Common use of Non-Reliance and Exculpation Clause in Contracts

Non-Reliance and Exculpation. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person other than the statements, representations and warranties contained in this Subscription Agreement in making its investment or decision to invest in the Company. The Subscriber agrees that no other purchaser pursuant to other subscription agreements entered into in connection with the Offering (including the controlling persons, members, officers, directors, partners, agents, or employees of any such other purchaser) shall be liable to the Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.

Appears in 3 contracts

Samples: Subscription Agreement (Tiberius Acquisition Corp), Subscription Agreement (Tiberius Acquisition Corp), Subscription Agreement (Greenland Acquisition Corp.)

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Non-Reliance and Exculpation. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person other than the statements, representations and warranties of the Company contained in this Subscription Agreement the Disclosure Documents in making its investment or decision to invest in the Company. The Subscriber agrees that no other purchaser pursuant to other subscription agreements entered into in connection with the Offering offering contemplated hereby (including the controlling persons, members, officers, directors, partners, agents, employees or employees other Representatives of any such other purchaser) shall be liable to the Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Subscribed Shares.

Appears in 2 contracts

Samples: Subscription Agreement (DHC Acquisition Corp.), Subscription Agreement (Brand Engagement Network Inc.)

Non-Reliance and Exculpation. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person other than the statements, representations and warranties of the Company expressly contained in Section 2.2 of this Subscription Agreement Agreement, in making its investment or decision to invest in the Company. The Subscriber further acknowledges and agrees that no other purchaser Other Subscriber pursuant to other subscription agreements entered into in connection with the Offering Other Subscription Agreements (including the controlling persons, members, officers, directors, partners, agents, employees or employees other representatives of any such other purchaserOther Subscriber) shall be liable to the Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SharesSecurities.

Appears in 2 contracts

Samples: Subscription Agreement (IX Acquisition Corp.), Subscription Agreement (ProSomnus, Inc.)

Non-Reliance and Exculpation. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person other than the statements, representations and warranties of the Company contained in this Subscription Agreement in making its investment or decision to invest in the Company. The Subscriber further acknowledges and agrees that no other purchaser pursuant to other subscription agreements entered into in connection with the Offering (including the controlling persons, members, officers, directors, partners, agents, employees or employees other Representatives of any such other purchaser) shall be liable to the Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.

Appears in 2 contracts

Samples: Lock Up Agreement (Logistic Properties of the Americas), Lock Up Agreement (Two)

Non-Reliance and Exculpation. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person other than the statements, representations and warranties of the Company contained in this Subscription Agreement in making its investment or decision to invest in the Company. The Subscriber agrees that no other purchaser pursuant to other subscription agreements entered into in connection with the Offering (including the controlling persons, members, officers, directors, partners, agents, or employees of any such other purchaser) shall be liable to the Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.

Appears in 2 contracts

Samples: Revised Backstop Subscription Agreement (Foxo Technologies Inc.), Backstop Subscription Agreement (Delwinds Insurance Acquisition Corp.)

Non-Reliance and Exculpation. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person other than the statements, representations and warranties contained in this Subscription Agreement in making its investment or decision to invest in the Company. The Subscriber agrees that no other purchaser pursuant to other subscription agreements entered into in connection with none of the Offering (including the controlling Placement Agents, their respective affiliates or any of their or their respective affiliates’ control persons, members, officers, directorsdirectors or employees, partners, agents, or employees of any such other purchaser) shall be liable to the Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.

Appears in 1 contract

Samples: Subscription Agreement (CF Finance Acquisition Corp II)

Non-Reliance and Exculpation. (a) The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person other than the statements, representations and warranties contained in this Subscription Agreement in making its investment or decision to invest in the Company. The Subscriber agrees that no other purchaser pursuant to other subscription agreements entered into in connection with none of the Offering (including the controlling Placement Agent, its respective affiliates or any of their or their affiliates’ respective control persons, members, officers, directorsdirectors or employees, partners, agents, or employees of any such other purchaser) shall be liable to the Subscriber pursuant to this Subscription Agreement (including in contract, tort, under federal or state securities laws or otherwise) for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with this Subscription Agreement or the purchase of the SharesOffering.

Appears in 1 contract

Samples: Subscription Agreement (Ispire Technology Inc.)

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Non-Reliance and Exculpation. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person other than the statements, representations and warranties contained in this Subscription Agreement in making its investment or decision to invest in the CompanyParent. The Subscriber agrees that no other purchaser pursuant to other subscription agreements entered into in connection with the Offering (including the controlling persons, members, officers, directors, partners, agents, or employees of any such other purchaser) shall be liable to the Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SharesPurchased Securities.

Appears in 1 contract

Samples: Subscription Agreement (Globalink Investment Inc.)

Non-Reliance and Exculpation. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person other than the statements, representations and warranties of the Company contained in this Subscription Agreement in making its investment or decision to invest in the Company. The Subscriber further acknowledges and agrees that no other purchaser pursuant to other subscription agreements entered into in connection with the Offering (including the controlling persons, members, officers, directors, partners, agents, employees or employees other Representatives of any such other purchaser) ), shall be liable to the Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.

Appears in 1 contract

Samples: Subscription Agreement (Malacca Straits Acquisition Co LTD)

Non-Reliance and Exculpation. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person person, firm or corporation, other than the statements, representations and warranties contained in this Subscription Agreement Agreement, in making its investment or decision to invest in the CompanySeller. The Subscriber agrees that that, without limiting Seller’s obligations hereunder, no other purchaser pursuant to other subscription agreements entered into in connection with the Offering Agreement (including the respective controlling persons, members, officers, directors, partners, agents, or employees of any such other purchaser) shall be liable to the Subscriber any other purchaser pursuant to this Subscription the Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Sharestransactions contemplated hereby.

Appears in 1 contract

Samples: Subscription Agreement (CONX Corp.)

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