Common use of Understanding Among Purchasers Clause in Contracts

Understanding Among Purchasers. Each Purchaser acknowledges that it is not relying upon any other Purchaser, or any officer, director, employee, agent, partner or Affiliate of any such other Purchaser, in making its investment or decision to invest in the Company or in monitoring such investment. Each Purchaser agrees that no Purchaser nor any controlling person, officer, director, shareholder, partner, agent or employee of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them relating to or in connection with the Company or the Shares. Without limiting the foregoing, no Purchaser (nor any of its Affiliates, officers, directors, shareholders, partners, agents or employees) or other holder of any Shares shall have any obligation, liability or responsibility whatsoever for the accuracy, completeness or fairness of any or all information about the Company or any Subsidiary or their respective properties, business or financial and other affairs, acquired by such Purchaser or holder from the Company or any Subsidiary or the respective officers, directors, employees, agents, representatives, counsel or auditors of either, and in turn provided to another Purchaser or holder, nor shall any such Purchaser (or such other Person) have any obligation or responsibility whatsoever to provide any such information to any other Purchaser (or such other Person) or holder or to continue to provide any such information if any information is provided. 10O. Preemptive Rights. By its execution hereof, each of Austin Ventures, Prime New Ventures and Internet Capital Group LLC hereby acknowledges and agrees that the Shares being offered, or which may be purchased, pursuant to the provisions of Section 1B above are in full and final satisfaction of any and all preemptive rights, rights of first offer or other rights to acquire additional shares of the capital stock of the Company in connection with the sale of Shares hereunder. In particular and without limiting the generality of the foregoing, by their execution hereof (i) Austin Ventures, Prime Enterprises II, L.P., Enterprises & Transcommunications, L.P. and Internet Capital Group LLC hereby waive and forever discharge any rights to purchase any additional shares of Series C Preferred Stock as a consequence of the failure of Open Text Corporation to exercise its preemptive rights to purchase shares of Series Preferred Stock at the Closing or in connection with the Subsequent Sale, if any, and (ii) Austin Ventures and Internet Capital Group LLC hereby consent to the assignment by Prime Enterprises II, L.P. of certain of their rights to purchase shares of Series C Preferred Stock hereunder to Prime VIII, L.P. and further waive any and all rights to acquire additional shares of Series C Preferred Stock as a result of such assignment. [Signature page follows.]

Understanding Among Purchasers. Each Purchaser acknowledges that it is not relying upon any other Purchaser, or any officer, director, employee, agent, partner or Affiliate of any such other Purchaser, in making its investment or decision to invest in the Company or in monitoring such investment. Each Purchaser agrees that no Purchaser nor any controlling person, officer, director, shareholder, partner, agent or employee of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them relating to or in connection with the Company or the Shares. Without limiting the foregoing, no Purchaser (nor any of its Affiliates, officers, directors, shareholders, partners, agents or employees) or other holder of any Shares shall have any obligation, liability or responsibility whatsoever for the accuracy, completeness or fairness of any or all information about the Company or any Subsidiary or their respective properties, business or financial and other affairs, acquired by such Purchaser or holder from the Company or any Subsidiary or the respective officers, directors, employees, agents, representatives, counsel or auditors of either, and in turn provided to another Purchaser or holder, nor shall any such Purchaser (or such other Person) have any obligation or responsibility whatsoever to provide any such information to any other Purchaser (or such other Person) or holder or to continue to provide any such information if any information is provided. 10O. Preemptive Rights. By its execution hereof, each of Austin Ventures, Prime New Ventures and Ventures, Internet Capital Group LLC LLC, and ▇▇▇▇-▇▇▇▇▇ Inc. hereby acknowledges and agrees that the Shares being offered, or which may be purchased, pursuant to the provisions of Section 1B above (together with the shares of common stock purchased under that certain Stock Purchase Agreement dated of even date herewith, among ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and the purchasers named therein) are in full and final satisfaction of any and all preemptive rights, rights of first offer or other rights to acquire additional shares of the capital stock of the Company in connection with the sale of Shares hereunder. In particular and without limiting the generality 10P. Mutual Waiver of the foregoingJury Trial. THE COMPANY AND EACH OF THE PARTIES HERETO HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, by their execution hereof (i) Austin VenturesARISING OUT OF, Prime Enterprises IIOR IN ANY WAY RELATING TO, L.P.THIS AGREEMENT, Enterprises & Transcommunications, L.P. and Internet Capital Group LLC hereby waive and forever discharge any rights to purchase any additional shares of Series C Preferred Stock as a consequence of the failure of Open Text Corporation to exercise its preemptive rights to purchase shares of Series Preferred Stock at the Closing or in connection with the Subsequent Sale, if any, and (ii) Austin Ventures and Internet Capital Group LLC hereby consent to the assignment by Prime Enterprises II, L.P. of certain of their rights to purchase shares of Series C Preferred Stock hereunder to Prime VIII, L.P. and further waive any and all rights to acquire additional shares of Series C Preferred Stock as a result of such assignmentWHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. [Signature page follows.SIGNATURE PAGES FOLLOW]