Common use of Independent Nature of Buyers’ Obligations and Rights Clause in Contracts

Independent Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Agreements are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any such agreement. Nothing contained in any Transaction Agreement, and no action taken by any Buyer pursuant thereto, shall be deemed to constitute the Buyers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Buyers are in any way acting in concert or as a group with respect to such obligations or the transactions to be consummated pursuant to the Transaction Agreements. Each Buyer shall be entitled to independently protect and enforce its rights, including the rights arising out of the Transaction Agreements, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. Each Buyer represents that it has been represented by its own separate legal counsel in its review and negotiation of the Transaction Agreements. For reasons of administrative convenience only, Buyers acknowledge and agree that they and their respective counsel have chosen to communicate with Seller, Company and their respective counsel through ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇”), but neither ▇▇▇▇▇▇▇ nor Seller’s or Company’s counsel represent any of Buyers in this transaction, except that ▇▇▇▇▇▇▇ represents Sherbrooke and ▇▇▇▇ Capital.

Independent Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the each Transaction Agreements Document are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any such agreementTransaction Document. Nothing contained herein or in any other Transaction AgreementDocument, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as as, and each of Semnur and Denali acknowledges that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Buyers are in any way acting in concert or as a group, and neither Semnur nor Denali shall assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents and each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ acknowledges that the Buyers are not acting in concert or as a group with respect to such obligations or the transactions to be consummated pursuant to contemplated by the Transaction AgreementsDocuments. Each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ acknowledges and each Buyer confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including including, without limitation, the rights arising out of the this Agreement or out of any other Transaction AgreementsDocuments, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. Each Buyer represents that it has been represented by its own separate legal counsel in its review and negotiation of the Transaction Agreements. For reasons of administrative convenience only, Buyers acknowledge and agree that they and their respective counsel have chosen to communicate with Seller, Company and their respective counsel through ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇”), but neither ▇▇▇▇▇▇▇ nor Seller’s or Company’s counsel represent any of Buyers in this transaction, except that ▇▇▇▇▇▇▇ represents Sherbrooke and ▇▇▇▇ Capital.

Independent Nature of Buyers’ Obligations and Rights. The ----------------------------------------------------- obligations of each Buyer under the Transaction Agreements are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any such agreement. Nothing contained in any Transaction Agreement, and no action taken by any Buyer pursuant thereto, shall be deemed to constitute the Buyers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Buyers are in any way acting in concert or as a group with respect to such obligations or the transactions to be consummated pursuant to the Transaction Agreements. Each Buyer shall be entitled to independently protect and enforce its rights, including the rights arising out of the Transaction Agreements, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. Each Buyer represents that it has been represented by its own separate legal counsel in its review and negotiation of the Transaction Agreements. For reasons of administrative convenience only, Buyers acknowledge and agree that they and their respective counsel have chosen to communicate with Seller, Company and their respective counsel through ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bingham McCutchen LLP (“▇▇▇▇▇▇▇”"Bingham"), but neither ▇▇▇▇▇▇▇ ------- Bingham nor Seller’s 's or Company’s 's counsel represent any of Buyers in this transaction, except that ▇▇▇▇▇▇▇ ▇ransaction, except that Bingham represents Sherbrooke and ▇▇▇▇ Mark Capital.