Obligations Solely Contractual in Nature; No Fiduciary Relationship Sample Clauses

Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Registered Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Depositor, UBS AG and the several Underwriters. Very truly yours, UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Managing Director By: /s/ Rxxxxxx X.X. Xxxxx Name: Rxxxxxx X.X. Xxxxx Title: Executive Director UBS AG By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Managing Director By: /s/ Rxxxxxx X.X. Xxxxx Name: Rxxxxxx X.X. Xxxxx Title: Executive Director UBS 2017-C6 – Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. UBS SECURITIES LLC By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Managing Director By: /s/ Rxxxxxx X.X. Xxxxx Name: Rxxxxxx X.X. Xxxxx Title: Executive Director CANTOR FXXXXXXXXX & CO. By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Chief Executive Officer SG AMERICAS SECURITIES, LLC By: /s/ Jxx Xxxxxxx Name: Jxx Xxxxxxx Title: Director NATIXIS SECURITIES AMERICAS LLC By: /s/ Jxxxx Xxxx Name: Jxxxx Xxxx Title: Executive Director /s/ Dxxxxxxx Xxxxxxxx Dxxxxxxx Xxxxxxxx Vice President UBS 2017-C6 – Underwriting Agreement KEYBANC CAPITAL MARKETS INC. By: /s/ Gxxx X. Xxxxxxx Name: Gxxx X. Xxxxxxx Title: Managing Director KeyBanc Capital Markets Inc. ACADEMY SECURITIES, INC. By: /s/ Mxxxxxx Xxxx Name: Mxxxxxx Xxxx Title: Chief Compliance Officer UBS 2017-C6 – Underwriting Agreement SCHEDULE I Underwriting Agreement, dated as of December 1, 2017. Certificates: UBS Commercial Mortgage Trust 2017-C6, Commercial Mortgage Pass-Through Certificates, Series 2017-C6 Class Initial Aggregate Certificate Balance or Notional Amount of Class Aggregate Certificate Balance or Notional Amount of Class to be Purchased by UBS Securities LLC Aggregate Certificate Balance or Notional Amount of Class to be purchased by Cxxxxx Fxxxxxxxxx & Co. Aggregate Certificate Ba...
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Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Registered Certificates and the other transactions contemplated by this Agreement.
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Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Underwritten Certificates and the other transactions contemplated by this Agreement. [Signature pages follow] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Société Générale and the several Underwriters. Very truly yours, SG COMMERCIAL MORTGAGE SECURITIES, LLC By: Name: Title: SOCIETE GENERALE By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. SG AMERICAS SECURITIES, LLC By: Name: Title: [UNDERWRITER] By: Name: Title: [UNDERWRITER] By: Name: Title: SCHEDULE I Underwriting Agreement, dated as of [DATE]. Certificates: [CERTIFICATE CAPTION] Class Initial Aggregate Certificate Principal Balance or Notional Amount of Class Aggregate Certificate Principal Balance or Notional Amount of Class to be Purchased by [SG Americas Securities, LLC] Aggregate Certificate Principal Balance or Notional Amount of Class to be Purchased by [UNDERWRITER] Aggregate Certificate Principal Balance or Notional Amount of Class to be Purchased by [UNDERWRITER] Initial Pass-Through Rate Purchase Price(1) Class [A-1] Class [A-2] Class [A-3] Class [A-4] Class [A-SB] Class [A-S] [(2)] Class [X-A] Class [B] [(2)] Class [C] [(2)] Class [PEX] [(2)] Class [D]
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Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Registered Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Depositor, Xxxxx Fargo Bank and the several Underwriters. Very truly yours, XXXXX FARGO COMMERCIAL MORTGAGE SECURITIES, INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title:President WFCM 2016-C33-Underwriting Agreement XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President
Sample 1
Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Company acknowledges and agrees that the responsibility to the Company of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Company pursuant to this Agreement in connection with the offering of the Underwritten Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, Wachovia and the several Underwriters. Very truly yours, WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. By:/s/ ------------------------------------ Name: H. Royer Culp, Jr. Title: Vxxx Xxxxixxxx WACHOVIA BANK, NATIONAL ASSOCIATION
Sample 1
Obligations Solely Contractual in Nature; No Fiduciary Relationship. The Company acknowledges and agrees that the responsibility to the Company of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Company pursuant to this Agreement in connection with the offering of the Underwritten Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, Wachovia and the several Underwriters. ` Very truly yours, WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. By:____________________________________ Name: Title: WACHOVIA BANK, NATIONAL ASSOCIATION By:____________________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WACHOVIA CAPITAL MARKETS, LLC By:____________________________________ Name: Title: [______________] By:____________________________________ Name: Title: ANNEX A Free Writing Prospectuses SCHEDULE I
Sample 1

Related to Obligations Solely Contractual in Nature; No Fiduciary Relationship

  • No Fiduciary Relationship This Agreement does not create, and shall not be construed as creating rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement Agent hereunder, all of which are hereby expressly waived.

  • No Advisory or Fiduciary Relationship The Company acknowledges and agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

  • Absence of Fiduciary Relationship The Company acknowledges and agrees that:

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