Common use of Position of the Representative Clause in Contracts

Position of the Representative. Except as otherwise specifically provided in this Agreement, you shall have full authority to take such action as you deem necessary or advisable in respect of all matters pertaining to the Underwriting Agreement and this Agreement in connection with the purchase, carrying, sale and distribution of the Shares, including the right to make any modifications which you consider necessary or desirable in the arrangements with Dealers or others. You shall be under no liability for or in respect of the value of the Shares or the validity or the form thereof, any preliminary prospectus, the Registration Statement, the Prospectus, the Underwriting Agreement, or other instruments executed by the Company or others; or for the performance by the Company or others or any agreement on their part; nor shall you, except for your own willful and illegal conduct, be liable to us under any provisions hereof or for any matters connected herewith or for obligations expressly assumed by you in this Agreement and for any liabilities imposed upon you by the Act. No obligations on your part shall be implied herefrom. Authority with respect to matters to be determined by you, or by you and the Company pursuant to the Underwriting Agreement, shall survive the termination of the provisions referred to in the first paragraph of Section 12 hereof. Nothing contained herein shall constitute us as partners with you or with other Underwriters or shall constitute the several Underwriters as an association or other separate entity and the rights and liabilities of ourselves and each of the other Underwriters (including you) are several and not joint. If for Federal income tax purposes the Underwriters should be deemed to constitute a partnership, then each Underwriter elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended. You, as Representatives of the Underwriters, are authorized, in your discretion, to execute on behalf of the Underwriters, such evidence of such election as may be required by the Internal Revenue Service.

Position of the Representative. Except as in this Agreement otherwise specifically provided in this Agreementprovided, you shall have full authority to take such action as you deem necessary or advisable in respect of all matters pertaining to the Underwriting Agreement and this Agreement in connection with the purchase, carrying, sale and distribution of the Shares, including the right to make any modifications which you consider necessary or desirable in the arrangements with Dealers or others. You shall be under no liability for or in respect of the value of the Shares or the validity or the form thereof, any preliminary prospectus, the Registration Statement, the Prospectus, the Underwriting Agreement, or other instruments executed by the Company or others; or for the performance by the Company or others or any agreement on their part; nor shall you, except for your own willful and illegal conductwant of good faith, be liable to us under any provisions hereof or for any matters connected herewith or for obligations expressly assumed by you in this Agreement and for any liabilities imposed upon you by the Act. No obligations on your part shall be implied herefrom. Authority with respect to matters to be determined by you, or by you and the Company pursuant to the Underwriting Agreement, shall survive the termination of the provisions referred to in the first paragraph of Section 12 hereof. Nothing contained herein shall constitute us as partners with you or with other Underwriters or shall constitute the several Underwriters as an association or other separate entity and the rights and liabilities of ourselves and each of the other Underwriters (including you) are several and not joint. If for Federal income tax purposes the Underwriters should be deemed to constitute a partnership, then each Underwriter elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A A, of the Internal Revenue Code of 1986, as amended. You, as Representatives of the Underwriters, are authorized, in your discretion, to execute on behalf of the Underwriters, such evidence of such election as may be required by the Internal Revenue Service.

Position of the Representative. Except as in this Agreement otherwise specifically provided in this Agreementprovided, you shall have full authority to take such action as you may deem necessary or advisable in respect of all matters pertaining to the Underwriting Agreement and this Agreement and in connection with the purchase, carrying, sale and distribution of the Shares, Shares (including authority to terminate the right to make any modifications which you consider necessary or desirable in the arrangements with Dealers or othersUnderwriting Agreement as provided therein). You shall be under no liability to us for or in respect of the value of the Shares or the validity or the form thereof, any preliminary prospectus, the Registration Statement, the Prospectus, the Underwriting Agreement, Agreement or other instruments executed by the Company or others; or for in respect of the issuance, transfer or delivery of the Shares; or for the performance by the Company or others or of any agreement on its or their part; nor shall you, except for your own willful and illegal conductas Representatives or otherwise, be liable to us under any of the provisions hereof or for any matters connected herewith or herewith, except for your own want of good faith, for obligations expressly assumed by you in this Agreement and for any liabilities imposed upon you by the 1933 Act. No obligations on your part shall be implied or inferred herefrom. Authority with respect to matters to be determined by you, or by you and the Company Company, pursuant to the Underwriting Agreement, shall survive the termination of the provisions referred to this Agreement. In taking all actions hereunder, except in the first paragraph performance of Section 12 hereofyour own obligations hereunder and under the Underwriting Agreement, you shall act only as Representatives of each of the Underwriters. The commitments and liabilities of each of the several Underwriters are several in accordance with their respective purchase obligations and are not joint or joint and several. Nothing contained herein shall constitute us the Underwriters partners or render any of them liable to make payments otherwise than as partners with you or with other Underwriters or shall constitute the several Underwriters as an association or other separate entity and the rights and liabilities of ourselves and each of the other Underwriters (including you) are several and not jointherein provided. If for Federal federal income tax purposes the Underwriters should be deemed to constitute a partnership, then each Underwriter elects to be excluded from the application of Subchapter K, & Chapter 1, Subtitle A A, of the Internal Revenue Code of 1986, as amended, and agrees not to take any position inconsistent with such election. You, as Representatives Representative of the several Underwriters, are authorized, in your discretion, to execute on behalf of the Underwriters, such evidence of such election as may be required by the Internal Revenue Service.

Position of the Representative. Except as otherwise specifically provided in this Agreement, you shall have full authority to take such action as you deem necessary or advisable in respect of all matters pertaining to the Underwriting Agreement and this Agreement in connection with the purchase, carrying, sale and distribution of the Shares, including the right to make any modifications which you consider necessary or desirable in the arrangements with Dealers or others. You shall be under no liability for or in respect of the value of the Shares or the validity or the form thereof, any preliminary prospectus, the Registration Statement, the Prospectus, the Underwriting Agreement, or other instruments executed by the Company or others; or for the performance by the Company or others or any agreement on their part; nor shall you, except for your own willful and illegal conduct, be liable to us under any provisions hereof or for any matters connected herewith or for obligations expressly assumed by you in this Agreement and for any liabilities imposed upon you by the Act. No obligations on your part shall be implied herefrom. Authority with respect to matters to be determined by you, or by you and the Company pursuant to the Underwriting Agreement, shall survive the termination of the provisions referred to in the first paragraph of Section 12 hereof. Nothing contained herein shall constitute us as a partners with you or with other Underwriters or shall constitute the several Underwriters as an association or other separate entity and the rights and liabilities of ourselves and each of the other Underwriters (including you) are several and not joint. If for Federal income tax purposes the Underwriters should be deemed to constitute a partnership, then each Underwriter elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended. You, as Representatives of the Underwriters, are authorized, in your discretion, to execute on behalf of the Underwriters, such evidence of such election as may be required by the Internal Revenue Service.