Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Act and the Exchange Act. Each of the Company and Selling Shareholder acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the Underwriter and all of the parties expressly disclaim any fiduciary relationship. If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Chief Financial Officer (under Amended and Restated Trust Agreement Dated February 24, 2012) By: /s/ Xxxxxxx X. Xxxxxxx, Trustee Name: Xxxxxxx X. Xxxxxxx, Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX XXXXX LLC By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Managing Director Head of Infrastructure Group Underwriter Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC 700,000 None. Bangor Gas Company, LLC, a Maine limited liability company Xxxxxxxx Gas Corp., an Ohio corporation Cut Bank Gas Company, a Montana corporation Energy West Development, Inc., a Montana corporation Energy West, Incorporated, a Montana corporation Energy West Properties, LLC, a North Carolina limited liability company Energy West Propane, Inc., a Montana corporation Energy West Resources, Inc., a Montana corporation Frontier Natural Gas Company, LLC, a North Carolina limited liability company Frontier Natural Gas Vir...
Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Act and the Exchange Act. Each of the Company and Selling Shareholder acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the Underwriter and all of the parties expressly disclaim any fiduciary relationship.
Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the General Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. Each of the Company and the Operating Partnership acknowledge and agree that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Operating Partnership, on the one hand, and the Underwriters, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the Underwriter and all of the parties expressly disclaim any fiduciary relationship. [Signature Page Follows.] If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, CITY OFFICE REIT, INC. By: Name: Title: CITY OFFICE REIT OPERATING PARTNERSHIP, L.P. By: City Office REIT, Inc. By: Name: Title: CITY OFFICE REAL ESTATE MANAGEMENT INC. By: Name: Title: SECOND CITY CAPITAL PARTNERS II, LIMITED PARTNERSHIP By: Name: Title: GIBRALT US, INC. By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX XXXXX LLC By: Name: Title: Managing Director XXXXXXXXXX SECURITIES, INC. By: Name: Title: Managing Director Underwriter Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxxxxx Securities, Inc. None.
Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said
Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9 hereto fairly allocate the risks in light of the ability of the parties to investigate York Water, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Act and the Exchange Act. York Water acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, York Water, on the one hand, and the Underwriters, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the Underwriters and it expressly disclaims any fiduciary relationship.
Sophisticated Parties; No Fiduciary Relationship. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Act and the Exchange Act. Each of the Company and Selling Shareholder acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of the Underwriter and all of the parties expressly disclaim any fiduciary relationship. If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, By: Name: Title: (under Amended and Restated Trust Agreement Dated February 24, 2012) By: Name: Xxxxxxx X. Xxxxxxx, Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX XXXXX LLC By: Name: Xxxxxx X. Xxxxxx, Xx. Title: Managing Director Head of Infrastructure Group Underwriter Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC None. Bangor Gas Company, LLC, a Maine limited liability company Xxxxxxxx Gas Corp., an Ohio corporation Cut Bank Gas Company, a Montana corporation Energy West Development, Inc., a Montana corporation Energy West, Incorporated, a Montana corporation Energy West Properties, LLC, a North Carolina limited liability company Energy West Propane, Inc., a Montana corporation Energy West Resources, Inc., a Montana corporation Frontier Natural Gas Company, LLC, a North Carolina limited liability company Frontier Natural Gas Virginia, LLC, a Virginia limited liability company Frontier Utilities of North Carolina, Inc., a North Carolina corporation Gas Natural Energy Solu...
