Common use of No Fiduciaries Clause in Contracts

No Fiduciaries. The Company and each Selling Shareholder acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any Selling Shareholder, or the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any such Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or any Selling Shareholder, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and each Selling Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder acknowledges and agrees that (i) the purchase and sale of the Securities Shares pursuant to this Underwriting Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Underwriting Agreement, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is the Underwriters are and has have been acting solely as a principal principals and is are not the agent agents or fiduciary fiduciaries of the Company, any Selling Shareholderits subsidiaries, or the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has the Underwriters have not assumed or nor will they assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder its subsidiaries with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such any Underwriter has advised or is currently advising the Company or its subsidiaries on any such Selling Shareholder on other matters) and the Underwriters have no Underwriter has any obligation to the Company or any Selling Shareholder its subsidiaries with respect to the offering contemplated hereby except the obligations expressly set forth in this Underwriting Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or its subsidiaries and the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any Selling Shareholderfiduciary, advisory or agency relationship, (v) the Company and its subsidiaries waive, to the fullest extent permitted by law, any claims the Company may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or its subsidiaries in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company and (vvi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and each Selling Shareholder has the Bank consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any Selling Shareholder, or the Company’s their respective shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any such Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or any Selling Shareholder, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and each the Selling Shareholder Shareholders has consulted his or its own legal, accounting, regulatory and tax advisors to the extent he or it deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any Selling Shareholder, or the Company’s their respective shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any such Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any such Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or any Selling Shareholder, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and each Selling Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder acknowledges acknowledge and agrees agree that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any Selling Shareholder, or the Company’s their respective shareholders, creditors, employees or any other third party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any such Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or any Selling Shareholder, Shareholder and (ve) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and each Selling Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company Company, the Bank and the Selling Shareholders each Selling Shareholder acknowledges acknowledge and agrees agree that (i) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Company, the Bank and the Selling Shareholders, Shareholders on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any the Bank and the Selling Shareholder, Shareholders or the Company’s their respective shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or assumed, and will assume not assume, an advisory or fiduciary responsibility in favor of the Company or any Company, the Bank and the Selling Shareholder Shareholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any such Company, the Bank and the Selling Shareholder Shareholders on other matters) and no Underwriter has any an obligation to the Company or any Company, the Bank and the Selling Shareholder Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters each Underwriter and their respective affiliates may be its Affiliates is engaged in a broad range of transactions that involve interests that differ differ, or may differ, from those of the Company Company, the Bank and the Selling Shareholders and shall have no obligation to disclose any information regarding such transactions or any Selling Shareholderinterests, and (v) the Underwriters have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Company, the Bank and each the Selling Shareholder has Shareholders have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company and the Selling ShareholdersCompany, on the one hand, and the several UnderwritersXxxxxxx Xxxxx, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter transaction, Xxxxxxx Xxxxx is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any Selling Shareholder, or of the Company’s shareholderssubsidiaries, creditorsany stockholders, creditors or employees of the Company or any of its subsidiaries or any other third party, (iiic) no Underwriter Xxxxxxx Xxxxx has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder of its subsidiaries with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Xxxxxxx Xxxxx has advised or is currently advising the Company or any such Selling Shareholder of its subsidiaries on other matters) ), and no Underwriter has Xxxxxxx Xxxxx does not have any obligation to the Company or any Selling Shareholder of its subsidiaries with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters Xxxxxxx Xxxxx and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or any Selling Shareholder, and its subsidiaries and (ve) the Underwriters have Xxxxxxx Xxxxx has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and each Selling Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Each of the Company and each the Bank, severally and not jointly, and the Selling Shareholder acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Underwriting Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling ShareholdersShareholder, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any the Bank, the Selling Shareholder, Shareholder or the Company’s their respective shareholders, creditors, employees or any other third party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, the Bank or any the Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, the Bank or any such the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company Company, the Bank or any the Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Underwriting Agreement, (ivd) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Company, the Bank or any the Selling Shareholder, and (ve) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Company, the Bank and each the Selling Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Each of the Company and the Bank, severally and not jointly, and each Selling Shareholder acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Underwriting Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the Bank, any Selling Shareholder, or the Company’s their respective shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, the Bank or any Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company Company, the Bank or any such Selling Shareholder on other matters) and no the Underwriter has any no obligation to the Company Company, the Bank or any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Underwriting Agreement, (iv) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Company, the Bank or any Selling Shareholder, and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Company, the Bank and each Selling Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling ShareholdersCompany, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any Selling Shareholder, or the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any such Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or any Selling ShareholderCompany, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and each Selling Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company expressly acknowledges that Xxxxx, Xxxxxxxx & Xxxxx, Inc. has acted as a financial advisor to, and rendered a fairness opinion to, CNB Financial Corp. in connection with the Company’s proposed acquisition of CNB Financial Corp. and that Xxxxx, Xxxxxxxx & Xxxxx, Inc. has received a fee from CNB Financial Corp. for such services and will receive an additional fee upon the closing of the acquisition.

No Fiduciaries. The Company and each Selling Shareholder acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any Selling Shareholder, or the Company’s their respective shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any such Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or any Selling Shareholder, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and each Selling Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.