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.
View More
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. 35 13. 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.
View More
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. 33 13. 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.
View More
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 25 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 and of the Company has consulted its own legal, accounting, regulatory and tax advisors to Shares or the extent it deemed appropriate. process leading thereto.
View More
No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that
(a) (i) 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, Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several
Underwriters, Initial Purchasers, on the
other hand, (b) other, (ii) in connection
therewith and with
the offering contemplated hereby and the process leading
...to such transaction each Underwriter Purchaser 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) (iii) no Underwriter Purchaser 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 Initial Purchaser has advised or is currently advising the Company on other matters) and no Underwriter has or any other obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Agreement 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 (iv) the Company has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Initial Purchasers, or any of them, have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
View More
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.
View More
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 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 Securiti...es 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.
View More
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. 29 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 and of the Company has consulted its own legal, accounting, regulatory and tax advisors to Shares or the extent it deemed appropriate. process leading thereto.
View More
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 and of the Company has consulted its own legal, accounting, regulatory and tax advisors to Shares or the extent it deemed appropriate. process leading thereto.
View More
No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the
Securities Shares and the Warrants pursuant to this Agreement, including the determination of the public offering price of the
Securities Shares and the Warrants 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 of the Shares and the Warrants and t
...he 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, Company or any of its Subsidiaries or its respective 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 of the Shares and the Warrants 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 with respect to the offering contemplated hereby of the Shares and the Warrants 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, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Shares and the Warrants and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
View More
No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that
(a) (i) 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) and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transa...ctions contemplated by this Agreement, (ii) 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, its subsidiaries or its stockholders, the Company's shareholders, creditors, employees or any other third party, (c) (iii) no Underwriter has 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 Underwriter has advised or is currently advising the Company or its subsidiaries on any other matters) and no Underwriter has 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) the Underwriters (iv) each 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 no Underwriter has 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 any Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agree that no Underwriter shall have any 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) the Underwriters have not (vi) no Underwriter has 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. 30 15. Trial by Jury. EACH OF THE COMPANY (ON ITS BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS SHAREHOLDERS AND AFFILIATES) AND THE UNDERWRITERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
View More
