The Company and Selling. Stockholders acknowledge that (a) the Underwriter’s research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriter’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the Offering that differ from the views of their respective investment banking divisions. The Company and Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that they may have against the Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriter’s independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company and/or Selling Stockholders by the Underwriter’s investment banking division. The Company and Selling Stockholders acknowledge that the Underwriter is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement.
The Company and Selling. Stockholders Douglas B. Otto and M. Scott Ash, jointly and severally, agree:
The Company and Selling. Shareholder acknowledge and agree that the BRLMs and their Affiliates shall not, directly or indirectly, be held responsible for any action or omission of any intermediary appointed in respect of the Offer. However, the BRLMs shall co- ordinate, to the extent required by Applicable Law or under any agreements to which they are parties, the activities of all the intermediaries in order to facilitate the performance of their respective functions in accordance with their respective terms of engagement. The Company and Selling Shareholder acknowledge and agree that any such intermediary, being an independent entity, shall be fully and solely responsible for the performance of its duties and obligations.
The Company and Selling. Shareholder acknowledge and agree that the preparation and drafting of this Agreement and the Schedules hereto are the result of the efforts of all parties to this Agreement, and every covenant, term, and provision of this Agreement shall be construed according to its fair meaning and shall not be construed against any particular party as the drafter of such covenant, term, and/or provision.
The Company and Selling. Shareholder shall, and shall use reasonable efforts to cause each of their respective Affiliates (as defined in the Securities Act), principals, directors, officers, employees, agents, attorneys or consultants (each an "Authorized Representative") to, keep strictly confidential all, and may not disclose any, information regarding the existence of this Agreement and the transactions contemplated hereby ("Confidential Information") to anyone other than Authorized Representatives who need to know such information for purposes of discharging their duties except (i) to the extent any such information is or becomes publicly available (other than by reason of a breach of this provision by the disclosing party or any of its Authorized Representatives), (ii) if the disclosure is required by law, regulation, administrative order or judicial decree or the rules of any national securities exchange on which the Shares are listed, including without limitation the Exchange Act, (iii) the Confidential Information otherwise is or becomes legally known to a disclosing party other than through disclosure by the other party or any of its Authorized Representatives, or (iv) announcements mutually agreed by the Company and Selling Shareholder.
