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.
Appears in 1 contract
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 109, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 9 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 acknowledges and agree agrees 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 Underwriters 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: [Signature Page to the Underwriting Agreement] 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 XXXXXXXXXXX & CO. INC. By: Name: Title: Managing Director [Signature Page to the Underwriting Agreement] Underwriter Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxxxxx Securities, Inc. None.Xxxxxxxxxxx & Co. Inc. Total [—]
1. The initial price to the public: $[—] per share
2. Number of Firm Shares: [—]
Appears in 1 contract
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 108, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 10 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the CompanyYork Water, 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 York Water acknowledges and the Operating Partnership acknowledge and agree agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Operating PartnershipYork Water, on the one hand, and the UnderwritersUnderwriter, 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 it expressly disclaim disclaims any fiduciary relationship. [Signature Page Follows.] If the foregoing correctly sets forth your understanding of our agreement, please sign and return to the Company York Water the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, CITY OFFICE REIT, INC. THE YORK WATER COMPANY By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx 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: Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX XXXXX LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Director XXXXXXXXXX SECURITIES, INCDirector
1. By: Name: Title: Managing Director Underwriter Number Pricing Term Sheet
1. York Water is validly subsisting as a corporation under the laws of Firm Shares the Commonwealth of Pennsylvania with corporate power and authority to own its properties and conduct its business as described in the Prospectus.
2. Such Counsel does not know of any contracts or documents of a character required by the Securities Act to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxxxxx Securitiesdescribed in the Registration Statement, Inc. Nonethe Statutory Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that are not described and filed as required.
3. No consent, authorization, approval or order of, or registration or filing with, any federal or state governmental or regulatory commission, board, body, authority or agency is required to be obtained or made by York Water in connection with the issuance and sale of the Notes, and the consummation by York Water of the transactions contemplated by the Underwriting Agreement, other than such as have previously been obtained, including, without limitation, registration of the Notes under the Securities Act; provided, however, that such counsel need express no opinion as to (a) state securities or blue sky laws or foreign securities laws of the various jurisdictions in which the Notes are being offered by the Underwriter, and (b) the exemption from or approval by the Financial Industry Regulatory Authority of the terms and conditions of the Underwriting Agreement and (c) any governmental consents, authorizations or approvals required as a result of York Water’s status as a regulated public utility in Pennsylvania.
4. The Registration Statement as of the Effective Time, the Statutory Prospectus and the Prospectus, including the documents incorporated by reference therein, and each amendment or supplement to the Prospectus, as of the time each such document was filed with the Commission (other than the financial statements, schedules, financial notes, other financial, accounting or statistical data or information about internal control over financial reporting included therein, or incorporated by reference therein, as to which counsel need not express an opinion) appeared on its face to be appropriately responsive in all material respects to all requirements of the Securities Act and the applicable rules and regulations thereunder. As of the date the Registration Statement was initially filed with the Commission, or if more recent, the most recent date on which the Registration Statement was amended for the purposes of complying with Section 10(a)(3) of the Securities Act, the eligibility requirements for the use of Form S-3 by York Water have been satisfied.
5. The Indenture and the Notes have been duly authorized, executed and delivered by York Water, and the Indenture has been duly qualified under the Trust Indenture Act.
6. The Indenture constitutes a legal, valid and binding agreement of York Water, enforceable against York Water in accordance with its terms subject to the qualification that the enforceability of obligations of York Water thereunder may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting rights and remedies of creditors generally, and by general principles of equity.
7. The Notes, when authenticated by the Trustee in the manner provided in the Indenture and delivered to and paid for by the Underwriter pursuant to the Underwriting Agreement, will constitute, legal, valid and binding obligations of York Water, enforceable against York Water in accordance with their terms, subject to the qualification that the enforceability of obligations of York Water thereunder may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting rights and remedies of creditors generally, and by general principles of equity.
8. The Underwriting Agreement has been duly authorized, executed and delivered by York Water and, assuming due execution by the Underwriter, is a valid and binding obligation of York Water enforceable against York Water in accordance with its terms, except as enforcement of rights to indemnity and contribution thereunder may be limited by federal or state securities laws or principles of public policy, and subject to the qualification that the enforceability of obligations of York Water thereunder may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting rights and remedies of creditors generally, and by general principles of equity. The execution and delivery of the Underwriting Agreement and the consummation of the transactions contemplated thereby do not and will not result in a breach of, or constitute a default under (nor constitute any event that, with notice, lapse of time, or both, would result in any breach of or default under), or conflict with the provision of the articles of incorporation or bylaws of York Water, the provisions of the Pennsylvania Business Corporation Law, or any provision of any agreement or instrument filed as an exhibit to, or incorporated by reference in, the Registration Statement.
9. York Water is not and, after giving effect to the offering and sale of the Notes, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended, assuming that the net proceeds of the Notes are applied by York Water as disclosed in the paragraph captioned “Use of Proceeds” in the Statutory Prospectus.
10. To counsel’s knowledge, there are no legal or other proceedings pending or threatened against York Water before or by any federal or state governmental or regulatory commission, board, body, authority or agency that are required to be described in the Registration Statement, the Statutory Prospectus or the Prospectus that are not so described as required.
11. The Registration Statement has become effective under the Securities Act and, to such counsel’s knowledge, no stop order proceedings with respect thereto have been instituted or are pending or threatened under the Securities Act.
Appears in 1 contract
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 107, 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 The Company and the Operating Partnership acknowledge and agree that each Underwriter in providing investment banking services to the Company and the Operating Partnership in connection with all aspects the offering, including in acting pursuant to the terms of each transaction contemplated by this Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Company and the Operating Partnership do not intend such Underwriter to act in any capacity other than as an independent contractor, including as a fiduciary or in any other position of higher trust. Additionally, neither the Representative nor any other Underwriter is advising the Company and the Operating Partnership, on or any other person, as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the one handOperating Partnership shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters, on Underwriters shall have no responsibility or liability to the other hand, have an arms-length business relationship that creates no fiduciary duty on Company or the part Operating Partnership with respect thereto. Any review by the Underwriters of the Underwriter and all Company or the Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the parties expressly disclaim any fiduciary relationshipUnderwriters and shall not be on behalf of the Company or the Operating Partnership. [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: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO CITY OFFICE REIT OPERATING PARTNERSHIP, L.P. By: City Office REIT, Inc. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx 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: CFO [Signature Page to the Underwriting Agreement] The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX XXXXX LLC DEUTSCHE BANK SECURITIES INC. As Representative of the several Underwriters listed in Schedule I hereto By: Deutsche Bank Securities Inc. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director XXXXXXXXXX SECURITIES, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] Underwriter Number of Firm Shares to be Purchased Deutsche Bank Securities Inc. 2,835,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 910,000 Xxxxxxxxxx Securities, Inc. None.1,610,000 Xxxxxxxxxxx & Co. Inc. 630,000 X.X. Xxxxxxxx & Co. 665,000 Compass Point Research &Trading, LLC 350,000 Total 7,000,000
1. The initial price to the public: $11.40 per share
2. Number of Firm Shares: 7,000,000
Appears in 1 contract
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 107, 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 The Company and the Operating Partnership acknowledge and agree that each Underwriter in providing investment banking services to the Company and the Operating Partnership in connection with all aspects the offering, including in acting pursuant to the terms of each transaction contemplated by this Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Company and the Operating Partnership do not intend such Underwriter to act in any capacity other than as an independent contractor, including as a fiduciary or in any other position of higher trust. Additionally, neither the Representatives nor any other Underwriter is advising the Company and the Operating Partnership, on or any other person, as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the one handOperating Partnership shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters, on the other hand, Underwriters shall 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 responsibility or liability to the Company or the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance Operating Partnership with its termsrespect thereto. 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 Any review by the Underwriters of the date first above written. XXXXXX XXXXXXXXXX XXXXX LLC By: Name: Title: Managing Director XXXXXXXXXX SECURITIESCompany or the Operating Partnership, INC. By: Name: Title: Managing Director Underwriter Number the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of Firm Shares to the Underwriters and shall not be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxxxxx Securities, Inc. Noneon behalf of the Company or the Operating Partnership.
Appears in 1 contract
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(vii), 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 The Company and the Operating Partnership acknowledge and agree that each Underwriter in providing investment banking services to the Company and the Operating Partnership in connection with all aspects the offering, including in acting pursuant to the terms of each transaction contemplated by this Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Company and the Operating Partnership do not intend such Underwriter to act in any capacity other than as an independent contractor, including as a fiduciary or in any other position of higher trust. Additionally, neither the Representative nor any other Underwriter is advising the Company and the Operating Partnership, on or any other person, as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the one handOperating Partnership shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters, on Underwriters shall have no responsibility or liability to the other hand, have an arms-length business relationship that creates no fiduciary duty on Company or the part Operating Partnership with respect thereto. Any review by the Underwriters of the Underwriter and all Company or the Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the parties expressly disclaim any fiduciary relationshipUnderwriters and shall not be on behalf of the Company or the Operating Partnership. [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: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: CEO & Director CITY OFFICE REIT OPERATING PARTNERSHIP, L.P. By: City Office REIT, Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx 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: CEO & Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXXXXX XXXXX LLC BMO CAPITAL MARKETS CORP. By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Managing Director XXXXXXXXXX SECURITIES[Signature Page to the Underwriting Agreement] Underwriter Firm Shares BMO Capital Markets Corp. 2,400,000 Xxxxxxx Xxxxx & Associates, INCInc. 1,800,000 RBC Capital Markets, LLC 1,800,000 Total: 6,000,000
1. By: Name: Title: Managing Director Underwriter As to each investor, the price paid by such investor.
2. Number of Firm Shares to be Purchased Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxxxxx Securities, Inc. None.Shares: 6,000,000
Appears in 1 contract
