Common use of Arm’s Length Transactions Clause in Contracts

Arm’s Length Transactions. 14.1 The Issuer acknowledges and agrees that: (a) the purchase and sale of the Notes pursuant to this Agreement and each relevant Subscription Agreement, including the determination of the offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Issuer on the one hand, and the several Dealers, on the other hand, and the Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (b) in connection with each transaction contemplated hereby and the process leading to each such transaction, each Dealer is, and has been, acting solely as a principal and is not the agent or fiduciary of the Issuer or its affiliates (other than, if applicable, itself), stockholders, creditors or employees or any other party; (c) no Dealer has assumed or will assume an advisory or fiduciary responsibility in favour of the Issuer or its affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Dealer has advised or is currently advising the Issuer or its affiliates on other matters) and no Dealer has any obligation to the Issuer or its affiliates with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and each relevant Subscription Agreement; (d) the several Dealers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Issuer and or its affiliates and that the several Dealers have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Dealers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Issuer or its affiliates has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. 14.2 This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the several Dealers, or any of them, with respect to the subject matter hereof. The Issuer and its affiliates hereby waives and releases, to the fullest extent permitted by law, any claims that the Issuer and its affiliates may have against the several Dealers with respect to any breach or alleged breach of agency or fiduciary duty.

Arm’s Length Transactions. 14.1 The Issuer Company acknowledges and agrees that: that (a) the purchase and sale of the Notes pursuant to this Agreement and each relevant Subscription Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Issuer Company, on the one hand, and the several Dealers, Underwriters on the other handother, and the Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (b) in connection with each transaction the offering contemplated hereby and the process leading to such transaction each such transaction, each Dealer is, Underwriter is and has been, been acting solely as a principal and is not the agent or fiduciary of the Issuer Company, or its affiliates (other than, if applicable, itself), stockholders, creditors or creditors, employees or any other party; , (c) no Dealer Underwriter has assumed or will assume an advisory or fiduciary responsibility in favour favor of the Issuer or its affiliates Company with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Dealer Underwriter has advised or is currently advising the Issuer or its affiliates Company on other matters) and no Dealer Underwriter has any obligation to the Issuer or its affiliates Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and each relevant Subscription Agreement; , (d) the several Dealers Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Issuer and or its affiliates and that the several Dealers have no obligation to disclose any of such interests by virtue of any advisoryCompany, agency or fiduciary relationship; and (e) the Dealers Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Issuer or its affiliates Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. 14.2 This Agreement supersedes all prior agreements appropriate and understandings (whether written or oralf) between the Issuer and the several Dealers, any review by a Representative or any Underwriter of themthe Company, with respect the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the subject matter hereof. The Issuer benefit of such Representative or such Underwriter and its affiliates hereby waives and releases, to shall not be on behalf of the fullest extent permitted by law, Company or any claims that the Issuer and its affiliates may have against the several Dealers with respect to any breach or alleged breach of agency or fiduciary dutyother person.

Arm’s Length Transactions. 14.1 11.1 It is the intention of the Parties that they shall have a preferential opportunity to enter into contracts with ESTEL to provide services or xaterial including expert and technical advice, in connection with the deployment and operation of the business in accordance with ESTEL's needs. Notwithstanding anything to the contrary in this Agreement all contracts between ESTEL and the Parties and their Afxxxxxtes shall be conducted on an arms length basis on normal commercial terms and prices. 11.2 The Issuer acknowledges Parties acknowledge that their respective rights in ESTEL shall be regulated bx xxxs Agreement and agrees thatthe Articles and agree and undertake to be bound by and comply with the provisions of this Agreement and the Articles. The Parties shall procure that ESTEL acts in accordance with xhis Agreement and the Articles and that the business of ESTEL is confined to the Xxxxxess in accordance with the Business Plans and Budgets. 11.3 The Parties shall at all times respectively endeavor to the best of their ability to promote the Business of ESTEL. 11.4 The Business of XXXXX shall at all times be conducxxx independently from the business of the Parties, but subject thereto ESTEL may in its discretiox xxansact business with any of the Parties, including the purchase of goods and/or provision of services supplied by any of the Parties provided such goods or services are supplied on terms mutually agreed between the HOLDING COMPANY and FUSION and are competitive. 11.5 Except as Parties may otherwise agree in writing or save as otherwise provided or contemplated in this Agreement or in the Business Plan and/or Budget, Parties shall exercise their rights and powers in relation to ESTEL so as to ensure and procure txxx: (a) ESTEL carries on and conducts itx Xxxiness and affairs in a proper and efficient manner and for its own benefit and in accordance with the purchase Business Plan and sale of the Notes pursuant to this Agreement and each relevant Subscription Agreement, including the determination of the offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Issuer on the one hand, and the several Dealers, on the other hand, and the Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this AgreementBudget; (b) in connection save as may be agreed between the HOLDING COMPANY and FUSION, shall not enter into any agreement or arrangement with each transaction contemplated hereby and the process leading to each such transaction, each Dealer is, and has been, acting solely as a principal and is not the agent or fiduciary of the Issuer any Party or its affiliates (other than, if applicable, itself), stockholders, creditors or employees or any other partyAffiliate restricting its competitive freedom to take goods and services by such means and from such persons and on such terms as it may think fit; (c) no Dealer has assumed or will assume an advisory or fiduciary responsibility in favour the Business of ESTEL shall be carried on pursuant xx xxlicies laid down from time to time by the Issuer or its affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Dealer has advised or is currently advising the Issuer or its affiliates on other matters) and no Dealer has any obligation to the Issuer or its affiliates with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and each relevant Subscription AgreementBoard; (d) ESTEL shall maintain adequate ixxxxxnce against all risks usually insured against by companies carrying on same or similar business and (without prejudice to the several Dealers generality of the foregoing) for the full replacement or reinstatement value of all its assets of an insurable value; (e) ESTEL shall keep proper books of acxxxxx and therein make true and fair entries of all its dealings and transactions of and in relation to its business so as to give true and fair view of the business and affairs of ESTEL; (f) ESTEL shaxx xxopt such accounting pxxxxxes consistent with the Companies Act as may from time to time be generally acceptable in India; (g) ESTEL will provide to the Partixx xr to their respective affiliates designated nominees on the Board within 4 weeks after the end of each month with unaudited management accounts for such month, and such other data and information regarding its business and operations as may reasonably be engaged requested by them; (h) ESTEL shall prepare such accoxxxx in a broad range respect of transactions each accounting reference period and Financial year as are required by statute and applicable regulations and procure that involve interests that differ from those of such accounts are audited as soon as practicable and in any event not later than the Issuer and or its affiliates and that period permitted under the several Dealers have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshiprelevant statute; and (ei) ESTEL will use its best endeavors xx maintain in force and effect the Dealers have not provided any legalOperating Licences and such other approvals, accounting, regulatory consents or tax advice with respect to the offering contemplated hereby and the Issuer or licenses as may be required for carrying on its affiliates has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatebusiness. 14.2 This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the several Dealers, or any of them, with respect to the subject matter hereof. The Issuer and its affiliates hereby waives and releases, to the fullest extent permitted by law, any claims that the Issuer and its affiliates may have against the several Dealers with respect to any breach or alleged breach of agency or fiduciary duty.

Arm’s Length Transactions. 14.1 The Issuer Company acknowledges and agrees that: that (a) the purchase and sale of the Notes Shares pursuant to this Agreement and each relevant Subscription Agreement, including the determination of the public offering price of the Notes Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Issuer Company, on the one hand, and the several Dealers, Underwriters on the other handother, and the Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (b) in connection with each transaction the offering contemplated hereby and the process leading to such transaction each such transaction, each Dealer is, Underwriter is and has been, been acting solely as a principal and is not the agent or fiduciary of the Issuer Company, or its affiliates (other than, if applicable, itself), stockholders, creditors or creditors, employees or any other party; , (c) no Dealer Underwriter has assumed or will assume an advisory or fiduciary responsibility in favour favor of the Issuer or its affiliates Company with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Dealer Underwriter has advised or is currently advising the Issuer or its affiliates Company on other matters) and no Dealer Underwriter has any obligation to the Issuer or its affiliates Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and each relevant Subscription Agreement; , (d) the several Dealers Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Issuer and or its affiliates and that the several Dealers have no obligation to disclose any of such interests by virtue of any advisoryCompany, agency or fiduciary relationship; and (e) the Dealers Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Issuer or its affiliates Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. 14.2 This Agreement supersedes all prior agreements appropriate and understandings (whether written or oralf) between the Issuer and the several Dealers, any review by a Representative or any Underwriter of themthe Company, with respect the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the subject matter hereof. The Issuer benefit of such Representative or such Underwriter and its affiliates hereby waives and releases, to shall not be on behalf of the fullest extent permitted by law, Company or any claims that the Issuer and its affiliates may have against the several Dealers with respect to any breach or alleged breach of agency or fiduciary dutyother person.

Arm’s Length Transactions. 14.1 11.1 It is the intention of the Parties that they shall have a preferential opportunity to enter into contracts with ESTEL to provide servixxx xr material including expert and technical advice, in connection with the deployment and operation of the business in accordance with ESTEL's needs. Notwithstanding anything to the contrary in this Agreement all contracts between ESTEL and the Parties axx xxeir Affiliates shall be conducted on an arms length basis on normal commercial terms and prices. 11.2 The Issuer acknowledges Parties acknowledge that their respective rights in ESTEL shall be xxxxlated by this Agreement and agrees the Articles and agree and undertake to be bound by and comply with the provisions of this Agreement and the Articles. The Parties shall procure that ESTEL acts in accordancx xxxh this Agreement and the Articles and that the business of ESTEL is confixxx xo the Business in accordance with the Business Plans and Budgets. 11.3 The Parties shall at all times respectively endeavor to the best of their ability to promote the Business of ESTEL. 11.4 The Bxxxxxss of ESTEL shall at all timex xx conducted independently from the business of the Parties, but subject thereto ESTEL may in its xxscretion transact business with any of the Parties, including the purchase of goods and/or provision of services supplied by any of the Parties provided such goods or services are supplied on terms mutually agreed between the HOLDING COMPANY and FUSION and are competitive. 11.5 Except as Parties may otherwise agree in writing or save as otherwise provided or contemplated in this Agreement or in the Business Plan and/or Budget, Parties shall exercise their rights and powers in relation to ESTEL so as to ensure axx xxocure that: (a) ESTEL carries on and xxxxxcts its Business and affairs in a proper and efficient manner and for its own benefit and in accordance with the purchase Business Plan and sale of the Notes pursuant to this Agreement and each relevant Subscription Agreement, including the determination of the offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Issuer on the one hand, and the several Dealers, on the other hand, and the Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this AgreementBudget; (b) in connection save as may be agreed between the HOLDING COMPANY and FUSION, shall not enter into any agreement or arrangement with each transaction contemplated hereby and the process leading to each such transaction, each Dealer is, and has been, acting solely as a principal and is not the agent or fiduciary of the Issuer any Party or its affiliates (other than, if applicable, itself), stockholders, creditors or employees or any other partyAffiliate restricting its competitive freedom to take goods and services by such means and from such persons and on such terms as it may think fit; (c) no Dealer has assumed or will assume an advisory or fiduciary responsibility in favour the Business of ESTEL shall be carried xx xxrsuant to policies laid down from time to time by the Issuer or its affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Dealer has advised or is currently advising the Issuer or its affiliates on other matters) and no Dealer has any obligation to the Issuer or its affiliates with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and each relevant Subscription AgreementBoard; (d) ESTEL shall maintain xxxxuate insurance against all risks usually insured against by companies carrying on same or similar business and (without prejudice to the several Dealers generality of the foregoing) for the full replacement or reinstatement value of all its assets of an insurable value; (e) ESTEL shall keep proper xxxxs of account and therein make true and fair entries of all its dealings and transactions of and in relation to its business so as to give true and fair view of the business and affairs of ESTEL; (f) XXTEL shall adopt such xxxxxnting policies consistent with the Companies Act as may from time to time be generally acceptable in India; (g) ESTEL will provide tx xxx Parties or to their respective affiliates designated nominees on the Board within 4 weeks after the end of each month with unaudited management accounts for such month, and such other data and information regarding its business and operations as may reasonably be engaged requested by them; (h) ESTEL shall prepare xxxx accounts in a broad range respect of transactions each accounting reference period and Financial year as are required by statute and applicable regulations and procure that involve interests that differ from those of such accounts are audited as soon as practicable and in any event not later than the Issuer and or its affiliates and that period permitted under the several Dealers have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshiprelevant statute; and (ei) ESTEL will use its best xxxeavors to maintain in force and effect the Dealers have not provided any legalOperating Licences and such other approvals, accounting, regulatory consents or tax advice with respect to the offering contemplated hereby and the Issuer or licenses as may be required for carrying on its affiliates has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatebusiness. 14.2 This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the several Dealers, or any of them, with respect to the subject matter hereof. The Issuer and its affiliates hereby waives and releases, to the fullest extent permitted by law, any claims that the Issuer and its affiliates may have against the several Dealers with respect to any breach or alleged breach of agency or fiduciary duty.

Arm’s Length Transactions. 14.1 The Issuer acknowledges and agrees that: (a) 13.1 Each Joint Lead Manager is acting only as an independent contractor to provide the purchase services of a manager as expressly set out in this Agreement. Regardless of any pre-existing or separate relationship, it is agreed that the Issue, offer and sale of any Notes (including determining the terms of the Issue, the Issue Price, offer and sale of any Notes) (the Activities) do not give rise to any fiduciary or agency duties on the part of the Joint Lead Manager to the Issuer or any other person connected to the Issuer, in connection with this Agreement or the Activities. 13.2 The Issuer is not relying on any Joint Lead Manager for any advice, including investment advice, advice on legal, tax and accounting matters in any jurisdiction which, if the Issuer requires it, will be obtained from its separate advisers. 13.3 The Issuer acknowledges that it has independently evaluated the commission to be paid to the Joint Lead Managers under this Agreement and the Mandate Agreement and other commercial aspects of the Issue and offer of any Notes pursuant to this Agreement and each relevant Subscription Agreement, including with or through the determination of the offering price of the Notes and any related discounts and commissions, is an arm’sJoint Lead Managers following arm's-length negotiations with the Joint Lead Managers. The Issuer also acknowledges that the Issue Price and commercial transaction between terms may not reflect the best price or other terms obtainable in the market. The Issuer on the one hand, and the several Dealers, on the other hand, and the Issuer acknowledges that it is capable of evaluating and understanding and understands and accepts the terms, terms of and risks associated with the services and conditions of the transactions contemplated by this Agreement; (b) in connection with each transaction contemplated hereby Agreement and the process leading Activities. 13.4 Nothing in this Clause 13 purports to exclude any obligations and duties imposed on any Joint Lead Manager by its relevant regulatory system, nor does any of that purports to exclude any other obligations and duties of each Joint Lead Manager specifically undertaken by each such transaction, each Dealer is, and has been, acting solely Joint Lead Manager as a principal and is not the agent or fiduciary of the Issuer or its affiliates (other than, if applicable, itself), stockholders, creditors or employees or any other party; (c) no Dealer has assumed or will assume an advisory or fiduciary responsibility in favour of the Issuer or its affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Dealer has advised or is currently advising the Issuer or its affiliates on other matters) and no Dealer has any obligation to the Issuer or its affiliates with respect to the offering contemplated hereby except the obligations expressly set forth out in this Agreement and each relevant Subscription Agreement; (d) the several Dealers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Issuer and or its affiliates and that the several Dealers have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Dealers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Issuer or its affiliates has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. 14.2 This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the several Dealers, or any of them, with respect to the subject matter hereof. The Issuer and its affiliates hereby waives and releases, to the fullest extent permitted by law, any claims that the Issuer and its affiliates may have against the several Dealers with respect to any breach or alleged breach of agency or fiduciary duty.

Arm’s Length Transactions. 14.1 The Issuer acknowledges Purchaser and agrees that: the Company understands that the Purchase Agents and their affiliates (atogether, the “Purchase Agent Groups”) the purchase are engaged in a wide range of financial services and sale businesses (including investment management, financing, securities trading, corporate and investment banking and research). Members of the Notes pursuant Purchase Agent Groups and businesses within the Purchase Agent Groups generally act independently of each other, both for their own respective accounts and for the accounts of clients. Accordingly, there may be situations where parts of the Purchase Agent Groups and/or their clients either now have or may in the future have interests, or take actions, which may conflict with our interests. For example, the Purchase Agent Groups may, in the ordinary course of business, engage in trading in financial products or undertake other investment businesses for their own account or on behalf of other clients, including, but not limited to, trading in or holding long, short or derivative positions in securities, loans or other financial products of the Purchaser, the Company or other entities connected with the Invitation. In recognition of the foregoing, each of the Purchaser and the Company agrees that the Purchase Agent Groups are not required to restrict their activities as a result of this Agreement engagement, and each relevant Subscription that the Purchase Agent Groups may undertake any business activity without further consultation with or notification to the Purchaser or the Company. Neither this Agreement, the receipt by the Purchase Agent Groups of confidential information nor any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) that would prevent or restrict the determination Purchase Agent Groups from acting on behalf of other customers or for their own account. Furthermore, each of the offering price Purchaser and the Company agrees that neither the Purchase Agent Groups nor any member or business of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between Purchase Agent Groups are under a duty to disclose to the Issuer Purchaser or the Company or use on the one hand, and the several Dealers, on the other hand, and the Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions behalf of the transactions contemplated by this Agreement; (b) Purchaser or the Company any information whatsoever about or derived from those activities or to account for any revenue or profits obtained in connection with each transaction contemplated hereby such activities. Furthermore, the Purchaser and the process leading to each such transaction, each Dealer is, and has been, acting Company agree that they are solely as a principal and is not responsible for making their own judgments in connection with the agent or fiduciary of the Issuer or its affiliates (other than, if applicable, itself), stockholders, creditors or employees or any other party; (c) no Dealer has assumed or will assume an advisory or fiduciary responsibility in favour of the Issuer or its affiliates with respect to any of the transactions contemplated hereby or the process leading thereto Invitation (irrespective of whether such Dealer any member of or business within the Purchase Agent Groups has advised or is currently advising the Issuer Purchaser or its affiliates the Company on related or other matters) and no Dealer has any obligation to the Issuer or its affiliates with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and each relevant Subscription Agreement; (d) the several Dealers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Issuer and or its affiliates and that the several Dealers have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Dealers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Issuer or its affiliates has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate). 14.2 This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the several Dealers, or any of them, with respect to the subject matter hereof. The Issuer and its affiliates hereby waives and releases, to the fullest extent permitted by law, any claims that the Issuer and its affiliates may have against the several Dealers with respect to any breach or alleged breach of agency or fiduciary duty.

Arm’s Length Transactions. 14.1 The Issuer acknowledges and agrees that: (a) the purchase and sale of the Notes pursuant to this Agreement and each relevant Subscription Agreement, including the determination of the offering price of the Notes and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Issuer on the one hand, and the several Dealers, on the other hand, and the Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (b) in connection with each transaction contemplated hereby and the process leading to each such transaction, each Dealer is, and has been, acting solely as a principal and is not the agent or fiduciary of the Issuer or its affiliates (other than, if applicable, itself), stockholders, creditors or employees or any other party; (c) no Dealer has assumed or will assume an advisory or fiduciary responsibility in favour of the Issuer or its affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Dealer has advised or is currently advising the Issuer or its affiliates on other matters) and no Dealer has any obligation to the Issuer or its affiliates with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and each relevant Subscription Agreement; (d) the several Dealers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Issuer and or its affiliates and that the several Dealers have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Dealers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Issuer or its affiliates has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. 14.2 This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the several Dealers, or any of them, with respect to the subject matter hereof. The Issuer and its affiliates hereby waives and releases, to the fullest extent permitted by law, any claims that the Issuer and its affiliates may have against the several Dealers with respect to any breach or alleged breach of agency or fiduciary duty.