No Third Party Reliance Clause Samples
The No Third Party Reliance clause establishes that only the parties to the agreement may rely on its terms, and that no rights or obligations are conferred upon any third parties. In practice, this means that individuals or entities who are not signatories to the contract cannot claim benefits or enforce any provisions based on the agreement. This clause is essential for preventing unintended legal claims from outsiders and ensuring that the contract's obligations and protections are limited strictly to the parties involved.
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No Third Party Reliance. This Agreement is solely for the benefit of the parties signatory hereto, their successors and permitted assigns. No waiver, consent or amendment pursuant to this Agreement may be relied upon by any third parties.
No Third Party Reliance. No third party shall be entitled to rely upon this Agreement or to have any of the benefits of Lender’s interest hereunder, unless such third party is an express assignee of all or a portion of Lender’s interest hereunder.
No Third Party Reliance. Anything contained herein to the contrary notwithstanding, the representations and warranties of the Company contained in this Agreement (a) are being given by the Company as an inducement to the Purchasers to enter into this Agreement and the other Documents (and the Company acknowledges that the Purchasers have expressly relied thereon) and (b) are solely for the benefit of the Purchasers. Accordingly, no third party (including, without limitation, any holder of capital stock of the Company) or anyone acting on behalf of any thereof other than the Purchasers, and each of them, shall be a third party or other beneficiary of such representations and warranties and no such third party shall have any rights of contribution against the Purchasers or the Company with respect to such representations or warranties or any matter subject to or resulting in indemnification under this Agreement or otherwise.
No Third Party Reliance. Anything contained herein to the contrary notwithstanding, the representations and warranties of the Company contained in this Agreement (a) are being given by the Company as an inducement to the Investors to enter into this Agreement and the other Transaction Documents (and the Company acknowledges that the Investors have expressly relied thereon) and (b) are solely for the benefit of the Investors. Accordingly, no third party (including, without limitation, any holder of capital stock of the Company) or anyone acting on behalf of any holder thereof other than the Investors shall be a third-party or other beneficiary of such representations and warranties and no such third party shall have any rights of contribution against the Investors or the Company with respect to such representations or warranties or any matter subject to or resulting in indemnification under this Agreement or otherwise.
No Third Party Reliance. Anything contained herein to the contrary notwithstanding, the covenants of the Company contained in this Agreement (a) are being given by the Company as an inducement to the Participant to enter into this Agreement (and the Company acknowledges that the Participant has expressly relied thereon) and (b) are solely for the benefit of the Participant. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder, except that the provisions of Section 2.2(d) shall inure to the benefit of the persons referred to in such section.
(a) Upon the receipt of any cash dividend, distribution or other release of any cash proceeds or other amounts from the Company to the Participant, the Participant shall make all payments required to be made to the Company under the Promissory Note. The Company may remit dividends, distributions and other amounts payable in respect of shares of Common Stock held by the Participant so that such funds can be applied on behalf of the Participant to any amounts then payable by the Participant to the Company or any of its Affiliates pursuant to the Promissory Note.
(b) The Company may set-off, deduct and withhold from any amounts due to the Participant upon a purchase of Shares pursuant to Article IV any amounts then payable by the Participant to the Company or any of its Affiliates pursuant to the Promissory Note. The Company may apply such funds on behalf of the Participant to any amounts then payable by the Participant to the Company or any of its Affiliates pursuant to the Promissory Note.
No Third Party Reliance. No third party shall be entitled to rely upon this Agreement or to have any of the rights or benefits hereunder.
No Third Party Reliance. No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement, and Seller and Buyer assume no liability to any third party because of any reliance on the representations, warranties and agreements of Seller and Buyer contained in this Agreement.
No Third Party Reliance. Anything contained herein to the contrary notwithstanding, the representations and warranties of the Company and the Shareholders contained in this Agreement (including, without limitation, the Disclosure Letter) (i) are being given by the Company and the Shareholders as an inducement to Parent, Buyer and Acquisition Sub to enter into this Agreement (and the Company and the Shareholders acknowledge that Parent, Buyer and Acquisition Sub has expressly relied thereon) and (ii) are solely for the benefit of Parent, Buyer and Acquisition Sub and their Affiliates. Accordingly, no third party or anyone acting on behalf of any thereof other than the Indemnified Persons, and each of them, shall be a third party or other beneficiary of such representations and warranties and no such third party shall have any rights of contribution against the Company or the Subsidiaries with respect to such representations or warranties or any matter subject to or resulting in indemnification under this Section 8, or otherwise.
No Third Party Reliance. Anything contained herein to the contrary notwithstanding, the representations and warranties of the Company contained in this Agreement (a) are being given by the Company as an inducement to the Bridge Investors to enter into this Agreement and the other Transaction Documents (and the Company acknowledges that the Bridge Investors have expressly relied thereon) and (b) are solely for the benefit of the Bridge Investors. Accordingly, no third party (including, without limitation, any holder of capital stock of the Company) or anyone acting on behalf of any holder thereof other than the Bridge Investors, and each of them, shall be a third-party or other beneficiary of such representations and warranties and no such third party shall have any rights of contribution against the Bridge Investors or the Company with respect to such representations or warranties or any matter subject to or resulting in indemnification under this Agreement or otherwise, provided, however, that notwithstanding the foregoing, Advanced Equities, Inc. and its affiliates, including, without limitation, Advanced Equities Financial Corp. shall be deemed to be an intended third party beneficiary under this Agreement as if Advanced Equities, Inc. and its affiliates were Bridge Investors.
No Third Party Reliance. Anything contained herein to the contrary notwithstanding, the covenants of the Company contained in this Agreement (a) are being given by the Company as an inducement to the Shareholders to enter into this Agreement (and the Company acknowledges that the Shareholders have expressly relied thereon) and (b) are solely for the benefit of the Shareholders. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder, except that (i) the provisions of Article VI shall inure to the benefit of the persons referred to in that Article and (ii) the provisions of Section 2.1(e) shall inure solely to the benefit of Sponsor Holdings and not to any of the other parties hereto.