Common use of General Position of the Representative Clause in Contracts

General Position of the Representative. In taking action under this Agreement, you shall act only as agent of the several Underwriters. Your authority shall include the taking of such action as you may deem advisable in respect of all matters from any of our obligations or in pertaining to any and all offers and sales of the Securities, including the right to make any modifications which you consider necessary or desirable in the arrangements with Selected Dealers or others. You shall be under no liability for or in respect of the value of the Securities or the validity or the form thereof, the Registration Statement, the Prospectus or agreements or other instruments executed by the Company or others; or for or in respect of the delivery of the Securities; or for the performance by the Company or others of any agreement on its or their part; nor shall you as Representative or otherwise be liable under any of the provisions hereof or for any matters connected herewith, except for want of good faith, and except for any liability arising under the Securities Act of 1933, as amended (the "1933 Act"); and only obligations expressly assumed by you as Representative herein shall be implied from this Agreement. In representing the Underwriters hereunder, you shall act as the Representative of each of them respectively. Nothing herein contained shall constitute the several Underwriters partners with you or with each other, or render any Underwriter liable for the commitments of any other Underwriter, except as otherwise provided in Section 12 hereof and in Section 11 of the Underwriting Agreement. If the Underwriters shall be deemed to constitute a partnership for Federal income tax purposes, it is the intent of each Underwriter to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, of the Internal Revenue Code of 1986, as amended. Each Underwriter elects to be so excluded and agrees not to take any position inconsistent with such election. Each Underwriter authorizes you, in your discretion, to execute and file on behalf of the Underwriters such evidence of election as may be required by the Internal Revenue Service. The commitments and liabilities of each of the several Underwriters are several in accordance with their respective Underwriting Obligations and are not joint.

General Position of the Representative. In taking action under this Agreement, you shall act only as agent of the several Underwriters. Your authority as Representative of the several Underwriters shall include the taking of such action as you may deem advisable in respect of all matters from any of our obligations or in pertaining to any and all offers and sales of the SecuritiesUnits, including the right to make any modifications which you consider necessary or desirable in the arrangements with Selected Dealers or others. You shall be under no liability for or in respect of the value of the Securities Units or the validity or the form thereof, the Registration Statement, the Prospectus or agreements Prospectus, the Best Efforts Underwriting Agreement, or other instruments executed by the Company or others; or for or in respect of the delivery of the Securities; or for the performance by the Company Fund or others of any agreement on its or their part; nor shall you you, as such Representative or otherwise otherwise, be liable under any of the provisions hereof hereof, or for any matters connected herewith, except for want of good faith, and except for any liability arising under the Securities Act of 1933, as amended (the "1933 Act"); and only obligations no obligation not expressly assumed by you as such Representative herein shall be implied from this Agreement. In representing the Underwriters hereunder, you shall act as the Representative representative of each of them respectively. Nothing herein contained shall constitute the several Underwriters partners with you or with each other, or render any Underwriter liable for the commitments of any other Underwriter, except as otherwise provided in Section 12 hereof and in Section 11 of the Underwriting Agreement. If the Underwriters shall be deemed to constitute a partnership for Federal income tax purposes, it is the intent of each Underwriter to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, of the Internal Revenue Code of 1986, as amended. Each Underwriter elects to be so excluded and agrees not to take any position inconsistent with such election. Each Underwriter authorizes you, in your discretion, to execute and file on behalf of the Underwriters such evidence of election as may be required by the Internal Revenue Servicehereof. The commitments and liabilities of each of the several Underwriters are several in accordance with their respective Underwriting Obligations underwriting obligations and are not joint. 3 <PAGE> 10. Acknowledgment of Registration Statement, etc. We hereby confirm that we have examined the Registration Statement (including all amendments thereto) relating to the Units as heretofore filed with the Securities and Exchange Commission, that we are familiar with the amendment(s) to the Registration Statement and the final form of Prospectus proposed to be filed, that we are willing to accept the responsibilities of an underwriter thereunder, and that we are willing to proceed as therein contemplated. We further confirm that the statements made under the heading "Underwriting" in such proposed final form of Prospectus are correct and we authorize you so to advise the Fund on our behalf. We understand that the aforementioned documents are subject to further change and that we will be supplied with copies of any amendment or amendments to the Registration Statement and of any amended Prospectus promptly, if and when received by you, but the making of such changes and amendments shall not release us or affect our obligations hereunder or under the Best Efforts Underwriting Agreement. 11.

General Position of the Representative. In taking action under this Agreement, you shall act only as agent of the several Underwriters, except as otherwise specifically provided herein where you may act individually. Your authority as Representative of the several Underwriters shall include the taking of such action actions as you may deem advisable in respect of all matters from any of our obligations or in pertaining to any and all offers and sales of the SecuritiesUnits, including the right to make any modifications which you consider necessary or desirable in the arrangements with Selected Dealers or others. You shall be under no liability for or in respect of the value of the Securities Units or the validity or the form thereof, any preliminary prospectus, the Registration Statement, the Prospectus or agreements Prospectus, the Underwriting Agreement, or other instruments executed by the Company Company, or others; or for or in respect of the delivery of the SecuritiesUnits; or for the performance by the Company Company, or others of any agreement on its or their part; nor shall you as such Representative or otherwise be liable to the several Underwriters under any of the provisions hereof or for any matters connected herewith, except for want of good faith, and except for any liability arising under the Securities Act of 1933, as amended (the "1933 Act"); and only obligations no obligation not expressly assumed by you as such Representative herein shall be implied from this Agreement. In representing the Underwriters hereunder, you shall act as the Representative of each of them respectively. Nothing herein contained shall constitute the several Underwriters partners with you or with each other, or render any Underwriter liable for the commitments of any other Underwriter, except as otherwise provided in Section 12 hereof and in Section 11 of the Underwriting Agreement. If the Underwriters shall be deemed to constitute a partnership for Federal income tax purposes, it is the intent of each Underwriter to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, of the Internal Revenue Code of 1986, as amended. Each Underwriter elects to be so excluded and agrees not to take any position inconsistent with such election. Each Underwriter authorizes you, in your discretion, to execute and file on behalf of the Underwriters such evidence of election as may be required by the Internal Revenue Servicehereof. The commitments and liabilities of each of the several Underwriters are several in accordance with their respective Underwriting Obligations underwriting obligations and are not joint. If for federal income tax purposes the Underwriters should be deemed to constitute a partnership, then each Underwriter elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and agrees not to take any position inconsistent with such election. You, as Representative of the several Underwriters, are authorized, in your discretion, to execute and file on behalf of the Underwriters such evidence of such election as may be required by the Internal Revenue Service.

General Position of the Representative. In taking action under this Agreement, you shall act only as agent of the several Underwriters, except as otherwise specifically provided herein where you may act individually. Your authority as Representative of the Underwriters shall include the taking of such action actions as you may deem advisable in respect of all matters from any of our obligations or in pertaining to any and all offers and sales of the Shares, Warrants and/or Additional Securities, including the right to make any modifications which you consider necessary or desirable in the arrangements with Selected Dealers or others. You shall be under no liability for or in respect of the value of the Shares, Warrants and/or Additional Securities or the validity or the form thereof, any preliminary prospectus, the Registration Statement, the Prospectus or agreements Prospectus, the Underwriting Agreement, or other instruments executed by the Company Company, or others; or for or in respect of the delivery of the Shares, Warrants and/or Additional Securities; or for the performance by the Company Company, or others of any agreement on its or their part; nor shall you as such Representative or otherwise be liable to the Underwriters under any of the provisions hereof or for any matters connected herewith, except for want of good faith, and except for any liability arising under the Securities Act of 1933, as amended (the "1933 Act"); and only obligations no obligation not expressly assumed by you as such Representative herein shall be implied from this Agreement. In representing the Underwriters hereunder, you shall act as the Representative of each of them respectively. Nothing herein contained shall constitute the several Underwriters partners with you or with each other, or render any Underwriter liable for the commitments of any other Underwriter, except as otherwise provided in Section 12 hereof hereof. The commitments and in Section 11 liabilities of each of the Underwriting AgreementUnderwriters are several in accordance with their respective underwriting obligations and are not joint. If for federal income tax purposes the Underwriters shall should be deemed to constitute a partnership for Federal income tax purposespartnership, it is the intent of then each Underwriter elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, A of the Internal Revenue Code of 1986, as amended. Each Underwriter elects to be so excluded , and agrees not to take any position inconsistent with such election. Each Underwriter authorizes youYou, as Representative of the Underwriters, are authorized, in your discretion, to execute and file on behalf of the Underwriters such evidence of such election as may be required by the Internal Revenue Service. The commitments and liabilities of each of the several Underwriters are several in accordance with their respective Underwriting Obligations and are not joint.

General Position of the Representative. In taking action under this Agreement, you shall act only as agent of the several Underwriters, except as otherwise specifically provided herein where you may act individually. Your authority as Representative of the Underwriters shall include the taking of such action actions as you may deem advisable in respect of all matters from any of our obligations or in pertaining to any and all offers and sales of the SecuritiesShares, including the right to make any modifications which you consider necessary or desirable in the arrangements with Selected Dealers or others. You shall be under no liability for or in respect of the value of the Securities Shares or the validity or the form thereof, any preliminary prospectus, the Registration Statement, the Prospectus or agreements Prospectus, the Underwriting Agreement, or other instruments executed by the Company Company, or others; or for or in respect of the delivery of the SecuritiesShares; or for the performance by the Company Company, or others of any agreement on its or their part; nor shall you as such Representative or otherwise be liable to the Underwriters under any of the provisions hereof or for any matters connected herewith, except for want of good faith, and except for any liability arising under the Securities Act of 1933, as amended (the "1933 Act"); and only obligations no obligation not expressly assumed by you as such Representative herein shall be implied from this Agreement. In representing the Underwriters hereunder, you shall act as the Representative of each of them respectively. Nothing herein contained shall constitute the several Underwriters partners with you or with each other, or render any Underwriter liable for the commitments of any other Underwriter, except as otherwise provided in Section 12 hereof hereof. The commitments and in Section 11 liabilities of each of the Underwriting AgreementUnderwriters are several in accordance with their respective underwriting obligations and are not joint. If for federal income tax purposes the Underwriters shall should be deemed to constitute a partnership for Federal income tax purposespartnership, it is the intent of then each Underwriter elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, A of the Internal Revenue Code of 1986, as amended. Each Underwriter elects to be so excluded , and agrees not to take any position inconsistent with such election. Each Underwriter authorizes youYou, as Representative of the Underwriters, are authorized, in your discretion, to execute and file on behalf of the Underwriters such evidence of such election as may be required by the Internal Revenue Service. The commitments and liabilities of each of the several Underwriters are several in accordance with their respective Underwriting Obligations and are not joint.

General Position of the Representative. In taking action under this Agreement, you shall act only as agent of the several Underwriters. Your authority -------------------------------------- shall include the taking of such action as you may deem advisable in respect of all matters from any of our obligations or in pertaining to any and all offers and sales of the Securities, including the right to make any modifications which you consider necessary or desirable in the arrangements with Selected Dealers or others. You shall be under no liability for or in respect of the value of the Securities or the validity or the form thereof, the Registration Statement, the Prospectus or agreements or other instruments executed by the Company or others; or for or in respect of the delivery of the Securities; or for the performance by the Company or others of any agreement on its or their part; nor shall you as the Representative or otherwise be liable under any of the provisions hereof or for any matters connected herewith, except for want of good faith, and except for any liability arising under the Securities Act of 1933, as amended (the "1933 Act"); and only obligations expressly assumed by you as the Representative herein shall be implied from this Agreement. In representing the Underwriters hereunder, you shall act as the Representative of each of them respectively. Nothing herein contained shall constitute the several Underwriters partners with you or with each other, or render any Underwriter liable for the commitments of any other Underwriter, except as otherwise provided in Section 12 15 hereof and in Section 11 13 of the ------- ------- Underwriting Agreement. If the Underwriters shall be deemed to constitute a partnership for Federal income tax purposes, it is the intent of each Underwriter to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, of the Internal Revenue Code of 1986, as amended. Each Underwriter elects to be so excluded and agrees not to take any position inconsistent with such election. Each Underwriter authorizes you, in your discretion, to execute and file on behalf of the Underwriters such evidence of election as may be required by the Internal Revenue Service. The commitments and liabilities of each of the several Underwriters are several in accordance with their respective Underwriting Obligations and are not joint.

General Position of the Representative. In taking action under this Agreement, you shall act only as agent of the several Underwriters. Your authority shall include the taking of such action as you may deem advisable in respect of all matters from any of our obligations or in pertaining to any and all offers and sales of the Securities, including the right to make any modifications which you consider necessary or desirable in the arrangements with Selected Dealers or others. You shall be under no liability for or in respect of the value of the Securities or the validity or the form thereof, the Registration Statement, the Prospectus Prospectus, or agreements or other instruments executed by the Company or others; or for or in respect of the delivery of the Securities; or for the performance by the Company or others of any agreement on its or their part; nor shall you as Representative or otherwise be liable under any of the provisions hereof or for any matters connected herewith, except for want of good faith, and except for any liability arising under the Securities Act of 1933, as amended (the "1933 Act"); and only obligations expressly assumed by you as Representative herein shall be implied from this Agreement. In representing the Underwriters hereunder, you shall act as the Representative of each of them them, respectively. Nothing herein contained shall constitute the several Underwriters as partners with you or with each other, or render any Underwriter liable for the commitments of any other Underwriter, except as otherwise provided in Section 12 hereof and in Section 11 section 6 of the Underwriting Agreement. If the Underwriters shall be deemed to constitute a partnership for Federal income tax purposes, it is the intent of each Underwriter to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, of the Internal Revenue Code of 1986, as amended. Each Underwriter elects to be so excluded and agrees not to take any position inconsistent with such election. Each Underwriter authorizes you, in your discretion, to execute and file on behalf of the Underwriters such evidence of election as may be required by the Internal Revenue Service. The commitments and liabilities of each of the several Underwriters are several in accordance with their respective Underwriting Obligations Obligations, and are not joint.