with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Managers and the Forward Purchasers with respect to any entity or natural person. The Company and the Operating Partnership each waive to the full extent permitted by applicable law any claims each may have against any of the Managers and the Forward Purchasers arising from an alleged breach of fiduciary duty in connection with the sale and distribution of the Shares.
(c) This Agreement shall inure to the benefit of and be binding upon the Managers, the Forward Purchasers, the Company, the Operating Partnership and their respective successors and the officers, directors, employees, agents, affiliates and controlling persons referred to in Section 8 hereof.
12. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of a signed counterpart of this Agreement by e-mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or facsimile transmission shall constitute valid and sufficient delivery thereof.
13. Applicable Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.
14. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.
15. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Managers shall be delivered, mailed or sent to Morgan Stanley & Co. LLC, 1585 Broadway, New York, NY 10036 (Attn: Equity Syndicate Desk), with a copy to Legal Department at the same address; Barclays Capital Inc., 745 7th Avenue, New York, NY 10019 (Attn: Syndicate Registration); BofA Securities, Inc., One Bryant Park, New York, NY 10036 (Attn: Christine Roemer), Telephone: (646) 855-8901, Email: ***@***; Evercore Group L.L.C., 55 East 52nd Street, 36th Floor, New York, New York 10055, Telephone: (888) 474-0200, Email: ***@***; Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282 (Attn: Registration Department); Stephanie Little, J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Facsimile: 312 ###-###-####, with a copy to Brett Chalmers at the same address; Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, FL 33716 Attention: Equity Syndicate, Email: ***@***; and Wells Fargo Securities, LLC, 500 West 33rd Street, 14th Floor New York, New York 10001, Attention: Equity Syndicate Department (Facsimile: (212) 214-5918); if to the Forward Purchasers shall be delivered, mailed or sent to Bank of America, N.A., c/o BofA Securities, Inc., One Bryant Park, New York, NY 10036 (Attn: Christine Roemer), Telephone: (646) 855-8901, Email: ***@***; Barclays Bank PLC, c/o Barclays Capital Inc., 745 7th Avenue, New York, NY 10019 (Attn: Syndicate Registration); Goldman Sachs & Co.