Common use of CSSFF Acknowledgments Clause in Contracts

CSSFF Acknowledgments. CSSFF acknowledges and understands: (a) Sorrento and its officers and directors may possess material nonpublic information not known to CSSFF that may impact the value of the Sorrento Shares, including without limitation, information concerning Sorrento’s business and financial results for the six months ended June 30, 2016; (b) the disadvantage to which CSSFF is subject due to the disparity of information between Sorrento and CSSFF; (c) notwithstanding such disparity of information, CSSFF has deemed it appropriate to sell the Sorrento Shares to Sorrento as contemplated hereunder (and if CSSFF were in possession of some or all of any such material nonpublic information, CSSFF might not sell the Sorrento Shares to Sorrento); (d) CSSFF has made its own decision to consummate the transaction contemplated hereunder based on its own independent review and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary, and without reliance on any representation or warranty of, or advice from, Sorrento; and (e) CSSFF hereby waives any right to rescind or invalidate the sale of the Sorrento Shares to Sorrento or to seek any damages or other remuneration from Sorrento or its officers or directors based on the possession of any such material nonpublic information by Sorrento or the lack of possession of any such material nonpublic information by CSSFF. Without limiting the generality of the foregoing, CSSFF agrees that Sorrento and its officers, directors, stockholders, employees and agents shall have no liability to CSSFF or its beneficiaries whatsoever due to or in connection with Sorrento’s use or non-disclosure of any material nonpublic information or otherwise as a result of the transaction contemplated hereby, and CSSFF hereby irrevocably waives any claim that it might have based on the failure of Sorrento to disclose any material nonpublic information.