Common use of Placement Agent Clause in Contracts

Placement Agent. Such Investor hereby acknowledges and agrees that (a) the Placement 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) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character, and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) the 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) the 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 Agent. Such Investor Purchaser hereby acknowledges and agrees that (a) the Placement Agent X.X. Xxxxxx is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Documents Transactions 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 InvestorPurchaser, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction DocumentsTransactions, (b) the Placement Agent X.X. Xxxxxx has not made and will not make any representation or warranty, whether express or implied, of any kind or character, character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction DocumentsTransactions, (c) the Placement Agent X.X. Xxxxxx will not have any no 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 Transactions 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 (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the CompanyCompany or Transactions, and (d) the Placement Agent will not X.X. Xxxxxx shall have any no 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 InvestorPurchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such InvestorPurchaser, or to any person claiming through itsuch Purchaser, in respect of the execution, delivery and performance of the Transaction DocumentsTransactions.

Placement Agent. Such Investor Purchaser hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (a) the Placement 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 InvestorPurchaser, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character, character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) the 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, Company and (d) except in the case of fraud or gross negligence, the Placement Agent will not have any no 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 InvestorPurchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such InvestorPurchaser, or to any person claiming through it, such Purchaser in respect of the execution, delivery and performance of transactions contemplated by the Transaction Documents.

Placement Agent. Such Investor hereby acknowledges and agrees that (a) the Placement 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) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character, character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) the 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) the 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 Agent. Such Investor hereby Purchaser acknowledges and agrees that (ai) the each Placement Agent is acting solely as the Company’s placement agent in connection with the execution, delivery purchase and performance sale of the Transaction Documents Notes 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 InvestorPurchaser, the Company or any other person or entity in connection with the execution, delivery purchase and performance sale of the Transaction DocumentsNotes, (bii) the neither Placement Agent has not made and nor will not make any representation or warranty, whether express or implied, of any kind or character, character and has not provided any advice or recommendation to you in connection with the execution, delivery purchase and performance sale of the Transaction DocumentsNotes, (ciii) the neither Placement Agent will not have any responsibility with respect to (ix) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance Notes 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 (iiy) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the CompanyCompany or the purchase and sale of the Notes, and (d) the neither Placement Agent will not shall 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 Investoryou, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investoryou, or to any person claiming through ityou, in respect of the execution, delivery purchase and performance sale of the Transaction DocumentsNotes.

Placement Agent. Such Investor hereby The Subscriber acknowledges and agrees that (a) the Placement Agent each of JPM and LionTree is acting solely as the Issuer’s placement agent in connection with the execution, delivery and performance of the Transaction Documents Transactions 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 Investorthe Subscriber, the Company Issuer or any other person or entity in connection with the execution, delivery and performance of the Transaction DocumentsTransactions, (b) the Placement Agent each of JPM and LionTree has not made and will not make any representation or warranty, whether express or implied, of any kind or character, character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction DocumentsTransactions, (c) the Placement Agent each of JPM and LionTree will not have any no 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 Transactions 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 (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the CompanyIssuer or the Transactions, and (d) the Placement Agent will not each of JPM and LionTree shall have any no 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 Subscriber, the Company Issuer or any other person or entity), whether in contract, tort or otherwise, to such Investorthe Subscriber, or to any person claiming through itthe Subscriber, in respect of the execution, delivery and performance of the Transaction DocumentsTransactions.

Placement Agent. Such Investor hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Units, and that (a) the Placement Agent is Agents are acting solely as placement agent agents 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) the Placement Agent has Agents have not made and will not make any representation or warranty, whether express or implied, of any kind or character, character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) 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) 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 Agent. Such Investor Purchaser hereby acknowledges and agrees that (ai) the Placement 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 InvestorPurchaser, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (bii) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character, and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (ciii) the each Placement Agent will not have any responsibility with respect to (iy) 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 (iiz) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (div) the 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 InvestorPurchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such InvestorPurchaser, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Documents.

Placement Agent. Such Investor hereby acknowledges and agrees that (a) the Placement 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) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character, character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) the Placement Agent will not have any no 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) the 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 Agent. Such Investor hereby acknowledges and agrees that (a) the Placement Agent is acting solely as the 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) the Exhibit 10.1 Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character, character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) the 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) the 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 Agent. 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) the Placement 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) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character, and character nor has not the Placement Agent provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) the 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, Company and (d) Investor hereby waives any claims that it otherwise might assert against the 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 transactions contemplated by the Transaction Documents.

Placement Agent. Such Investor hereby acknowledges and agrees that (a) the Placement Agent X.X. Xxxxxx is acting solely as the Company’s placement agent in connection with the execution, delivery purchase and performance sale of the Transaction Documents Shares 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 purchase and performance sale of the Transaction DocumentsShares, (b) the Placement Agent X.X. Xxxxxx has not made and will not make any representation or warranty, whether express or implied, of any kind or character, character and has not provided any advice or recommendation in connection with the execution, delivery purchase and performance sale of the Transaction DocumentsShares, (c) the Placement Agent X.X. Xxxxxx will not have any no responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery purchase and performance sale of the Transaction DocumentsShares or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) or any thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, SolarWinds or the purchase and sale of the Shares, and (d) the Placement Agent will not X.X. Xxxxxx shall have any no 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 itsuch Investor, in respect of the execution, delivery purchase and performance sale of the Transaction DocumentsShares. Such investor acknowledges the disclosures set forth in Exhibit I hereto.

Placement Agent. Such Investor hereby Purchaser acknowledges and agrees that (ai) the each Placement Agent is acting solely as the Company’s placement agent in connection with the execution, delivery purchase and performance sale of the Transaction Documents Notes 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 InvestorPurchaser, the Company or any other person or entity in connection with the execution, delivery purchase and performance sale of the Transaction DocumentsNotes, (bii) the neither Placement Agent has not made and nor will not make any representation or warranty, whether express or implied, of any kind or character, character and has not provided any advice or recommendation to you in connection with the execution, delivery purchase and performance sale of the Transaction DocumentsNotes, (ciii) the neither Placement Agent will not have any responsibility with respect to (ix) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance Notes 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 (iiy) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the CompanyCompany or the purchase and sale of the Notes, and (div) the neither Placement Agent will not shall 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 Investoryou, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investoryou, or to any person claiming through ityou, in respect of the execution, delivery purchase and performance sale of the Transaction DocumentsNotes.

Placement Agent. Such Investor hereby acknowledges and agrees that (a) the Placement 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) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character, and or has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) the 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) the 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 Agent. Such Investor Buyer hereby acknowledges and agrees that (a) the Placement 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 InvestorBuyer, the Company Liquidia or any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) the Placement Agent has not made and or will not make any representation or warranty, whether express or implied, of any kind or character, and or has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) the 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 CompanyLiquidia, and (d) the 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 InvestorBuyer, the Company Liquidia or any other person or entity), whether in contract, tort or otherwise, to such InvestorBuyer, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Documents.

Placement Agent. Such Investor hereby acknowledges and agrees that (ai) the Placement 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 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) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character, and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (ciii) the Placement Agent 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) the 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 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 Agent. Such Investor hereby acknowledges and agrees that (a) the Placement 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) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character, and or has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) the 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) the 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, except in the case of clauses (c) and (d) as expressly provided otherwise in Section 10.14(i).

Placement Agent. Such Investor hereby acknowledges and agrees that (a) the Placement 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 underwriter, initial purchaser, dealer or in any other such 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) it is not relying upon, and has not relied upon, any statement, representation or warranty made by the Placement Agent, any of its affiliates or any of its control persons, officers, directors and employees, in making its investment or decision to invest in the Company, (c) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character, and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (cd) the 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 (de) the 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 any action heretofore or hereafter taken or omitted to be taken by any of them in connection with any Investor’s purchase of the Shares or the execution, delivery and performance of the Transaction Documents.

Placement Agent. Such Investor hereby acknowledges and agrees that (a) MTS Securities LLC (the “Placement Agent 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) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character, character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) the 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) the 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 Agent. Such Investor hereby acknowledges and agrees that (a) the Placement 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) the Placement Agent has not made and nor will not it make any representation or warranty, whether express or implied, of any kind or character, character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) the 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) the 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 Agent. Such Investor Purchaser hereby acknowledges and agrees that (a) the Placement Agent Xxxxxxx Sachs is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Documents Transactions 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 InvestorPurchaser, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction DocumentsTransactions, (b) the Placement Agent Xxxxxxx Xxxxx has not made and will not make any representation or warranty, whether express or implied, of any kind or character, character and has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction DocumentsTransactions, (c) the Placement Agent Xxxxxxx Sachs will not have any no 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 Transactions 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 (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the CompanyCompany or Transactions, and (d) the Placement Agent will not Xxxxxxx Xxxxx shall have any no 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 InvestorPurchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such InvestorPurchaser, or to any person claiming through itsuch Purchaser, in respect of the execution, delivery and performance of the Transaction DocumentsTransactions.