Common use of GENERAL POSITION OF THE REPRESENTATIVES Clause in Contracts

GENERAL POSITION OF THE REPRESENTATIVES. 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 pertaining to any and all offers and sales of the Units, 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 Units or the validity or 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 Units; or for the performance by the Company or others of any agreement on its or their part; nor shall you as Representatives 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 (“1933 Act”); and only obligations expressly assumed by you as Representatives herein shall be implied from this Agreement. In representing the Underwriters hereunder, you shall act as the Representatives 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 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, and are not joint.

GENERAL POSITION OF THE REPRESENTATIVES. 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 pertaining to any and all offers and sales of the UnitsSecurities, 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 Units 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 UnitsSecurities; or for the performance by the Company or others of any agreement on its or their part; nor shall you you, as Representatives representative or otherwise 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 Representatives Representative herein shall be implied from this Agreement. In representing the Underwriters hereunder, you shall act as the Representatives of each of them, 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 6 Section 8 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. Notwithstanding any settlement of accounts under this Agreement, we agree to pay our underwriting proportion of the amount of any tax, claim, demand or liability which may be asserted against and discharged by the Underwriters, or any of them, based on the claim that the Underwriters, or any of them, constitute a partnership, association, or separate entity, and also to pay our underwriting proportion of expenses approved by you incurred by the Underwriters, or any of them, in contesting any such taxes, claims, demands or liabilities.

GENERAL POSITION OF THE REPRESENTATIVES. In taking action under this Agreement, you any Underwriting Agreement or any Inter-Syndicate Agreements, the Representatives shall act only as agent of the several Underwriters. Your The Representatives' authority shall include the taking of such action actions as you they may deem advisable in respect of all matters pertaining to any and all offers and sales of the UnitsSecurities, including the right to make any modifications which you they consider necessary or desirable in the arrangements with Selected Dealers or others. You The Representatives shall be under no liability for or in respect of the value of the Units Securities or the validity or the form thereof, the Registration Statementregistration statement, any additional registration statement which may be filed with the Commission pursuant to Rule 462(b) of the Securities Act, the Prospectusprospectus, any term sheets, any abbreviated term sheets or agreements or other instruments executed by the Company issuer or others; or for or in respect of the delivery of the UnitsSecurities; or for the performance by the Company issuer, any Selling Securityholder, or others of any agreement on its or their part; nor shall you we as Representatives 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 (“1933 Act”); and only obligations expressly assumed by you us as Representatives herein shall be implied from this Agreement. In representing the Underwriters hereunder, you we shall act as the Representatives of each of them, them respectively. Nothing herein contained shall constitute the several Underwriters partners with you us or with each otherother or with any underwriters, representatives or managers party to any Inter-Syndicate Agreements, or render any Underwriter liable for the commitments of any other UnderwriterUnderwriter or any underwriters, representatives or managers party to any Inter-Syndicate Agreements, except as otherwise provided in Section 12 hereof and in section 6 of the Underwriting Agreement15 hereof. If the Underwriters shall be deemed to constitute a partnership for Federal 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 You shall elect to be so excluded and agrees agree not to take any position inconsistent with such election. Each Underwriter authorizes youYou authorize us, in your our discretion, to execute and file on your 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, Initial Commitments and are not joint.

GENERAL POSITION OF THE REPRESENTATIVES. In taking action under this Agreement, you any Underwriting Agreement or any Inter-Syndicate Agreements, the Representatives shall act only as agent of the several Underwriters. Your The Representatives’ authority shall include the taking of such action actions as you they may deem advisable in respect of all matters pertaining to any and all offers and sales of the UnitsSecurities, including the right to make any modifications which you they consider necessary or desirable in the arrangements with Selected Dealers or others. You The Representatives shall be under no liability for or in respect of the value of the Units Securities or the validity or the form thereof, the Registration Statementregistration statement, any additional registration statement which may be filed with the Commission pursuant to Rule 462(b) of the Securities Act, the Prospectusprospectus, any term sheets, any abbreviated term sheets or agreements or other instruments executed by the Company issuer or others; or for or in respect of the delivery of the UnitsSecurities; or for the performance by the Company issuer, any Selling Securityholder, or others of any agreement on its or their part; nor shall you we as Representatives 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 (“1933 Act”); and only obligations expressly assumed by you us as Representatives herein shall be implied from this Agreement. In representing the Underwriters hereunder, you we shall act as the Representatives of each of them, them respectively. Nothing herein contained shall constitute the several Underwriters partners with you us or with each otherother or with any underwriters, representatives or managers party to any Inter-Syndicate Agreements, or render any Underwriter liable for the commitments of any other UnderwriterUnderwriter or any underwriters, representatives or managers party to any Inter-Syndicate Agreements, except as otherwise provided in Section 12 hereof and in section 6 of the Underwriting Agreement15 hereof. If the Underwriters shall be deemed to constitute a partnership for Federal 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 You shall elect to be so excluded and agrees agree not to take any position inconsistent with such election. Each Underwriter authorizes youYou authorize us, in your our discretion, to execute and file on your 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, Initial Commitments and are not joint.

GENERAL POSITION OF THE REPRESENTATIVES. In taking action under this Agreement, you the Representatives shall act only as agent of the several Underwriters. Your The authority of the Representatives shall include the taking of such action actions as you they may deem advisable necessary or desirable in respect of all matters pertaining to any and all offers and sales of the UnitsShares, including the right to make any modifications which you that they consider necessary or desirable in the arrangements with Selected Dealers or others. You The Representatives shall be under no liability for or in respect of the value of the Units or Shares; the validity or the form thereofof the Shares, 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 UnitsShares; or for the performance by the Company or others of any agreement on its or their part; nor . Representatives shall you as Representatives or otherwise not be liable under any of the provisions hereof or for any matters connected herewith, except for want of good faith, faith and except for any liability arising under the Securities Act of 1933, as amended (“1933 the "Act”"); and only . Only obligations expressly assumed herein by you the Representatives as Representatives herein such shall be implied from this Agreement. In representing the Underwriters hereunder, you the Representatives shall act as the Representatives representative of each of them, the Underwriters respectively. Nothing herein contained shall constitute the several Underwriters partners with you the Representatives or with each other, other or render any Underwriter liable for the commitments of any other Underwriter, except as otherwise provided in Section 12 hereof and in section 6 or Section 11 of the Underwriting Agreement. If the Underwriters shall be deemed to constitute a partnership for Federal income tax purposes, it is our intent that the intent of each Underwriter to Underwriters be excluded from the application of Subchapter K, Chapter 1, Subtitle A, of the Internal Revenue Code of 1986, as amended. Each Underwriter elects We elect to be so excluded and agrees agree not to take any position inconsistent with such election. Each Underwriter authorizes youWe authorize the Representatives, in your their 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. Except as otherwise provided, all actions that may or shall be taken by the Representatives pursuant to any provision of this Agreement, the Underwriting Agreement, any Selected Dealer Agreement or any other document relating to the offering and sale of the Shares may be taken, notwithstanding any other provision hereof or any provision of the Underwriting Agreement, any Selected Dealer Agreement or any such other document, by Representatives. In furtherance of the foregoing, Representatives is authorized to exercise all the authority and discretion vested in the Underwriters by the provisions of this Agreement, the Underwriting Agreement or any Selected Dealer Agreements.