Nature of Underwriters’ Services Sample Clauses

Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary of the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliates. Additionally, none of the Underwriters is advising the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the Company, the Issuer, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person. 25 GEDFMNT 2012-4: Underwriting Agreement 26 GEDFMNT 2012-4: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Representatives. Very truly yours, CDF FUNDING, INC. By: /s/ Jxxx X. Peak Name: Jxxx X. Peak Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Attorney-in-Fact The foregoing Agreement is hereby confirmed and accepted on the date first above written. RBC CAPITAL MARKETS, LLC for itself and as a Representative By: /s/ Gxxxxxxx Xxxxxx Name: Gxxxxxxx Xxxxxx Title: Authorized Signatory BARCLAYS CAPITAL INC., for itself and as a Representative By: /s/ Mxxxxx Xxxxx Name: Mxxxxx Xxxxx Title: Managing Director Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated November 1, 2012, among CDF Funding, Inc., General Electric Capital Corporation and the Representat...
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Nature of Underwriters’ Services. Each of GECC and the Depositor acknowledge and agree that the Underwriters are acting solely in the capacity of arm's length contractual counterparties to GECC and the Depositor with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, GECC, the Depositor, the Company or any other person. Additionally, none of the Underwriters is advising GECC, the Depositor, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. GECC and the Depositor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to GECC, the Depositor or the Company with respect thereto. Any review by the Underwriters of GECC, the Depositor, the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of GECC, the Depositor, the Company or any other party.
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Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Company does not intend any Underwriter to act in any capacity other than independent contractor, including as a fiduciary. For avoidance of doubt, the Underwriters are not acting as agents or representatives of the Issuer.
Sample 1Sample 2Sample 3See All (5)
Nature of Underwriters’ Services. Each of GECC and the Depositor acknowledge and agree that the Underwriters are acting solely in the capacity of arm's length contractual counterparties to GECC and the Depositor with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, GECC, the Depositor, the Company or
Sample 1Sample 2
Nature of Underwriters’ Services. The Company acknowledges and agrees that the Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Company does not intend the Underwriter to act in any capacity other than independent contractor, including as a fiduciary. For avoidance of doubt, the Underwriter is not acting as an agent or representative of the Issuer. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Underwriter. Very truly yours, CDF FUNDING, INC. By: /s/ Xxxx X. Peak Name: Xxxx X. Peak Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President Dated:[ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated [ ], 2009, among CDF Funding, Inc., General Electric Capital Corporation and the Underwriter referred to therein
Sample 1
Nature of Underwriters’ Services. The Depositor acknowledges and agrees that each Underwriter in providing investment banking services to the Depositor in connection with the offering, including in acting pursuant to the terms of this Underwriting Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Depositor does not intend any Underwriter to act in any capacity other than independent contractor, including as a fiduciary. For avoidance of doubt, the Underwriters are not acting as agents or representatives of the Company. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance hereof shall constitute a binding agreement among the Underwriters, the Depositor and GECC. Very truly yours, CEF EQUIPMENT HOLDING, L.L.C. By: ------------------------------------- Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION By: ------------------------------------- Name: Title: Accepted and agreed in New York, New York, as of the date hereof:
Sample 1
Nature of Underwriters’ Services. The Depositor acknowledges and agrees that each Underwriter in providing investment banking services to the Depositor in connection with the offering, including in acting pursuant to the terms of this Underwriting Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Depositor does not intend any Underwriter to act in any capacity other than independent contractor, including as a fiduciary. For avoidance of doubt, the Underwriters are not acting as agents or representatives of the Company. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance hereof shall constitute a binding agreement among the Underwriters, the Depositor and GECC. Very truly yours, CEF EQUIPMENT HOLDING, L.L.C. By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President — Securitization GENERAL ELECTRIC CAPITAL CORPORATION By: Name: Xxxxxx X. Xxxxxxxx Title: Attorney-in-fact Accepted and agreed in New York, New York, as of the date hereof: BANC OF AMERICA SECURITIES LLC By: Name: Xxxxxxxx Xxxxxxx Title: Vice President Acting on behalf of itself and, if applicable, as the Representative of the Underwriters. Class Amount Percentage Securities LLC Inc. Class A-1 $ 169,000,000 99.87000 % $ 84,500,000 $ 50,700,000 Class A-2 $ 83,000,000 99.75610 % $ 41,500,000 $ 24,900,000 Class A-3 $ 255,000,000 99.64260 % $ 127,500,000 $ 76,500,000 Class A-4 $ 71,821,000 99.58735 % $ 35,910,000 $ 21,546,000 Total $ 578,821,000 Class Amount Percentage Securities, L.P. Securities Inc. RBS Securities Inc. Group, L.P. Class A-1 $ 169,000,000 99.87000 % $ 8,450,000 $ 8,450,000 $ 8,450,000 $ 8,450,000 Class A-2 $ 83,000,000 99.75610 % $ 4,150,000 $ 4,150,000 $ 4,150,000 $ 4,150,000 Class A-3 $ 255,000,000 99.64260 % $ 12,750,000 $ 12,750,000 $ 12,750,000 $ 12,750,000 Class A-4 $ 71,821,000 99.58735 % $ 3,591,050 $ 3,591,050 $ 3,591,050 $ 3,591,050 Total $ 578,821,000 Total Purchase Price: $577,191,123.64 Reference is hereby made to (i) the final prospectus supplement, dated September 2, 2009 (the “Prospectus Supplement”), and accompanied by the base prospectus, dated August 26, 2009 (the “Base Prospectus”) (collectively, the “Offering Memorandum”), relating to the $618,399,000 aggregate principal amount of GE Equipment Midticket LLC, Series 2009-1 Asset-Backed Notes (the “Specified Securities”), issued by GE Equipment Midticket LLC, Series 2009-1 (the “Company”), (ii) the Master...
Sample 1
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Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Company does not intend any Underwriter to act in any capacity other than independent contractor, including as a fiduciary. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Representatives. Very truly yours, CDF FUNDING, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- GENERAL ELECTRIC CAPITAL CORPORATION By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- The foregoing Agreement is hereby confirmed and accepted on the date first above written. [_____________], as Representative[s] By: --------------------------------- Name: ------------------------------- Title: ------------------------------ EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT Dated: _________ [_____] To: CDF FUNDING, INC. GENERAL ELECTRIC CAPITAL CORPORATION Re: Underwriting Agreement, dated [_______________], among CDF Funding, Inc., General Electric Capital Corporation and the Representative[s] referred to therein
Sample 1
Nature of Underwriters’ Services. Each of GECC and the Depositor acknowledge and agree that the Underwriters are acting solely in the capacity of arm's length contractual counterparties to GECC and the Depositor with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, GECC, the Depositor, the Company or any other person. Additionally, none of the Underwriters is advising GECC, the Depositor, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters
Sample 1

Related to Nature of Underwriters’ Services

  • Selection of Underwriters The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.

  • Selection of Underwriter In the case of any registration effected pursuant to this Agreement, the Company shall have the right to designate the managing underwriter in any underwritten offering, subject to the approval of the holders of a majority of the Registrable Shares requested to be included in such offering, which approval shall not be unreasonably withheld.

  • Substitution of Underwriters If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

  • Relationship Among Underwriters and Selected Dealers We shall have full authority to take such actions as we deem advisable in all matters pertaining to any Offering under this Master SDA. You are not authorized to act as an agent for us, any Underwriter or the Issuer or other Seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will be under any obligation to you except for obligations assumed hereby or in any Wire from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained in this Master SDA or any Wire shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us or with the Underwriters, should be deemed to constitute a partnership for federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such election. You authorize the Manager, in its discretion, to execute on your behalf such evidence of such election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

  • Representation of Underwriters The Representatives will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.

  • Nature of Undertakings The undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of the Borrower and each other member of the Group.

  • Indemnification of Underwriters The Company agrees to indemnify and hold harmless each Underwriter, its directors and officers and each person, if any, who controls any Underwriter, within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, (A) arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any untrue statement or omission, or any alleged untrue statement or omission in either case of the nature described in clause (i) above; provided that any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

  • Appointment of Underwriter Upon the execution of this Agreement and in consideration of the agreements on your part herein expressed and upon the terms and conditions set forth herein, we hereby appoint you as the exclusive sales agent for our Shares and agree that we will deliver such Shares as you may sell. You agree to use your best efforts to promote the sale of Shares, but are not obligated to sell any specific number of Shares. However, the Fund and each series retain the right to make direct sales of its Shares without sales charges consistent with the terms of the then current prospectus and statement of additional information and applicable law, and to engage in other legally authorized transactions in its Shares which do not involve the sale of Shares to the general public. Such other transactions may include, without limitation, transactions between the Fund or any series or class and its shareholders only, transactions involving the reorganization of the Fund or any series, and transactions involving the merger or combination of the Fund or any series with another corporation or trust.

  • Default of Underwriters If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate number of shares of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date, CSFBC may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to CSFBC and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 9 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

  • Indemnification of Underwriter The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

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