Common use of Clarification of Intent Clause in Contracts

Clarification of Intent. (a) The provisions of Sections 3.01(c), 3.02(c) and 3.03(b) are solely intended to allocate responsibility for any statements and omissions in the Registration Statement and the Prospectus between SG and the SG Subsidiaries, on the one hand, and ▇▇▇▇▇ Inc., Cowen LLC and the other Cowen Subsidiaries, on the other hand, as agreed by the Parties. Nothing in Section 3.01(c), 3.02(c) or 3.03(b) shall operate to modify the other provisions of this Agreement or the Principal Transaction Documents, including the Parties’ allocation of Cowen Assets, Cowen Liabilities and SG Liabilities hereunder and thereunder. (b) For the avoidance of doubt, (i) neither SG nor ▇▇▇▇▇ Inc. shall indemnify, defend or hold harmless the Cowen Indemnitees or SG Indemnitees, as the case may be, in respect of the section of the Prospectus titled “Certain Relationships and Related Transactions” or in respect of the combined statements of financial condition contained in the Registration Statement, the Prospectus or any other document filed with the SEC by ▇▇▇▇▇ Inc. in connection with the IPO pursuant to the Securities Act or the Exchange Act and (ii) other than in respect of the Selling Stockholder Information as required by Section 3.02(c), SG shall not indemnify, defend or hold harmless the Cowen Indemnitees for any portion of the Registration Statement, the Prospectus or any other document filed with the SEC by ▇▇▇▇▇ Inc. in connection with the IPO pursuant to the Securities Act or the Exchange Act.