No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities 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.
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No Advisory or Fiduciary Relationship. The Company
acknowledges and
agrees its subsidiaries acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the
initial public offering price of the Securities and any related discounts and commissions, is an arm's-length commercial transaction between the
Company, Company and its subsidiaries, on the one hand, and the several
Underwriters, Initial Purchasers, on the other hand, (b) in connection with the offering
contemp...lated hereby of the Securities and the process leading to such transaction thereto, each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, or its their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter Initial Purchaser has any obligation to the Company or any of its subsidiaries with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, Company and its subsidiaries, and (e) none of the Underwriters have not Initial Purchasers or legal counsel for the Initial Purchasers has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering contemplated hereby of the Securities and the Company has and its subsidiaries have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.
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No Advisory or Fiduciary Relationship. The
Company acknowledges Company, its subsidiaries and
agrees the Advisor acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm's-length commercial transaction between the Company,
its subsidiaries and the Advisor, on the one hand, and the
several Underwriters, Initial Purchaser, on the other hand, (b) in connection with the
...offering contemplated hereby of the Securities and the process leading to such transaction each Underwriter thereto, the Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, the Advisor or its their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, any of its subsidiaries or the Advisor with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter the Initial Purchaser has advised or is currently advising the Company Company, any of its subsidiaries or the Advisor on other matters) and no Underwriter Initial Purchaser has any obligation to the Company Company, any of its subsidiaries or the Advisor with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchaser and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, its subsidiaries and the Advisor, and (e) none of the Underwriters have not Initial Purchaser or legal counsel for the Initial Purchaser has provided any legal, accounting, regulatory or tax advice to the Company, any of its subsidiaries or the Advisor with respect to the offering contemplated hereby of the Securities and the Company has Company, its subsidiaries and the Advisor have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. 36 14. Parties. This Agreement shall each inure to the benefit of and be binding upon the Initial Purchaser, the Company, the Operating Partnership and the Advisor and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Initial Purchaser, the Company, the Operating Partnership and the Advisor and their respective successors and the controlling persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Initial Purchaser, the Company, the Operating Partnership and the Advisor and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from the Initial Purchaser shall be deemed to be a successor by reason merely of such purchase.
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No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that
(a) (i) the purchase and sale of the
Securities Notes pursuant to this Agreement, including the determination of the public offering price of the
Securities Notes and any related discounts and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and the
several Underwriters, Underwriter, on the other hand,
(b) and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and... conditions of the transactions contemplated by this Agreement, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, its subsidiaries or its stockholders, the Company's shareholders, creditors, employees or any other third party, (c) no (iii) the Underwriter has not assumed or nor will it assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or its subsidiaries on any other matters) and no the Underwriter has does not have any obligation to the Company or its subsidiaries with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) (iv) the Underwriters Underwriter and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or its subsidiaries and the Underwriter does not have any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, (v) the Company and its subsidiaries waive, to the fullest extent permitted by law, any claims the Company may have against the Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Underwriter shall have no liability (whether direct or indirect) to the Company or its subsidiaries in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company, and (e) (vi) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Bank consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. 21 13. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OF SAID STATE OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
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No Advisory or Fiduciary Relationship. The Company
hereby acknowledges
and agrees that (a) the purchase and sale of the
Securities Shares pursuant to this
Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the
several Underwriters, Underwriters and any affiliate through which it may be acting, on the
other hand, other, (b)
the Underwriters are acting as principal a...nd not as an agent or fiduciary of the Company and (c) the Company's engagement of the Underwriters 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 up to the offering contemplated hereby or is as independent contractors and not in any other capacity. Furthermore, the process leading thereto Company agrees that it is solely responsible for making its own judgments in connection with the offering of the Shares (irrespective of whether such Underwriter any of the Underwriters has advised or is currently advising the Company on related or other matters) and no Underwriter has any obligation to the matters). 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 agrees that involve interests it will not claim that differ from those of the Company, and (e) the Underwriters have not provided rendered advisory services of any legal, accounting, regulatory nature or tax advice with respect respect, or owe an agency, fiduciary or similar duty to the Company, in connection with the offering contemplated hereby of the Shares or the process leading thereto. 30 15. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company has consulted its own legal, accounting, regulatory Company, which information may include the name and tax advisors address of their respective clients, as well as other information that will allow the Underwriters to the extent it deemed appropriate. properly identify their respective clients.
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No Advisory or Fiduciary Relationship. The Company
hereby acknowledges
and agrees that (a) the purchase and sale of the
Securities Shares pursuant to this
Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the
several Underwriters, Underwriters and any affiliate through which it may be acting, on the
other hand, other, (b)
the Underwriters are acting as principal a...nd not as an agent or fiduciary of the Company and (c) the Company's engagement of the Underwriters 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 up to the offering contemplated hereby or is as independent contractors and not in any other capacity. Furthermore, the process leading thereto Company agrees that it is solely responsible for making its own judgments in connection with the offering of the Shares (irrespective of whether such Underwriter any of the Underwriters has advised or is currently advising the Company on related or other matters) and no Underwriter has any obligation to the matters). 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 agrees that involve interests it will not claim that differ from those of the Company, and (e) the Underwriters have not provided rendered advisory services of any legal, accounting, regulatory nature or tax advice with respect respect, or owe an agency, fiduciary or similar duty to the Company, in connection with the offering contemplated hereby of the Shares or the process leading thereto. 31 15. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company has consulted its own legal, accounting, regulatory Company, which information may include the name and tax advisors address of their respective clients, as well as other information that will allow the Underwriters to the extent it deemed appropriate. properly identify their respective clients.
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No Advisory or Fiduciary Relationship. The Company
hereby acknowledges
and agrees that (a) the purchase and sale of the
Securities Shares pursuant to this
Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the
several Underwriters, Underwriters and any affiliate through which it may be acting, on the
other hand, other, (b)
the Underwriters are acting as principal a...nd not as an agent or fiduciary of the Company and (c) the Company's engagement of the Underwriters 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 up to the offering contemplated hereby or is as independent contractors and not in any other capacity. Furthermore, the process leading thereto Company agrees that it is solely responsible for making its own judgments in connection with the offering of the Shares (irrespective of whether such Underwriter any of the Underwriters has advised or is currently advising the Company on related or other matters) and no Underwriter has any obligation to the matters). 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 agrees that involve interests it will not claim that differ from those of the Company, and (e) the Underwriters have not provided rendered advisory services of any legal, accounting, regulatory nature or tax advice with respect respect, or owe an agency, fiduciary or similar duty to the Company, in connection with the offering contemplated hereby of the Shares or the process leading thereto. 25 15. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company has consulted its own legal, accounting, regulatory Company, which information may include the name and tax advisors address of their respective clients, as well as other information that will allow the Underwriters to the extent it deemed appropriate. properly identify their respective clients.
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No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the
purchase and sale of the
Securities Shares pursuant to this
Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, Agreement is an arm's-length commercial
transaction between the Company, on the one hand, and the several Underwriters, on the other hand, transaction, (b) in connection with the offering
of the Shares contemplated hereby and the process leading to such
transact...ion each Underwriter transaction, MS is and has been acting solely as a an agent and/or principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (c) no Underwriter MS has not assumed or and will not 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 MS has advised or is currently advising the Company on other matters) and MS has 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 MS and their respective its 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 MS has 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. appropriate and (f) the Company waives, to the fullest extent permitted by law, any claims it may have against MS for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that MS shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, creditors or employees.
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No Advisory or Fiduciary Relationship. The Company
acknowledges and
agrees its subsidiaries acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the
initial public offering price of the Securities and any related discounts and commissions, is an arm's-length commercial transaction between the
Company, Company and its subsidiaries, on the one hand, and the
several Underwriters, Underwriter, on the other hand, (b) in connection with the offering
contemplated h...ereby of the Securities and the process leading to such transaction each thereto, the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, or its their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, Company and its subsidiaries, and (e) none of the Underwriters have not Underwriter or legal counsel for the Underwriter has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering contemplated hereby of the Securities and the Company has and its subsidiaries have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. 33 13. Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriter, the Company and the Operating Partnership and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriter, the Company and the Operating Partnership and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriter, the Company and the Operating Partnership and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from the Underwriter shall be deemed to be a successor by reason merely of such purchase.
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No Advisory or Fiduciary Relationship. The Company
acknowledges and
agrees its subsidiaries acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the
initial public offering price of the Securities and any related discounts and commissions, is an arm's-length commercial transaction between the
Company, Company and its subsidiaries, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering
contemplated hereby of the ...Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, or its their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering contemplated hereby of the Securities 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 each of the Company, Company and its subsidiaries, and (e) none of the Underwriters have not or legal counsel for the Underwriters has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering contemplated hereby of the Securities and the Company has and its subsidiaries have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. 34 14. Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company and the Operating Partnership and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and the Operating Partnership and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and the Operating Partnership and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
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No Advisory or Fiduciary Relationship. The Company
acknowledges and
agrees its Subsidiaries acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the
initial public offering price of the Securities and any related discounts and commissions, is an arm's-length commercial transaction between the
Company, Company and its Subsidiaries, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering
contemplated hereby of the ...Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its Subsidiaries, or its their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its Subsidiaries with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its Subsidiaries with respect to the offering contemplated hereby of the Securities 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 each of the Company, Company and its Subsidiaries, and (e) none of the Underwriters have not or legal counsel for the Underwriters has provided any legal, accounting, regulatory or tax advice to the Company or its Subsidiaries with respect to the offering contemplated hereby of the Securities and the Company has and its Subsidiaries have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. 36 14. Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
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