Grouped Into 27 Collections of Similar Clauses From Business Contracts
This page contains No Fiduciary Duty clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company's engagement of the Underwriters in connection with the offering and the process leading up to the offering is as ...independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.View More
No Fiduciary Duty. The Company Issuers hereby acknowledges acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, Issuers, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are each acting as principal and not as an agent or fiduciary of the Company Issuers and (c) the Company's Issuers' engagement of the Underwriters in connection with the offerin...g and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees Issuers agree that it is they are each solely responsible for 23 making its their own respective judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company Issuers on related or other matters). The Company agrees Issuers each agree that it they will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Issuers, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Each of the Company and the Operating Partnership hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, Company and the Operating Partnership on the one hand, and the Underwriters and any affiliate Affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company or the Operating Partnership and ...(c) the Company's engagement of the Underwriters by the Company and the Operating Partnership in connection with the offering and the process leading up to the offering is 25 as independent contractors and not in any other capacity. Furthermore, each of the Company and the Operating Partnership agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or the Operating Partnership on related or other matters). The Each of the Company and the Operating Partnership agrees that it will not claim that any of the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company or the Operating Partnership, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company Each of the Partnership Entities hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, Partnership Entities, on the one hand, and the Underwriters and any affiliate affiliates through which it they may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of any of the Company Partnership Entities and (c) the Company's Partnership E...ntities' engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, each of the Company Partnership Entities agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company Partnership Entities on related or other matters). The Company Each of the Partnership Entities agrees that it will not claim that any of the Underwriters have rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, Partnership Entities, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto. 33 15. Research Analyst Independence. The Partnership Entities acknowledge that the Underwriters' 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 that such Underwriters' research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Operating Partnership, the Partnership and/or the offering that differ from the views of its investment bankers. The Partnership Entities acknowledge that each 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 which may be the subject of the transactions contemplated by this Agreement. View More
No Fiduciary Duty. The Company hereby acknowledges that in connection with the offering of the Shares: (a) the Underwriters have acted at arm's length and are not agents of and owe no fiduciary duties to the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (c) the Underwriters may have interests that differ from those of the Company. The Company a...cknowledges that the Underwriters and their affiliates may provide financing or other services to parties whose interests may conflict with those of the Company and may enter into transactions in the Company's common stock or other securities, including the Shares, for their accounts and their customers' accounts. The Company acknowledges that they are not relying on the advice of the Underwriters for tax, legal or accounting matters, that they are seeking and will rely on the advice of their own professionals and advisors for such matters and that they will make an independent analysis and decision regarding the offering of the Shares based upon such advice. The Company agrees it they will determine, without reliance upon the Underwriters or their affiliates, the economic risks and merits, as well as the legal, regulatory, tax and accounting characterizations and consequences, of the transactions herein, and that they are capable of assuming the risks of entering into the transactions described herein. The Company acknowledges that the Underwriters are not in the business of providing tax advice and that they have received tax advice from their own tax advisors with appropriate expertise to assess any tax risks. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.View More
No Fiduciary Duty. The Company hereby acknowledges that in connection with the offering of the Shares: Certificates: (a) the Underwriters have acted at arm's length 27 and are not agents of and owe no fiduciary duties to the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (c) the Underwriters may have interests that differ from those of the Compa...ny. The Company acknowledges that the Underwriters and their affiliates may provide financing or other services to parties whose interests may conflict with those of the Company and may enter into transactions in the Company's common stock or other securities, including the Shares, Certificates, for their accounts and their customers' accounts. The Company acknowledges that they are it is not relying on the advice of the Underwriters for tax, legal or accounting matters, that they are it is seeking and will rely on the advice of their its own professionals and advisors for such matters and that they it will make an independent analysis and decision regarding the offering of the Shares Certificates based upon such advice. The Company agrees that it they will determine, without reliance upon the Underwriters or their affiliates, the economic risks and merits, as well as the legal, regulatory, tax and accounting characterizations and consequences, of the transactions herein, and that they are it is capable of assuming the risks of entering into the transactions described herein. The Company acknowledges that the Underwriters are not in the business of providing tax advice and that they have it has received tax advice from their its own tax advisors with appropriate expertise to assess any tax risks. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. Certificates. View More
No Fiduciary Duty. The Company and the Guarantor hereby acknowledges acknowledge that in connection with the offering of the Shares: Securities: (a) the Underwriters have acted at arm's length and are not agents of and owe no fiduciary duties to the Company Company, the Guarantor or any other person, (b) the Underwriters owe the Company and the Guarantor only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (c) the U...nderwriters may have interests that differ from those of the Company. Company and the Guarantor. The Company acknowledges and the Guarantor acknowledge that the Underwriters and their affiliates may provide financing or other services to parties whose interests may conflict with those of the Company and the Guarantor and may enter into transactions in the Company's common stock or other securities, including the Shares, Securities, for their accounts and their customers' accounts. The Company acknowledges and the Guarantor acknowledge that they are not relying on the advice of the Underwriters for tax, legal or accounting matters, that 22 they are seeking and will rely on the advice of their own professionals and advisors for such matters and that they will make an independent analysis and decision regarding the offering of the Shares Securities based upon such advice. The Company agrees it and the Guarantor agree that they will determine, without reliance upon the Underwriters or their affiliates, the economic risks and merits, as well as the legal, regulatory, tax and accounting characterizations and consequences, of the transactions herein, and that they are capable of assuming the risks of entering into the transactions described herein. The Company acknowledges and the Guarantor acknowledge that the Underwriters are not in the business of providing tax advice and that they have received tax advice from their own tax advisors with appropriate expertise to assess any tax risks. The Each of the Company and the Guarantor waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. Securities. View More
No Fiduciary Duty. The Each of the Company and the Subsidiary Guarantors hereby acknowledges acknowledge that in connection with the offering of the Shares: Securities: (a) the Underwriters have acted at arm's length and are not agents of and owe no fiduciary duties to the Company Company, the Subsidiary Guarantors or any other person, (b) the Underwriters owe the Company and the Subsidiary Guarantors only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not supe...rseded by this Agreement), if any, and (c) the Underwriters may have interests that differ from those of the Company. Company and the Subsidiary Guarantors. The Company acknowledges that the Underwriters and their affiliates may provide financing or other services to parties whose interests may conflict with those of the Company and may enter into transactions in the Company's common stock or other securities, including the Shares, Securities, for their accounts and their customers' accounts. The Company acknowledges that they are it is not relying on the advice of the Underwriters for tax, legal or accounting matters, that they are it is seeking and will rely on the advice of their its own professionals and advisors for such matters and that they it will make an independent analysis and decision regarding the offering of the Shares Securities based upon such advice. The Company agrees that it they will determine, without reliance upon the Underwriters or their affiliates, the economic risks and merits, as well as the legal, regulatory, tax and accounting characterizations and consequences, of the transactions herein, and that they are it is capable of assuming the risks of entering into the transactions described herein. The Company acknowledges that the Underwriters are not in the business of providing tax advice and that they have it has received tax advice from their its own tax advisors with appropriate expertise to assess any tax risks. The Each of the Company and the Subsidiary Guarantors waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. Securities.20. 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. View More
No Fiduciary Duty. The Company hereby acknowledges that (a) the offering of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters, Forward Purchasers and Forward Sellers and any affiliate through which any Underwriter, Forward Purchaser or Forward Seller may be acting, on the other, (b) the Underwriters, Forward Purchasers and Forward Sellers are acting as principal and not as an agent, financial advisor or fiduciary of the Compan...y or any other person and (c) the Company's engagement of the Underwriters, the Forward Purchasers and the Forward Sellers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. None of the Underwriter, the Forward Sellers or the Forward Purchasers is advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters, the Forward Purchasers or the Forward Sellers has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters, the Forward Purchasers or the Forward Sellers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.View More
No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) (i) the offering purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, Forward Purchasers and Forward Sellers and any affiliate through which any Underwriter, the Forward Purchaser or the Forward Seller may be acting, on the other, (b) (ii) in connection therewith and with the Underwriters, process leading to such transaction each ...Underwriter, the Forward Purchasers Purchaser and the Forward Sellers are Seller is acting solely as a principal and not as an agent, financial advisor the agent or fiduciary of the Company Company, (iii) no Underwriter, the Forward Purchaser or any other person and (c) the Company's engagement Forward Seller has assumed an advisory or fiduciary responsibility in favor of the Underwriters, the Forward Purchasers and the Forward Sellers in connection Company with respect to the offering and contemplated hereby or the process leading up to the offering is as independent contractors and not in any other capacity. None thereto (irrespective of the whether such Underwriter, the Forward Sellers Purchaser or the Forward Purchasers is advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters, the Forward Purchasers or the Forward Sellers Seller has advised or is currently advising the Company on related other matters) or any other matters). obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, the Forward Purchasers Purchaser or the Forward Sellers have Seller, or any of them, has rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Each of the Company and the Operating Partnership hereby acknowledges and agrees that (a) the offering purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters, each Agent, Forward Purchasers Seller and Forward Sellers and Purchaser (and any affiliate through which any Underwriter, each Agent, 48 Forward Seller or Forward Purchaser or Forward Seller may be acting, acting), on the other, (b)...the Underwriters, each Agent, Forward Purchasers Seller and Forward Sellers are Purchaser is acting solely as agent and/or as principal in connection with the public offering of the Shares and not as an agent, financial advisor in connection with each transaction contemplated by this Agreement, any Terms Agreement and any Master Forward Confirmation and the process leading to such transactions, and no fiduciary or fiduciary of advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Agents, the Forward Sellers and the Forward Purchasers, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, any Terms Agreement and any Master Forward Confirmation, irrespective of whether or not an Agent, a Forward Seller or a Forward Purchaser has advised or is advising the Company on other matters, and no Agent, Forward Seller or Forward Purchaser has any obligation to the Company with respect to the transactions contemplated by this Agreement, any Terms Agreement or any Master Forward Confirmation except the obligations expressly set forth herein and therein, (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement, any Terms Agreement and any Master Forward Confirmation, (d) no Agent, Forward Seller or Forward Purchaser has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement, any Terms Agreement or any Master Forward Confirmation and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (e) it is aware that the Agents, the Forward Sellers and the Forward Purchasers and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agents, the Forward Sellers and the Forward Purchasers have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise, (f) the Sales Price of the Shares sold pursuant to this Agreement, any Terms Agreement or any Forward Contract will not be established by the Agents, the Forward Sellers or the Forward Purchasers, (g) it waives, to the fullest extent permitted by law, any claims it may have against each Agent, Forward Seller and Forward Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Shares under this Agreement, any Terms Agreement and any Master Forward Confirmation and agrees that no Agent, Forward Seller or Forward Purchaser shall have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company and (c) (h) the Company's engagement of the Underwriters, the Forward Purchasers Agents and the Forward Sellers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. None Furthermore, each of the Underwriter, Company and the Forward Sellers or the Forward Purchasers is advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction. Furthermore, the Company Operating Partnership agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters, Agents, the Forward Sellers or the Forward Purchasers or the Forward Sellers has have advised or is are currently advising the Company or the Operating Partnership on related or other matters). The Each of the Company and the Operating Partnership agrees that it will not claim that any of the Underwriters, Agents, the Forward Sellers or the Forward Purchasers or the Forward Sellers have has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company or the Operating Partnership, as applicable, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company hereby acknowledges that (a) the offering purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters, each Manager, each Forward Purchasers Seller and each Forward Sellers Purchaser and any affiliate through which any Underwriter, Forward Purchaser or Forward Seller they may be acting, on the other, (b) each Manager, each Forward Seller and each Forward Purchaser is acting solely as a... sales agent and/or principal in connection with each transaction contemplated by this Agreement and any Forward Contract and the Underwriters, Forward Purchasers and Forward Sellers are acting as principal process leading to such transactions and not as an agent, financial advisor or a fiduciary of the Company or any other person and (c) the Company's engagement of the Underwriters, the each Manager, each Forward Purchasers Seller and the each Forward Sellers Purchaser in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. None of the Underwriter, the Forward Sellers or the Forward Purchasers is advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters, the Manager, Forward Purchasers Seller or the Forward Sellers Purchaser has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters, the any Manager, Forward Purchasers Seller or the Forward Sellers have Purchaser has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to ...any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.View More
No Fiduciary Duty. The Company hereby acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Securities First Mortgage Bonds contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is Underwriters are ad...vising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. jurisdiction with respect to the offering of First Mortgage Bonds contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the 22 transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. View More
No Fiduciary Duty. The Company hereby acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Securities First Mortgage Bonds contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is Underwriters are ad...vising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. jurisdiction with respect to the offering of First Mortgage Bonds contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. View More
No Fiduciary Duty. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Securities the Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives Credit Suisse Securities (USA) LLC nor any other Underwrite...r is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company acknowledges and agrees that: (i) the terms of this Agreement and the offering (including the price of the Certificates) were negotiated at arm's length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company and any Underwriter has been or will be created as a result of any of the transactions contemplated by this Agreement, irrespective of whether any Underwriter has advised or is advising the Company on other matters; (iii) the Underwriters' obligations to the Company in respect of the offering, and the purchase and sale, of the Certificates are set forth in this Agreement in their entirety; (iv) the Company has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters; and (v) the Company will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company in connection with the transactions contemplated hereby or the process leading thereto. View More
No Fiduciary Duty. The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any of its subsidiaries. Additionally, no Underwriter is advising the Company or any of its subsidiaries as to any legal, tax, investm...ent, accounting or regulatory matters in any jurisdiction with respect to the offering of the Certificates or the process leading thereto (irrespective of whether the Underwriter has advised or is advising AAG or the Company on other matters). Each Underwriter advises that it and its affiliates are engaged in a broad range of securities and financial services and that it and its affiliates may enter into contractual relationships with purchasers or potential purchasers of the securities of the Company or its affiliates and that some of these services or relationships may involve interests that differ from those of the Company and need not be disclosed to the Company, unless otherwise required by law. The Company has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company or any of its subsidiaries or affiliates with respect thereto. Any review by any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Underwriter and shall not be on behalf of the Company. The Company waives, to the fullest extent permitted by law, any claims it may have against each Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that no Underwriter shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim.View More
No Fiduciary Duty. The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Certificates Shares contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any of its subsidiaries. Additionally, no Underwriter is advising the Company or any of its subsidiaries as to any legal, tax, ...investment, accounting or regulatory matters in any jurisdiction with respect to the offering of the Certificates Shares or the process leading thereto (irrespective of whether the Underwriter has advised or is advising AAG American or the Company on other matters). Each Underwriter advises that it and its affiliates are engaged in a broad range of securities and financial services and that it and its affiliates may enter into contractual relationships with purchasers or potential purchasers of the securities of the Company or its affiliates and that some of these services or relationships may involve interests that differ from those of the Company and need not be disclosed to the Company, unless otherwise required by law. The Company has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company or any of its subsidiaries or affiliates with respect thereto. Any review by any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Underwriter and shall not be on behalf of the Company. The Company waives, to the fullest extent permitted by law, any claims it may have against each Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that no Underwriter shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim. 23 13. GOVERNING LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. View More
No Fiduciary Duty. The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Class B Certificates contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any of its subsidiaries. Additionally, no Underwriter is advising the Company or any of its subsidiaries as to any legal, tax,... investment, accounting or regulatory matters in any jurisdiction with respect to the offering of the Class B Certificates or the process leading thereto (irrespective of whether the Underwriter has advised or is advising AAG or the Company on other matters). Each Underwriter advises that it and its affiliates are engaged in a broad range of securities and financial services and that it and its affiliates may enter into contractual relationships with purchasers or potential purchasers of the securities of the Company or its affiliates and that some of these services or relationships may involve interests that differ from those of the Company and need not be disclosed to the Company, unless otherwise required by law. The Company has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company or any of its subsidiaries or affiliates with respect thereto. Any review by any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Underwriter and shall not be on behalf of the Company. The Company waives, to the fullest extent permitted by law, any claims it may have against each Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that no Underwriter shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim. 24 13.GOVERNING LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. View More
No Fiduciary Duty. The Company acknowledges and agrees that each the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Class B Certificates contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any of its subsidiaries. Additionally, no the Underwriter is not advising the Company or any of its subsidiaries as to any... legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of the Class B Certificates or the process leading thereto (irrespective of whether the Underwriter has advised or is advising AAG or the Company on other matters). Each The Underwriter advises that it and its affiliates are engaged in a 22 broad range of securities and financial services and that it and its affiliates may enter into contractual relationships with purchasers or potential purchasers of the securities of the Company or its affiliates and that some of these services or relationships may involve interests that differ from those of the Company and need not be disclosed to the Company, unless otherwise required by law. The Company has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no the Underwriter shall not have any responsibility or liability to the Company or any of its subsidiaries or affiliates with respect thereto. Any review by any the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such the Underwriter and shall not be on behalf of the Company. The Company waives, to the fullest extent permitted by law, any claims it may have against each the Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that no the Underwriter shall not have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim. View More
No Fiduciary Duty. The Company acknowledges and agrees that (i) the purchase and sale of the Offered Securities, including the determination of the offering price of such Offered Securities and any related discounts and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and each Underwriter, on the other hand; (ii) each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company in connection with the offering of such Offered Sec...urities and the process leading to such transaction (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an Underwriter of, the Company; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering of such Offered Securities 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 of the Offered Securities except the obligations expressly set forth in this Underwriting Agreement; and (iv) the Underwriters are not advising the Company as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction and the Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated by this Underwriting Agreement, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. 17 11. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or faxed and confirmed to each of (i) Barclays Capital Inc, 745 7th Avenue New York, NY 10019, Attention: Syndicate Registration; (ii) Mizuho Securities USA Inc, 320 Park Avenue New York, NY 10020, Attention: Debt Capital Markets; (iii) U.S. Bancorp Investments, Inc, 214 N. Tryon St. 26th Floor Charlotte, North Carolina 28202; and (iv) Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at MidAmerican Energy Company, 666 Grand Avenue, Suite 500, Des Moines, IA 50309-2580, Attention: Treasurer.View More
No Fiduciary Duty. The Company acknowledges and agrees that (i) the purchase and sale of the Offered Securities, including the determination of the offering price of such Offered Securities and any related discounts and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and each Underwriter, on the other hand; (ii) each Underwriter is acting solely in the capacity of an arm's length arm's-length contractual counterparty to the Company in connection with the offering of suc...h Offered Securities and the process leading to such transaction (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an Underwriter of, the Company; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering of such Offered Securities 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 of the Offered Securities except the obligations expressly set forth in this Underwriting Agreement; and (iv) the Underwriters are not advising the Company as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction and the Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated by this Underwriting Agreement, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. 17 11. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or faxed and confirmed to each of (i) Barclays Capital Inc, Inc., 745 7th Avenue Avenue, New York, NY 10019, Attention: Syndicate Registration; (ii) Mizuho BNP Paribas Securities USA Inc, 320 Park Avenue Corp., 787 Seventh Avenue, 7th Floor, New York, NY 10020, 10019, Attention: Debt Syndicate Desk, email: new.york.syndicate@bnpparibas.com; (iii) Scotia Capital Markets; (iii) (USA) Inc., 250 Vesey Street, New York, NY 10281, Attention: Chief Legal Officer, U.S., e-mail: US.Legal@scotiabank.com; (iv) U.S. Bancorp Investments, Inc, Inc., 214 N. Tryon St. St., 26th Floor Floor, Charlotte, North Carolina 28202; NC 28202, Attention: Credit Fixed Income, facsimile: 704-335-2393; and (iv) (v) Wells Fargo Securities, LLC, 550 500 South Tryon Street, 5th Floor Floor, Charlotte, North Carolina 28202; NC 28202, Attention: Transaction Management, facsimile: (704) 410-0326; or, if sent to the Company, will be mailed, delivered or telegraphed faxed and confirmed to it at MidAmerican Energy Company, 666 Grand Avenue, Suite 500, Des Moines, IA 50309-2580, Attention: Treasurer. View More
No Fiduciary Duty. Each Depositor acknowledges that in connection with the offering of the Publicly Registered Notes: (a) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Depositor or any other person, (b) the Underwriters owe the Depositor only those duties and obligations in this Agreement and (c) the Underwriters may have interests that differ from those of the Depositor. The Depositor waives to the full extent permitted by applicable law any claims it may have... against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Publicly Registered Notes.View More
No Fiduciary Duty. Each Depositor acknowledges that in connection with the offering of the Publicly Registered Notes: (a) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Depositor or any other person, (b) the Underwriters owe the Depositor only those duties and obligations in this Agreement and (c) the Underwriters may have interests that differ from those of the Depositor. The Depositor waives to the full extent permitted by applicable law any claims it may have... against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Publicly Registered Notes. 25 12. Entire Agreement. This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Publicly Registered Notes, represents the entire agreement between the Depositors and the Underwriters regarding the preparation of the Prospectus, and the conduct of the offering, and the purchase and sale of the Publicly Registered Notes. View More
No Fiduciary Duty. The Partnership and the Selling Unitholders acknowledge and agree that (i) the purchase and sale of the Units pursuant to this Agreement is an arm's-length commercial transaction between the Partnership and the Selling Unitholders, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Partnership Parties or the Selling Unithol...ders, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Partnership Parties or the Selling Unitholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Partnership Parties or the Selling Unitholders on other matters) or any other obligation to the Partnership Parties or the Selling Unitholders except the obligations expressly set forth in this Agreement and (iv) each of the Partnership Parties and the Selling Unitholders has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of the Partnership Parties and the Selling Unitholders agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Partnership Parties or the Selling Unitholders, in connection with such transaction or the process leading thereto. 32 16. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly. All statements, requests, notices and agreements hereunder shall be in writing and, if to the Underwriters, shall be delivered or sent by mail, telex or facsimile transmission to you as the Representatives in care of UBS Securities LLC, 1285 Avenue of the Americas, New York, NY 10019 (fax: (212) 713-3371) Attention: Syndicate; and if to the Partnership Parties shall be delivered or sent by mail, telex or facsimile transmission to the address of the Partnership set forth in the Registration Statement, Attention: J. Gregory Holloway; and if to the Selling Unitholders shall be delivered or sent by mail, telex or facsimile transmission to such Selling Unitholder at the address set forth on Schedule II hereto; provided, however, that notices under Section 11(d) shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters' Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Partnership by you upon request; provided, however, that notices under Section 6(f) shall be in writing, and, if to the Underwriters, shall be delivered or sent by mail, telex or facsimile transmission to you as the Representatives in care of UBS Securities LLC, 1285 Avenue of the Americas, New York, NY 10019 (fax: (212) 713-3371) Attention: Equity Syndicate Desk. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. 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 Partnership, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. No purchaser of any of the Units from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.View More
No Fiduciary Duty. The Partnership acknowledges and the Selling Unitholders acknowledge and agree agrees that (i) the purchase and sale of the Units pursuant to this Agreement is an arm's-length commercial transaction between the Partnership and the Selling Unitholders, Partnership, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Partnersh...ip Parties or the Selling Unitholders, Parties, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Partnership Parties or the Selling Unitholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Partnership Parties or the Selling Unitholders on other matters) or any other obligation to the Partnership Parties or the Selling Unitholders except the obligations expressly set forth in this Agreement and (iv) each of the Partnership Parties and the Selling Unitholders has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of the Partnership Parties and the Selling Unitholders agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Partnership Parties or the Selling Unitholders, Parties, in connection with such transaction or the process leading thereto. 32 16. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly. All statements, requests, notices and agreements hereunder shall be in writing and, if to the Underwriters, shall be delivered or sent by mail, telex or facsimile transmission to you as the Representatives in care of UBS J. P. Morgan Securities LLC, 1285 Avenue of the Americas, 383 Madison Avenue, New York, NY 10019 New York 10179 (fax: (212) 713-3371) Attention: Syndicate; 622-8358); Attention Equity Syndicate Desk; and if to the Partnership Parties shall be delivered or sent by mail, telex or facsimile transmission to the address of the Partnership set forth in the Registration Statement, Attention: J. Gregory Holloway; and if to the Selling Unitholders shall be delivered or sent by mail, telex or facsimile transmission to such Selling Unitholder at the address set forth on Schedule II hereto; provided, however, that notices under Section 11(d) 9(c) shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters' Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Partnership by you upon request; provided, however, that notices under Section 6(f) 5(f) shall be in writing, and, if to the Underwriters, shall be delivered or sent by mail, telex or facsimile transmission to you as the Representatives in care of UBS J. P. Morgan Securities LLC, 1285 Avenue of the Americas, 383 Madison Avenue, New York, NY 10019 New York 10179 (fax: (212) 713-3371) Attention: 622-8358); Attention Equity Syndicate Desk. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. 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 Partnership, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. No purchaser of any of the Units from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. View More
No Fiduciary Duty. Each of the Depositor and World Omni acknowledges and agrees that each of the Underwriters is acting solely in the capacity of an arm's length contractual counterparty to itself with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, World Omni or the Trust. In addition, neither the Representatives nor any other Underwriter is advising the Deposi...tor, World Omni or the Trust as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Depositor and World Omni shall consult with its own advisors concerning such matters. Any review by the Underwriters of the Depositor, World Omni, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor nor World Omni.View More
No Fiduciary Duty. Each of the Depositor and World Omni acknowledges and agrees that each of the Underwriters is acting solely in the capacity of an arm's length contractual counterparty to itself with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, World Omni or the Trust. In addition, neither the Representatives nor any other Underwriter is are not advising th...e Depositor, World Omni or the Trust as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Depositor and World Omni shall consult with its own advisors concerning such matters. Any review by the Underwriters of the Depositor, World Omni, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor nor World Omni. 19 20. USA PATRIOT Act Notification. Each of the Depositor and World Omni acknowledges that the Underwriters are required by U.S. Federal law to obtain, verify and record information that identifies each person or corporation who opens an account or enters into a business relationship with a financial institution to help fight the funding of terrorism and money laundering activities. View More
No Fiduciary Duty. Each of the Depositor and World Omni acknowledges and agrees that each of the Underwriters is acting solely in the capacity of an arm's length contractual counterparty to itself with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, World Omni or the Trust. In addition, neither the Representatives nor any other Underwriter is advising the Deposi...tor, World Omni or the Trust as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Depositor and World Omni shall consult with its own advisors concerning such matters. Any review by the Underwriters of the Depositor, World Omni, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor nor World Omni. 37 20. USA PATRIOT Act Notification. Each of the Depositor and World Omni acknowledges that the Underwriters are required by U.S. Federal law to obtain, verify and record information that identifies each person or corporation who opens an account or enters into a business relationship with a financial institution to help fight the funding of terrorism and money laundering activities. View More
No Fiduciary Duty. Each of the Depositor and World Omni acknowledges and agrees that each of the Underwriters is acting solely in the capacity of an arm's length contractual counterparty to itself with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, World Omni or the Trust. In addition, neither the Representatives nor any other Underwriter is are not advising th...e Depositor, World Omni or the Trust as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Depositor and World Omni shall consult with its own advisors concerning such matters. Any review by the Underwriters of the Depositor, World Omni, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor nor World Omni. 19 20. USA PATRIOT Act Notification. Each of the Depositor and World Omni acknowledges that the Underwriters are required by U.S. Federal law to obtain, verify and record information that identifies each person or corporation who opens an account or enters into a business relationship with a financial institution to help fight the funding of terrorism and money laundering activities. View More
No Fiduciary Duty. The Depositor and Ford Credit acknowledge that in connection with the offering of the Offered Notes: (a) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Depositor or Ford Credit, (b) the Underwriters owe the Depositor and Ford Credit only those duties and obligations stated in this Agreement, (c) the Underwriters may have interests that differ from those of the Depositor and Ford Credit and (d) the Underwriters have not provided any legal, regu...latory, tax, accounting or insurance advice in any jurisdiction. Each of the Depositor and Ford Credit waives, to the extent permitted by applicable law, any claims it may have against the Underwriters related to an alleged breach of fiduciary duty in connection with the offering of the Offered Notes.View More
No Fiduciary Duty. The Depositor and Ford Credit acknowledge that in connection with the offering of the Offered Publicly Registered Notes: (a) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Depositor Depositor, Ford Credit or Ford Credit, any other person, (b) the Underwriters owe the Depositor and Ford Credit only those duties and obligations stated set forth in this Agreement, Agreement and (c) the Underwriters may have interests that differ from those of the... Depositor and Ford Credit and (d) the Underwriters have not provided any legal, regulatory, tax, accounting or insurance advice in any jurisdiction. Credit. Each of the Depositor and Ford Credit waives, to the full extent permitted by applicable law, law any claims it may have against the Underwriters related to arising from an alleged breach of fiduciary duty in connection with the offering of the Offered Publicly Registered Notes. View More
No Fiduciary Duty. The Depositor and Ford Credit acknowledge that in connection with the offering of the Offered Publicly Registered Notes: (a) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Depositor Depositor, Ford Credit or Ford Credit, any other person, (b) the Underwriters owe the Depositor and Ford Credit only those duties and obligations stated set forth in this Agreement, Agreement and (c) the Underwriters may have interests that differ from those of the... Depositor and Ford Credit and (d) the Underwriters have not provided any legal, regulatory, tax, accounting or insurance advice in any jurisdiction. Credit. Each of the Depositor and Ford Credit waives, to the full extent permitted by applicable law, law any claims it may have against the Underwriters related to arising from an alleged breach of fiduciary duty in connection with the offering of the Offered Publicly Registered Notes. View More
No Fiduciary Duty. The Depositor and Ford Credit acknowledge that in connection with the offering of the Offered Publicly Registered Notes: (a) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Depositor Depositor, Ford Credit or Ford Credit, any other person, (b) the Underwriters owe the Depositor and Ford Credit only those duties and obligations stated set forth in this Agreement, Agreement and (c) the Underwriters may have interests that differ from those of the... Depositor and Ford Credit and (d) the Underwriters have not provided any legal, regulatory, tax, accounting or insurance advice in any jurisdiction. Credit. Each of the Depositor and Ford Credit waives, to the full extent permitted by applicable law, law any claims it may have against the Underwriters related to arising from an alleged breach of fiduciary duty in connection with the offering of the Offered Publicly Registered Notes. View More
