No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 53 contracts
Samples: Underwriting Agreement (ASP Isotopes Inc.), Underwriting Agreement (ASP Isotopes Inc.), Underwriting Agreement (BioXcel Therapeutics, Inc.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, commercial and based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 33 contracts
Samples: Underwriting Agreement (Nstar Electric Co), Underwriting Agreement (Nstar Electric Co), Underwriting Agreement (Nstar Electric Co)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 32 contracts
Samples: Underwriting Agreement (Stone Energy Corp), Underwriting Agreement (Webster Financial Corp), Underwriting Agreement (3d Systems Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringthe Offering, sale of the Stock Units or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringthe Offering.
Appears in 30 contracts
Samples: Underwriting Agreement (Capitalworks Emerging Markets Acquisition Corp), Underwriting Agreement (Spindletop Health Acquisition Corp.), Underwriting Agreement (Anthemis Digital Acquisitions I Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 22 contracts
Samples: Underwriting Agreement (BioSig Technologies, Inc.), Underwriting Agreement (BioSig Technologies, Inc.), Underwriting Agreement (Amesite Inc.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Bonds or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockBonds, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, commercial and based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 18 contracts
Samples: Underwriting Agreement (Connecticut Light & Power Co), Underwriting Agreement (Connecticut Light & Power Co), Underwriting Agreement (Public Service Co of New Hampshire)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, offering and sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the otherother hand, is entirely and solely commercial, commercial and is based on arms-length arms’-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The To the full extent allowed by law, the Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 17 contracts
Samples: Underwriting Agreement (Arizona Public Service Co), Underwriting Agreement (Pinnacle West Capital Corp), Underwriting Agreement (Arizona Public Service Co)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. Any review by the Underwriters of 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 the Company.
Appears in 13 contracts
Samples: Underwriting Agreement (Alleghany Corp /De), Underwriting Agreement (Southwest Gas Corp), Underwriting Agreement (Alleghany Corp /De)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 12 contracts
Samples: Underwriting Agreement (Ebang International Holdings Inc.), Underwriting Agreement (InMode Ltd.), Underwriting Agreement (InMode Ltd.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock offering or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, existsexists in connection with the offering of the Offered Securities; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, Company in connection with respect to the determination offering of the public offering price of the Stock, Offered Securities and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company in connection with the offering of the Offered Securities shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters related to such transactions will be performed solely for the benefit of the Underwriters and not on behalf of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 11 contracts
Samples: Underwriting Agreement (Pacificorp /Or/), Underwriting Agreement (Pacificorp /Or/), Underwriting Agreement (Pacificorp /Or/)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 10 contracts
Samples: Underwriting Agreement (Webster Financial Corp), Underwriting Agreement (PNM Resources Inc), Underwriting Agreement (Public Service Co of New Mexico)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 8 contracts
Samples: Underwriting Agreement (Global Mofy Metaverse LTD), Underwriting Agreement (Global Mofy Metaverse LTD), Underwriting Agreement (Troops, Inc. /Cayman Islands/)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the sale of the Stock Offered Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert experts or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockOffered Securities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on armsarm’s-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this the offering.
Appears in 8 contracts
Samples: Underwriting Agreement (Chesapeake Energy Marketing Inc), Underwriting Agreement (Mc Louisiana Minerals LLC), Underwriting Agreement (Chesapeake Energy Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the sale of the Stock Offered Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockOffered Securities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this the offering.
Appears in 8 contracts
Samples: Underwriting Agreement (Chesapeake Energy Corp), Underwriting Agreement (Chesapeake Energy Corp), Underwriting Agreement (Chesapeake Energy Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Underwritten Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockUnderwritten Securities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-arms length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 7 contracts
Samples: Underwriting Agreement (KCAP Financial, Inc.), Underwriting Agreement (Kohlberg Capital CORP), Underwriting Agreement (Kohlberg Capital CORP)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 7 contracts
Samples: Underwriting Agreement (Amesite Inc.), Underwriting Agreement (Delphi Financial Group Inc/De), Underwriting Agreement (Plains Exploration & Production Co)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Bonds or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other personCompany, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockBonds, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, commercial and based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 6 contracts
Samples: Underwriting Agreement (Connecticut Light & Power Co), Underwriting Agreement (Public Service Co of New Hampshire), Underwriting Agreement (Connecticut Light & Power Co)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship relationships between the Company and any other person, on the one hand, and the Underwriters, on the other, existsexist; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, Company on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 6 contracts
Samples: Underwriting Agreement (Atmos Energy Corp), Underwriting Agreement (Atmos Energy Corp), Underwriting Agreement (Atmos Energy Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.
Appears in 6 contracts
Samples: Underwriting Agreement (Acacia Research Corp), Underwriting Agreement (Acacia Research Corp), Underwriting Agreement (Jazz Pharmaceuticals Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the Offering and sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Offering and sale of the Shares; provided, however, that such waiver shall not limit the rights of the parties to this offeringAgreement under Section 10 hereof.
Appears in 6 contracts
Samples: Underwriting Agreement (Kite Realty Group Trust), Underwriting Agreement (Kite Realty Group Trust), Underwriting Agreement (Kite Realty Group Trust)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the offering and the sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the otherother hand, is entirely and solely commercial, based on armsarm’s-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives waives, to the extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 6 contracts
Samples: Underwriting Agreement (Ameriprise Financial Inc), Underwriting Agreement (Ameriprise Financial Inc), Underwriting Agreement (Ameriprise Financial Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 5 contracts
Samples: Underwriting Agreement (Zosano Pharma Corp), Underwriting Agreement (Endostim, Inc.), Underwriting Agreement (Zosano Pharma Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert experts or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 5 contracts
Samples: Underwriting Agreement (Green Solutions China, Inc.), Underwriting Agreement (China Green, Inc.), Underwriting Agreement (China Green, Inc.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (b) the Underwriters are Underwriter is not acting as advisorsadvisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.
Appears in 4 contracts
Samples: Underwriting Agreement (Parker Drilling Co /De/), Underwriting Agreement (Parker Drilling Co /De/), Underwriting Agreement (RSP Permian, Inc.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Initial Purchasers may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersInitial Purchasers: (ai) no fiduciary or agency relationship between the Company Company, and any other person, on the one hand, and the UnderwritersInitial Purchasers, on the other, exists; (bii) the Underwriters Initial Purchasers are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering purchase price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, Initial Purchasers is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Initial Purchasers may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Initial Purchasers and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives waive any claims that the Company may have against the Underwriters Initial Purchasers with respect to any breach of fiduciary duty in connection with this offeringthe Securities.
Appears in 4 contracts
Samples: Purchase Agreement (Telvent Git S A), Purchase Agreement (Power One Inc), Purchase Agreement (Global Industries LTD)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringthe offering of the Notes, the sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. Furthermore, the Company agrees that it is responsible for making its own judgments and decisions in connection with this offering. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 4 contracts
Samples: Underwriting Agreement (Williams Companies, Inc.), Underwriting Agreement (Williams Companies, Inc.), Underwriting Agreement (Williams Companies Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on armsarm’s-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 4 contracts
Samples: Underwriting Agreement (Foamix Pharmaceuticals Ltd.), Underwriting Agreement (Menlo Therapeutics Inc.), Underwriting Agreement (Foamix Pharmaceuticals Ltd.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: :
(ai) no fiduciary or agency relationship relationships between the Company and any other person, on the one hand, and the Underwriters, on the other, existsexist; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, Company on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 4 contracts
Samples: Underwriting Agreement (Atmos Energy Corp), Underwriting Agreement (Atmos Energy Corp), Underwriting Agreement (Atmos Energy Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the otherother hand, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 4 contracts
Samples: Underwriting Agreement (Palomar Holdings, Inc.), Underwriting Agreement (Cardiovascular Systems Inc), Underwriting Agreement (Advanced Drainage Systems, Inc.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringthe offering of the Shares, the sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. Furthermore, the Company agrees that it is responsible for making its own judgments and decisions in connection with this offering. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 4 contracts
Samples: Underwriting Agreement (Williams Companies Inc), Underwriting Agreement (Williams Companies Inc), Underwriting Agreement (Williams Companies Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. Any review by the Underwriters of 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 the Company.
Appears in 4 contracts
Samples: Underwriting Agreement (Southwest Gas Corp), Underwriting Agreement (Southwest Gas Corp), Underwriting Agreement (Southwest Gas Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockPreference Shares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this the offering.
Appears in 3 contracts
Samples: Underwriting Agreement (Aspen Insurance Holdings LTD), Underwriting Agreement (Aspen Insurance Holdings LTD), Underwriting Agreement (Aspen Insurance Holdings LTD)
No Fiduciary Duty. The Company and the Trust each acknowledges and agrees that in connection with this offering, offering and sale of the Stock Units or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company Company, the Trust and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to either the CompanyCompany or the Trust, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the CompanyCompany and the Trust, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company or the Trust shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the CompanyCompany and the Trust. The Company and the Trust each hereby waives any claims that the Company or the Trust may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 3 contracts
Samples: Underwriting Agreement (Enduro Royalty Trust), Underwriting Agreement (Enduro Royalty Trust), Underwriting Agreement (Enduro Royalty Trust)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock MMP Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockMMP Shares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 3 contracts
Samples: Underwriting Agreement (Tortoise Energy Infrastructure Corp), Underwriting Agreement (Tortoise Energy Capital Corp), Underwriting Agreement (Tortoise North American Energy Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringOffering, sale of the Stock Public Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockPublic Securities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 3 contracts
Samples: Underwriting Agreement (Modern Media Acquisition Corp.), Underwriting Agreement (Modern Media Acquisition Corp.), Underwriting Agreement (Modern Media Acquisition Corp.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Bonds or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockBonds, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 3 contracts
Samples: Underwriting Agreement (Public Service Co of New Hampshire), Underwriting Agreement (Public Service Co of New Hampshire), Underwriting Agreement (Connecticut Light & Power Co)
No Fiduciary Duty. The Company acknowledges and agrees agree that in connection with this offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 3 contracts
Samples: Underwriting Agreement (Macquarie Infrastructure Co LLC), Underwriting Agreement (Macquarie Infrastructure Co LLC), Underwriting Agreement (Macquarie Infrastructure Co LLC)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company it may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 3 contracts
Samples: Underwriting Agreement (Dupont Fabros Technology, Inc.), Underwriting Agreement (Dupont Fabros Technology, Inc.), Underwriting Agreement (Dupont Fabros Technology, Inc.)
No Fiduciary Duty. The Company Partnership acknowledges and agrees that in connection with this offering, sale of the Stock Units or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company Partnership and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the CompanyPartnership, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the CompanyPartnership, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company Partnership shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the CompanyPartnership. The Company Partnership hereby waives any claims that the Company it may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 3 contracts
Samples: Underwriting Agreement (Plains All American Pipeline Lp), Underwriting Agreement (Plains All American Pipeline Lp), Underwriting Agreement (Plains All American Pipeline Lp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Offered Securities or any other services the Underwriters Placement Agent may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersPlacement Agent: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersPlacement Agent, on the other, exists; (bii) the Underwriters are Placement Agent is not acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockOffered Securities, and such relationship between the Company, on the one hand, and the UnderwritersPlacement Agent, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Placement Agent may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Placement Agent and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Placement Agent with respect to any breach of fiduciary duty in connection with this offering.
Appears in 3 contracts
Samples: Placement Agent Agreement (Rainmaker Systems Inc), Placement Agent Agreement (Premier Power Renewable Energy, Inc.), Placement Agency Agreement (Acorn Energy, Inc.)
No Fiduciary Duty. The Company acknowledges and agrees Parent acknowledge and agree that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company Company, Parent and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to either the Company, including, without limitation, with respect to the determination of the public offering price of the StockCompany or Parent, and such relationship between the CompanyCompany and Parent, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company or Parent shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the CompanyCompany and Parent. Furthermore, the Company and Parent agree that they are solely responsible for making their own judgments and decisions in connection with this offering. The Company and Parent hereby waives waive any claims that the Company or Parent may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 3 contracts
Samples: Underwriting Agreement (WPX Energy, Inc.), Underwriting Agreement (WPX Energy, Inc.), Underwriting Agreement (WPX Energy, Inc.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company; and (e) the Company has consulted its own legal and financial advisors to the extent they deemed appropriate. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 3 contracts
Samples: Underwriting Agreement (Jarden Corp), Underwriting Agreement (Jarden Corp), Underwriting Agreement (Jarden Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Initial Purchasers may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersInitial Purchasers: (ai) no fiduciary or agency relationship between the Company Company, and any other person, on the one hand, and the UnderwritersInitial Purchasers, on the other, exists; (bii) the Underwriters Initial Purchasers are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering purchase price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, Initial Purchasers is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Initial Purchasers may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Initial Purchasers and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Initial Purchasers with respect to any breach of fiduciary duty in connection with this offeringthe Securities.
Appears in 3 contracts
Samples: Purchase Agreement (Prospect Capital Corp), Purchase Agreement (Prospect Capital Corp), Purchase Agreement (Prospect Capital Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, commercial and based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 3 contracts
Samples: Underwriting Agreement (Western Massachusetts Electric Co), Underwriting Agreement (Northeast Utilities), Underwriting Agreement (Western Massachusetts Electric Co)
No Fiduciary Duty. The Company hereby acknowledges and agrees that in connection with this offeringOffering, sale of the Stock Offered Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price Offering Price of the StockOffered Shares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringOffering.
Appears in 2 contracts
Samples: Underwriting Agreement (Cott Corp /Cn/), Underwriting Agreement (Cott Corp /Cn/)
No Fiduciary Duty. The Company Partnership acknowledges and agrees that in connection with this offering, offering and sale of the Stock Units or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company Partnership and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the CompanyPartnership, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the CompanyPartnership, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company Partnership shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the CompanyPartnership. The Company Partnership hereby waives any claims that the Company it may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Plains All American Pipeline Lp), Underwriting Agreement (Plains All American Pipeline Lp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives waive any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Azure Power Global LTD), Underwriting Agreement (PGA Holdings, Inc.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Geo Group Inc), Underwriting Agreement (Geo Group Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Initial Purchasers may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersInitial Purchasers: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersInitial Purchasers, on the other, exists; (b) the Underwriters Initial Purchasers are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering purchase price of the StockNotes, and such relationship between the Company, on the one hand, and the UnderwritersInitial Purchasers, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters Initial Purchasers may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters Initial Purchasers and their respective affiliates may have interests that differ from those of the Company; and (e) the Company have consulted their own legal and financial advisors to the extent they deemed appropriate. The Company hereby waives any claims that the Company may have against the Underwriters Initial Purchasers with respect to any breach of fiduciary duty in connection with this offeringthe Notes.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (DFC Global Corp.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Offered Securities or any other services the Underwriters Placement Agent may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersPlacement Agent: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersPlacement Agent, on the other, exists; (bii) the Underwriters are Placement Agent is not acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockOffered Securities, and such relationship between the Company, on the one hand, and the UnderwritersPlacement Agent, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Placement Agent may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Placement Agent and their its respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Placement Agent with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Placement Agency Agreement (Neonode Inc.), Placement Agency Agreement (Far East Energy Corp)
No Fiduciary Duty. The Company Partnership acknowledges and agrees that in connection with this offering, sale of the Stock Units or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company Partnership and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the CompanyPartnership, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the CompanyPartnership, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company Partnership shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the CompanyPartnership. The Company Partnership hereby waives any claims that the Company Partnership may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Regency Energy Partners LP), Underwriting Agreement (Regency Energy Partners LP)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisorsadvisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Halozyme Therapeutics Inc), Underwriting Agreement (Halozyme Therapeutics Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship relationships between the Company and any other person, on the one hand, and the Underwriters, on the other, existsexist; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, Company on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Atmos Energy Corp), Underwriting Agreement (Atmos Energy Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Avatar Holdings Inc), Underwriting Agreement (Tercica Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Common Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockCommon Shares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives waive any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Sierra Wireless Inc), Underwriting Agreement (Sierra Wireless Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisorsadvisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their its respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Webster Financial Corp), Underwriting Agreement (Sovereign Bancorp Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwritersany Underwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are each Underwriter is not acting as advisorsan advisor, expert or otherwise, to either the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriterseach Underwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters each Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters each Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Ryman Hospitality Properties, Inc.), Underwriting Agreement (Ryman Hospitality Properties, Inc.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, offering and sale of the Stock Securities or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (East West Bancorp Inc), Underwriting Agreement (East West Bancorp Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: Underwriters and the Company acknowledge and agree that in connection with this offering, the sale of the Offered Securities or any other services the Underwriters may be deemed to be providing hereunder:
(a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; ;
(b) the Underwriters are not acting as agents of, or advisors, expert experts or otherwiseotherwise to, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such Offered Securities;
(c) the relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; ;
(cd) any duties and obligations that the Underwriters may have to the Company Company, shall be limited to those duties and obligations specifically stated herein; and and
(de) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty in connection with this offeringduty.
Appears in 2 contracts
Samples: Underwriting Agreement (ITC Holdings Corp.), Underwriting Agreement (ITC Holdings Corp.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company in connection with the offering of the Stock shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Evercore Partners Inc.), Underwriting Agreement (Aegerion Pharmaceuticals, Inc.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringthe Offering, sale of the Stock Units or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringthe Offering. None of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person.
Appears in 2 contracts
Samples: Underwriting Agreement (Colonnade Acquisition Corp. II), Underwriting Agreement (Colonnade Acquisition Corp. II)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringthe Offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringthe Offering.
Appears in 2 contracts
Samples: Underwriting Agreement (U-Store-It Trust), Underwriting Agreement (U-Store-It Trust)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company it may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Mohawk Industries Inc), Underwriting Agreement (Mohawk Industries Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other personCompany, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, commercial and based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Western Massachusetts Electric Co), Underwriting Agreement (Northeast Utilities)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Rex Energy Corp), Underwriting Agreement (Rex Energy Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringthe Offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringthe Offering.
Appears in 2 contracts
Samples: Underwriting Agreement (TortoiseEcofin Acquisition Corp. III), Underwriting Agreement (TortoiseEcofin Acquisition Corp. III)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Initial Purchasers may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersInitial Purchasers: (a) no fiduciary or agency relationship exists between the Company and any other person, on the one hand, and the UnderwritersInitial Purchasers, on the other, existsother hand; (b) the Underwriters Initial Purchasers are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering purchase price of the StockNotes, and such relationship between the Company, on the one hand, and the UnderwritersInitial Purchasers, on the otherother hand, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters Initial Purchasers may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters Initial Purchasers and their respective affiliates may have interests that differ from those of the Company; and (e) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company hereby waives any claims that the Company may have against the Underwriters Initial Purchasers with respect to any breach of fiduciary duty in connection with this offeringthe Notes.
Appears in 2 contracts
Samples: Purchase Agreement (PACIFIC GAS & ELECTRIC Co), Purchase Agreement (Rambus Inc)
No Fiduciary Duty. The Company acknowledges and agrees agree that in connection with this offering, sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Macquarie Infrastructure Corp), Underwriting Agreement (Macquarie Infrastructure Co LLC)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Companythe, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Pinnacle Entertainment Inc), Underwriting Agreement (Pinnacle Entertainment Inc)
No Fiduciary Duty. The Company acknowledges and agrees the Trust acknowledge and agree that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the CompanyCompany and the Trust, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company and the Trust shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Lehman Brothers Holdings Inc), Underwriting Agreement (Lehman Brothers Holdings Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersInitial Purchasers, the Company acknowledges and agrees that: (ai) no nothing herein shall create a fiduciary or agency relationship between the Company and any other personCompany, on the one hand, and the UnderwritersInitial Purchasers, on the other, exists; (bii) the Underwriters Initial Purchasers are not acting as advisors, expert or otherwise, to the CompanyCompany in connection with this offering, including, without limitation, with respect to the determination sale of the public offering price of Notes or any other services the Stock, and such Initial Purchasers may be deemed to be providing hereunder; (iii) the relationship between the Company, on the one hand, and the Underwriters, Initial Purchasers on the other, is entirely and solely commercial, based on arms-length negotiations; (civ) any duties and obligations that the Underwriters Initial Purchasers may have to the Company shall be limited to those duties and obligations specifically stated herein; and (dv) the Underwriters Initial Purchasers and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Purchase Agreement (Symetra Financial CORP), Purchase Agreement (Symetra Financial CORP)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock ADSs or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockADSs, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Mazor Robotics Ltd.), Underwriting Agreement (GDC Technology LTD)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringthe Offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringthe Offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Lerer Hippeau Acquisition Corp.), Underwriting Agreement (Lerer Hippeau Acquisition Corp.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, offering and sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Lehman Brothers Holdings Inc), Underwriting Agreement (Lehman Brothers Holdings Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this the offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Aspen Insurance Holdings LTD), Underwriting Agreement (Aspen Insurance Holdings LTD)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters Underwriter are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Staar Surgical Co), Underwriting Agreement (3d Systems Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering purchase price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company; and (e) the Company have consulted its own legal and financial advisors to the extent it deemed appropriate. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringthe Notes.
Appears in 2 contracts
Samples: Underwriting Agreement (Las Vegas Sands Corp), Underwriting Agreement (Las Vegas Sands Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Units or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwritersan Underwriter: (ai) no fiduciary or agency relationship between the Company and any other personPerson, on the one hand, and the Underwritersany Underwriter, on the other, exists; (bii) the Underwriters are not no Underwriter is acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Lightpath Technologies Inc), Underwriting Agreement (Lightpath Technologies Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringthe Offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Ntelos Holdings Corp), Underwriting Agreement (Ntelos Holdings Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Shares or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other personPerson, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the several Underwriters, on the other, exists; (bii) the several Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockPreference Shares, and such relationship between the Company, on the one hand, and the several Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the several Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the several Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this the offering.
Appears in 1 contract
Samples: Underwriting Agreement (Aspen Insurance Holdings LTD)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Underwritten Securities or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockUnderwritten Securities, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-arms length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
Samples: Underwriting Agreement (Fleetwood Enterprises Inc/De/)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to either the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
Samples: Underwriting Agreement (Rally Software Development Corp)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, offering and sale of the Stock Shares and the Depositary Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares and the Depositary Shares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
Samples: Underwriting Agreement (Lehman Brothers Holdings Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, offering and sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the otherother 501487007v3 hand, is entirely and solely commercial, commercial and is based on arms-length arms’-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The To the full extent allowed by law, the Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Firm Securities and Option Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert experts or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, Common Stock and the Pre-Funded Warrants and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company Parties and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to either the CompanyCompany Parties, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the CompanyCompany Parties, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company Parties shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the CompanyCompany Parties. The Company hereby waives any claims that the Company they may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
Samples: Underwriting Agreement (Enviva Inc.)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, existsexists as a result of this Agreement; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockStock in connection with this Agreement, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company as a result of this Agreement shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
Samples: Underwriting Agreement (Allscripts Healthcare Solutions Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Units and Option Units or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (b) the Underwriters are Underwriter is not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters Underwriter and their its respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (b) the Underwriters are Underwriter is not acting as advisors, expert experts or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters Underwriter and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
No Fiduciary Duty. The Company acknowledges and agrees agree that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the offering and the sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the otherother hand, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, offering and sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
Samples: Underwriting Agreement (Lehman Brothers Holdings Inc)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Bonds or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other personCompany, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockBonds, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with the foregoing matters in this offeringSection 8.
Appears in 1 contract
Samples: Underwriting Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert experts or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the sale of the Stock Offered Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: :
(ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisorsadvisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockOffered Securities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on armsarm’s-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this the offering.
Appears in 1 contract
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, offering and sale of the Stock Securities or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the otherother hand, exists; (bii) the Underwriters are Underwriter is not acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the otherother hand, is entirely and solely commercial, commercial and is based on arms-length arms’-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective its affiliates may have interests that differ from those of the Company. The To the full extent allowed by law, the Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.
Appears in 1 contract
Samples: Underwriting Agreement (Pinnacle West Capital Corp)
