement Agent Indemnified Parties Parties, and the indemnities of each the Placement Agent shall also be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s responsibility 's responsibilities to the Company is are solely contractual in nature and such the Placement Agent does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement AgentsXxxx, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentences, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties and the indemnities of each Placement Agent Xxxx shall be for the benefit of the Company Indemnified Parties. It is understood that each Placement Agent’s Xxxx’ responsibility to the Company is solely contractual in nature and such Placement Agent Xxxx does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement AgentsAgent, the Purchasers, the Company, and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentences, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties Parties, and the indemnities of each the Placement Agent shall also be for the benefit of the Company Indemnified Parties. It is understood that each the Placement Agent’s responsibility to the Company is solely contractual in nature and such the Placement Agent does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.