Common use of Solicitation of Tenders Clause in Contracts

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 Dealer Manager agrees You agree to use its your customary reasonable efforts to solicit tenders of the Target Bonds for purchase or exchange Convertible Notes pursuant to the Tender/Exchange DocumentsOffer. Neither the Dealer Manager you nor any of its your 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 Company, the Authority Operating Partnership or any other person for any act or omission on the part of any Target Bonds securities broker or dealer (other than any related Dealer Manager Partyyourselves), commercial bank or bank, trust company or other nominee that solicits tenders, and no Dealer Manager Party neither you nor any of such other persons or entities referred to above shall have any liability to the City or Company, the Authority Operating Partnership or any person asserting claims on behalf of or in right of the City or Company and the Authority Operating Partnership in connection with or as a result of either its your engagement or any matter governed by referred to in this Agreement Agreement, except to the extent that such liability is finally judicially determined by a court of competent jurisdiction to have resulted results from such Dealer Manager Party’s own your gross negligence, willful misconduct negligence or bad faith in performing the services that are the subject of this Agreement. In soliciting tenders, no Target Bonds securities broker or dealer (other than the Dealer Manageryourselves), commercial bank or bank, trust company or other nominee shall be deemed to act as your agent, the agent of the City Company, or the Authority or agent of the Operating Partnership and you, as Joint Dealer Manager. The Dealer Manager Managers, shall not be deemed the agent of any Target Bonds other securities broker or dealer or of any commercial bank bank, trust company or trust companyother nominee. In soliciting or obtaining tenders of Convertible Notes, you 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, the Operating Partnership or any of their affiliates in connection with the Exchange Offer, any exchange of the Convertible Notes, or otherwise, and none of the Company, the Operating Partnership or any of their affiliates shall be deemed to act as your agent. The Company and the Operating Partnership acknowledge that you and your affiliates may own Convertible Notes as of the date hereof. The Company and the Operating Partnership also acknowledge and agree that, notwithstanding your engagement as Joint Dealer Managers pursuant to this Agreement, you and your affiliates may continue to manage such investments and take such other actions as you and your affiliates deem appropriate in your or their own economic interests, as the case may be, including, without limitation, looking to your or their own interests and objectives in determining whether to tender Convertible Notes pursuant to the Exchange Offer and, if applicable, to subsequently sell any or all of the Shares received in the Exchange Offer. The Company and the Operating Partnership further understand that, in the event that you or your affiliates tender Convertible Notes, you or such affiliates will realize your or their proportionate share of the Shares. The Company and the Operating Partnership hereby agree not to claim that you have a conflict of interest by virtue of such ownership of Convertible Notes or that you or your affiliates, in your or their capacity as holders of Convertible Notes, as the case may be, must act in a particular manner with respect to the Exchange Offer as a result of your engagement hereunder as Joint Dealer Managers.

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 DocumentsTender Documents and in accordance with Section 1 hereof. 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 Authority or the Authority City 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), or commercial bank or trust company that solicits tenders, and no Dealer Manager Party shall have any liability to the City Authority or the Authority City or any person asserting claims on behalf of or in right of the City Authority or the Authority City 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 Authority, 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 Each Dealer Manager agrees to use its reasonable efforts to solicit tenders of the Target Bonds for purchase or exchange Securities pursuant to the Tender/Exchange DocumentsTender Materials. Neither the Dealer Manager nor any of its respective affiliates, nor any partners, directors, officers, agents, employees or controlling persons (if any) of the a Dealer Manager nor any of its respective affiliates (the each Dealer Manager and any of its respective affiliates, and any partners, directors, officers, agents, employees or controlling persons (if any) of the respective Dealer Manager or any of the respective Dealer Manager’s affiliates being collectively hereinafter referred to as the “Dealer Manager Managers Parties”), shall have any liability in tort, contract or otherwise to the City or the Authority Commission or any other person for any act or omission on the part of any Target Bonds securities broker or dealer (other than any related Dealer Manager Managers Party), commercial bank or trust company that solicits tenders, and no Dealer Manager Managers Party shall have any liability to the City or the Authority Commission or any person asserting claims on behalf of or in right of the City or the Authority Commission 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 Managers 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 securities broker or dealer (other than the Dealer ManagerManagers), commercial bank or trust company shall be deemed to act as the agent of the City or the Authority Commission or the Dealer ManagerManagers. The Dealer Manager Managers shall not be deemed the agent of any Target Bonds securities broker or dealer or of any commercial bank or trust company.