Solicitation of Tenders. (a) The Dealer Manager agrees to use its reasonable efforts to solicit tenders of the Target Bonds for purchase or exchange pursuant to the Tender/Exchange Documents. Neither the Dealer Manager nor any of its affiliates, nor any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager nor any of its affiliates (the Dealer Manager and any of its affiliates, and any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager or any of the Dealer Manager’s affiliates being collectively hereinafter referred to as the “Dealer Manager Parties”), shall have any liability in tort, contract or otherwise to the City or the Authority or any other person for any act or omission on the part of any Target Bonds broker or dealer (other than any related Dealer Manager Party), commercial bank or trust company that solicits tenders, and no Dealer Manager Party shall have any liability to the City or the Authority or any person asserting claims on behalf of or in right of the City or the Authority in connection with or as a result of either its engagement or any matter governed by this Agreement except to the extent that such liability is finally judicially determined by a court of competent jurisdiction to have resulted from such Dealer Manager Party’s own gross negligence, willful misconduct or bad faith in performing the services that are the subject of this Agreement. In soliciting tenders, no Target Bonds broker or dealer (other than the Dealer Manager), commercial bank or trust company shall be deemed to act as the agent of the City or the Authority or the Dealer Manager. The Dealer Manager shall not be deemed the agent of any Target Bonds broker or dealer or of any commercial bank or trust company.
Solicitation of Tenders. (a) The Solicitation Agent will use its best efforts to solicit tenders of Shares pursuant to the Offer to Exchange. The Solicitation Agent shall have no liability to the Company hereunder or for any act or omission on the part of any securities broker or dealer, commercial bank or trust company which may solicit tenders hereunder except to the extent any losses are finally judicially determined to have resulted from the gross negligence or willful misconduct of the Solicitation Agent. In soliciting or obtaining tenders of Shares, no dealer, bank or trust company is to be deemed to be acting as the Solicitation Agent's agent or the agent of the Company or any of its affiliates, and the Solicitation Agent is not to be deemed the agent of any dealer, bank or trust company or the agent or fiduciary of the Company or any of it affiliates, equity holders, creditors or of any other person. In soliciting or obtaining tenders of Shares, the Solicitation Agent shall not be and shall not be deemed for any purpose to act as a partner or joint venturer of or a member of a syndicate or group with the Company or any of its affiliates in connection with the Offer to Exchange, any purchase of the Shares, or otherwise, and neither the Company nor any of its affiliates shall be deemed to act as the Solicitation Agent's agent.
Solicitation of Tenders. (a) You agree to use your customary reasonable efforts to solicit tenders of Securities pursuant to the Tender Offer. Neither you nor any of your affiliates, nor any partners, directors, officers, agents, employees or controlling persons (if any) of you or any of your affiliates, shall have any liability to the Company or any other person for any act or omission on the part of any securities broker or dealer (other than yourselves), commercial bank or trust company that solicits tenders, and neither you nor any of such persons or entities referred to above shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either your engagement or any matter referred to in this agreement except, as to each Dealer Manager, severally and not jointly, to the extent that such liability results from the gross negligence or bad faith of such Dealer Manager in performing the services that are the subject of this agreement. In soliciting tenders, no securities broker or dealer (other than yourselves), commercial bank or trust company shall be deemed to act as your agent or the agent of the Company, and you, as Dealer Managers, shall not be deemed the agent of any other securities broker or dealer or of any commercial bank or trust company. Anything herein to the contrary notwithstanding, the obligations of you, as Dealer Managers, shall be several and not joint and no Dealer Manager shall be liable for any action or omission of the other Dealer Managers.
Solicitation of Tenders. You agree to use your commercially reasonable efforts (i) to solicit tenders of Debentures pursuant to the Exchange Offer (ii) to communicate with brokers, dealers, commercial banks and trust companies with respect to the Exchange Offer and the Rescission Offer (iii) perform the duties ascribed to you herein and in the Exchange Offer Material and (iv) to perform such other services in connection with the Exchange Offer and Rescission Offer as are customarily performed by investment banks of national standing acting in such roles in connection with exchange offers and rescission offers similar to the transaction contemplated hereby. Neither you nor any of your affiliates, partners, current and former directors, officers, agents, employees or controlling persons (if any), as the case may be, of you or any of your affiliates shall have any liability (in tort, contract or otherwise) to the Company or any other person for any act or omission on the part of any securities broker or dealer (other than yourselves), commercial bank or trust company that solicits tenders, and neither you nor any of such other persons or entities referred to above shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either your engagement or any matter referred to in this Agreement except to the extent that such liability results from your gross negligence, bad faith or willful misconduct in performing the services that are the subject of this Agreement. In soliciting or obtaining a tender of Old Debentures, you, as Dealer Manager, shall act as independent contractors. No securities broker or dealer (other than yourselves), commercial bank or trust company shall be deemed to act as your agent or the agent of the Company, and you, as Dealer Manager, shall not be deemed the agent of any other securities broker or dealer or of any commercial bank or trust company. The Company shall not be deemed to act as agent of the Dealer Manager.
Solicitation of Tenders. (a) The Dealer Managers agree to use their reasonable best efforts, in accordance with their customary practices, to solicit Holders of DBS Securities and GSS Securities, in each case, pursuant to the applicable Exchange Offer and related Consent Solicitation; notwithstanding the foregoing, nothing set forth in this Agreement shall require the Dealer Managers to continue to render services hereunder (i) for the period during which any restraining order shall remain in effect with respect to an Exchange Offer or related Consent Solicitation or with respect to any of the transactions in connection with, or contemplated by, such Exchange Offer or related Consent Solicitation or this Agreement if, in the Dealer Managers' sole judgment, they believe it inadvisable to render services pursuant hereto, or (ii) if the Dealer Managers' continuing so to act would, in their sole judgment, violate any statute, regulation or other law of the United States or any state or other jurisdiction applicable to such Exchange Offer or Consent Solicitation;
Solicitation of Tenders. (a) You agree to use your best efforts to solicit tenders and consents of Bonds pursuant to the Tender Offer. You shall have no liability in tort, contract or otherwise to either the Purchaser or the Company or any person related to either the Purchaser or the Company for any act or omission on the part of any securities broker or dealer (other than yourselves), commercial bank or trust company that may solicit tenders and consents, and you shall have no liability in tort, contract or otherwise hereunder except for your own gross negligence, bad faith or willful misconduct.
Solicitation of Tenders. You agree to use your best efforts to solicit tenders of Existing Notes pursuant to the Exchange Offer. Neither you nor any of your affiliates, partners, directors, officers, agents, employees or controlling persons (if any) shall have any liability to the Offeror or any other person for any act or omission on the part of any securities broker or dealer (other than yourselves), commercial bank or trust company that solicits tenders, and neither you nor any of such other persons or entities referred to above shall have any liability to the Offeror or any person asserting claims on behalf of or in right of the Offeror in connection with or as a result of either your engagement or any matter referred to in this Agreement except to the extent that such liability results from your gross negligence or bad faith in performing the services that are the subject of this Agreement. In soliciting tenders, no securities broker or dealer (other than yourselves), commercial bank or trust company shall be deemed to act as your agent or the agent of the Offeror, and you, as Dealer Manager, shall not be deemed the agent of any other securities broker or dealer or of any commercial bank or trust company.
Solicitation of Tenders. You shall have no liability (in tort, contract or otherwise) to the Company or any other person related to the Company for any act or omission on the part of any securities broker or dealer (other than yourself), commercial bank or trust company that solicits tenders. In soliciting tenders, no securities broker or dealer, commercial bank or trust company shall be deemed to act as your agent of any other securities broker or dealer or of any commercial bank or trust company.
Solicitation of Tenders. Neither you nor any of your affiliates, partners, directors, officers, agents, employees or controlling persons (if any) shall have any liability (in tort, contract or otherwise) to the Company or any other person for any losses, claims, damages, liabilities or expenses arising from your own acts in performing your obligations hereunder or otherwise in connection with the Company’s proposed acquisition of any interest in the Company, the Mxxxxx Sxxxxxx & Co. Incorporated November 17, 2003 Trust or PPL Capital Funding, except for any such losses, claims, damages, liabilities or expenses that are finally judicially determined to have resulted from your bad faith or gross negligence. You shall act as an independent contractor, and nothing herein contained shall constitute you an agent of the Company, the Trust or PPL Capital Funding.
Solicitation of Tenders. The Dealer Manager agrees to use customary, reasonable efforts to solicit tenders of the Bonds pursuant to the terms of the Tender Offer. The Dealer Manager agrees to perform those services as are customarily performed by investment banking institutions in connection with a tender offer of like nature, including, but not limited to, assisting the Issuer in the preparation of the documentation necessary to effect the transactions herein contemplated (without assuming responsibility for such documentation, unless such information has been furnished to the Issuer in writing by the Dealer Manager), soliciting tenders pursuant to the Tender Offer and communicating generally regarding the Tender Offer with brokers, dealers, commercial banks, trust companies and other persons, including Registered or Beneficial Owners of the Bonds. The Issuer acknowledges and agrees that neither the Dealer Manager nor any of its affiliates, nor any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager or any of the Dealer Manager’s affiliates, shall have any liability to the Issuer, its affiliates or any other person arising from any act or omission on the part of any securities broker or dealer (other than the Dealer Manager), commercial bank or trust company, or any other person that solicits tenders, and neither the Dealer Manager nor any of such persons or entities referred to above shall have any liability to the Issuer or any person asserting claims on behalf of the Issuer in connection with or as a result or either the Dealer Manager’s engagement or any matter referred to in this Agreement except to the extent that such liability results from the Dealer Manager’s own bad faith, gross negligence or willful misconduct in performing the services that are subject to this Agreement. In soliciting or obtaining tenders of the Bonds, no securities broker or dealer, commercial bank or trust company shall be deemed to be acting as an agent of the Dealer Manager or the agent of the Issuer or any of its affiliates, and the Dealer Manager shall not be deemed the agent of any securities broker or dealer, commercial bank or trust company or a fiduciary of the Issuer or an agent or fiduciary of any of its affiliates, equity holders, creditors or of any other person. In soliciting or obtaining tenders of the Bonds, the Dealer Manager shall not be nor shall it be deemed for any purpose to act as a partner or joint venture of, or a member of a...
