Common use of No General Solicitation; Placement Agent’s Fees Clause in Contracts

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions, in each case with respect to Person’s retained by the Company and acting on its behalf, relating to or arising out of the transactions contemplated by the Transaction Documents. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, attorney's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer and sale of any of the Securities contemplated by the Transaction Documents.

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliatesAffiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions, in each case with respect to Person’s retained commissions (other than for persons engaged by the Company and acting on any Buyer or its behalf, investment advisor) relating to or arising out of the transactions contemplated by hereby, including, without limitation, placement agent fees payable to the Transaction DocumentsPlacement Agent in connection with the sale of the Securities. The Company shall pay, and hold the Investor each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's ’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither Other than the Placement Agent, the Company nor any of its Subsidiaries has not engaged any placement agent Placement Agent or other agent agents in connection with the offer and sale of any of the Securities contemplated by the Transaction DocumentsSecurities.

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions, in each case with respect to Person’s retained commissions (other than for persons engaged by the Company and acting on any Buyer or its behalf, investment advisor) relating to or arising out of the transactions contemplated by hereby, including, without limitation, any placement agent fees payable in connection with the Transaction Documentssale of the Securities. The Company shall pay, and hold the Investor each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's ’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer and sale of any of the Securities contemplated by the Transaction DocumentsSecurities.

No General Solicitation; Placement Agent’s Fees. Neither the CompanyBorrower, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation DD under the 0000 Xxx) in connection with the offer or sale of the securities contemplated by this Agreement (the “Securities”). The Company Borrower shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions, in each case with respect to Person’s retained by the Company and acting on its behalf, commissions relating to or arising out of the transactions contemplated hereby pursuant to written agreements between Borrower or any Borrower Subsidiary and such persons; provided, however, for the avoidance of doubt no such fees are due and payable by the Transaction Documents. The Company shall pay, and hold the Investor harmless against, Borrower (or any liability, loss affiliate thereof) to Lender (or expense (including, without limitation, attorney's fees and out-of-pocket expenses) arising in connection with any such claimaffiliate thereof). Neither the Company Borrower nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer and or sale of any of the Securities contemplated by the Transaction DocumentsSecurities.

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions, in each case with respect to Person’s retained commissions (other than for Persons engaged by the Company and acting on any Buyer or its behalf, investment advisor) relating to or arising out of the transactions contemplated by hereby in connection with the Transaction Documentssale of the Securities, if any. The Company shall pay, and hold the Investor Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer and or sale of any of the Securities contemplated by the Transaction DocumentsSecurities.

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ commissions, in each case with respect to Person’s retained ' commissions (other than for persons engaged by the Company and acting on any Buyer or its behalf, investment advisor) relating to or arising out of the transactions contemplated by hereby, including, without limitation, placement agent fees payable to Lane Capital Markets, LLC (the Transaction Documents"Agent") in connection with the sale of the Securities. The Company shall pay, and hold the Investor each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's fees and out-of-pocket expenses) arising in connection with any such claim. Neither Other than the Agent, the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer and sale of any of the Securities contemplated by the Transaction DocumentsSecurities.

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ commissions, in each case with respect to Person’s retained ' commissions (other than for persons engaged by the Company and acting on any Buyer or its behalf, investment advisor) relating to or arising out of the transactions contemplated by the Transaction Documents. The Company shall payhereby, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, attorney's placement agent fees and out-of-pocket expensespayable to Xxxxxxxxxxx Asia, as placement agent (the "Placement Agent") arising in connection with any such claimthe sale of the Company Securities. Neither The Company acknowledges that it has engaged the Placement Agent in connection with the sale of the Company Securities. Other than the Placement Agent, neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer and sale of any of the Securities contemplated by the Transaction DocumentsCompany Securities.

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. Securities or directed selling efforts within the meaning of Regulation S. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions, in each case with respect to Person’s retained commissions (other than for Persons engaged by the Company and acting on any Buyer or its behalf, investment advisor) relating to or arising out of the transactions contemplated by the Transaction Documentshereby. The Company shall pay, and hold the Investor each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's ’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer and or sale of any of the Securities contemplated by the Transaction DocumentsSecurities.

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions, in each case with respect to Person’s retained commissions (other than for Persons engaged by the Company and acting on any Buyer or its behalf, investment advisor) relating to or arising out of the transactions contemplated by hereby in connection with the Transaction Documentssale of the Securities, if any. The Company shall pay, and hold the Investor Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's ’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer and or sale of any of the Securities contemplated by the Transaction DocumentsSecurities.

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliatesAffiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions, in each case with respect to Person’s retained commissions (other than for persons engaged by the Company and acting on any Buyer or its behalf, investment advisor) relating to or arising out of the transactions contemplated by hereby, including, without limitation, placement agent fees payable to the Transaction DocumentsPlacement Agent in connection with the sale of the Securities. The Company shall pay, and SECURITIES PURCHASE AGREEMENT hold the Investor each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's ’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither Other than the Placement Agent, the Company nor any of its Subsidiaries has not engaged any placement agent Placement Agent or other agent agents in connection with the offer and sale of any of the Securities contemplated by the Transaction DocumentsSecurities.

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions, in each case with respect to Person’s retained commissions (other than for Persons engaged by the Company and acting on any Buyer or its behalf, investment advisor) relating to or arising out of the transactions contemplated by hereby in connection with the Transaction Documentssale of the Securities. The Company shall pay, and hold the Investor each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's ’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer and or sale of any of the Securities contemplated by the Transaction DocumentsSecurities.

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions, in each case with respect to Personcommissions (other than for persons engaged by a Holder or such Holder’s retained by the Company and acting on its behalf, investment advisor) relating to or arising out of the transactions contemplated by the Transaction Documentshereby. The Company shall pay, and hold the Investor each Holder harmless against, any liability, loss or expense (including, without limitation, attorney's ’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither Except as set forth in Schedule 2(f), neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer and sale of any of the Securities contemplated by the Transaction DocumentsSecurities.

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliatesAffiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions, in each case with respect to Person’s retained commissions (other than for persons engaged by the Company and acting on any Buyer or its behalf, investment advisor) relating to or arising out of the transactions contemplated by hereby, including, without limitation, placement agent fees payable to the Transaction DocumentsPlacement Agents in connection with the sale of the Securities. The Company shall pay, and hold the Investor each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's ’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither Other than the Placement Agents, the Company nor any of its Subsidiaries has not engaged any placement agent agents or other agent agents in connection with the offer and sale of any of the Securities contemplated by the Transaction DocumentsSecurities.

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries Subsidiaries, if any, or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions, in each case with respect to Person’s retained commissions (other than for Persons engaged by the Company and acting on Buyer or its behalf, investment advisor) relating to or arising out of the transactions contemplated by hereby, in connection with the Transaction Documentssale of the Securities. The Company shall pay, and hold the Investor Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney's ’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer and or sale of any of the Securities contemplated by the Transaction DocumentsSecurities.

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliatesAffiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of SECURITIES PURCHASE AGREEMENT any placement agent’s fees, financial advisory fees, or brokers’ commissions, in each case with respect to Person’s retained commissions (other than for persons engaged by the Company and acting on any Buyer or its behalf, investment advisor) relating to or arising out of the transactions contemplated by hereby, including, without limitation, placement agent fees payable to the Transaction DocumentsPlacement Agent in connection with the sale of the Securities. The Company shall pay, and hold the Investor each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's ’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither Other than the Placement Agent, the Company nor any of its Subsidiaries has not engaged any placement agent Placement Agent or other agent agents in connection with the offer and sale of any of the Securities contemplated by the Transaction DocumentsSecurities.