Common use of Arm’s-Length Commercial Transaction Clause in Contracts

Arm’s-Length Commercial Transaction. Each of the Company and the Guarantor acknowledges and agrees that (i) the purchase and sale of the Securities and the Guarantees pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Guarantor, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or the Guarantor, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or the Guarantor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantor on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) each of the Company and the Guarantor has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of the Company and the Guarantor agrees that it will not claim that the Underwriter, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Guarantor, in connection with such transaction or the process leading thereto.

Arm’s-Length Commercial Transaction. Each of the Company and the Guarantor Tyco Parties acknowledges and agrees that (i) the purchase and sale of the Securities and the Guarantees pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the GuarantorTyco Parties, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or the GuarantorTyco Parties, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of any of the Company or the Guarantor Tyco Parties with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising any of the Company or the Guarantor Tyco Parties on other matters) or any other obligation to any of the Company Tyco Parties except the obligations expressly set forth in this Agreement and (iv) each of the Company and the Guarantor Tyco Parties has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of the Company and the Guarantor Tyco Parties agrees that it will not claim that the Underwriter, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any of the Company or the GuarantorTyco Parties, in connection with such transaction or the process leading thereto.