No Fiduciary Duty Clause Example with 734 Variations from Business Contracts
This page contains No Fiduciary Duty clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "No Fiduciary Duty" Clause from Business Contracts
No Fiduciary Duty. The Company hereby acknowledges that (a) Notwithstanding any preexisting relationship, advisory or otherwise, between the purchase and sale parties or any oral representations or assurances previously or subsequently made by any of the Securities pursuant to this Agreement is an arm's-length commercial transaction Underwriters and the Partnership Entities acknowledge and agree that (i) nothing herein shall create a fiduciary or agency relationship between the Company, Partnership Entities, on th...e one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, (b) other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as principal and not as an agent advisors, expert or fiduciary of otherwise, to the Company and (c) the Company's engagement of the Underwriters Partnership Entities in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Partnership Entities, on the one hand, and the process leading up to Underwriters, on the offering other hand, is as independent contractors entirely and not in any other capacity. Furthermore, solely commercial, and the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any price of the Units was established by the Partnership Parties and the Underwriters has advised or is currently advising based on discussions and arms' length negotiations and the Company on related or other matters). The Company agrees that it will not claim Partnership Entities understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any duties and obligations that the Underwriters may have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Partnership Entities shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in connection this Agreement to the contrary, the Partnership Entities acknowledge that the Underwriters may have financial interests in the success of this offering that are not limited to the difference between the price to the public and the purchase price paid to the Partnership by the Underwriters for the Units and that such interests may differ from the interests of the Partnership Entities and the Underwriters have no obligation to disclose, or account to the Partnership Entities for any benefit they may derive from such additional financial interests. The Partnership Entities hereby waive and release, to the fullest extent permitted by applicable law, any claims that the Partnership Entities may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Partnership Entities in respect of such transaction a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the process leading thereto. Partnership Entities or any of their respective members, managers, employees or creditors. 38 16. Applicable Law; Counterparts. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK. This Agreement may be signed in various counterparts, which together shall constitute one and the same instrument. View More
No Fiduciary Duty. The Company hereby Partnership acknowledges and agrees that (a) (i) the purchase and sale of the Securities Units pursuant to this Agreement is an arm's-length commercial transaction between the Company, Partnership, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, (b) (ii) in connection therewith and with the Underwriters are process leading to such transaction each Underwriter is acting solely as a principal and not as an the a...gent or fiduciary of the Company and (c) the Company's engagement Partnership, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Underwriters in connection Partnership 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. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company Partnership on related other matters) or any other matters). obligation to the Partnership except the obligations expressly set forth in this Agreement and (iv) the Partnership has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company Partnership agrees that it will not claim that any of the Underwriters have has rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the Company, Partnership, in connection with such transaction or the process leading thereto. 28 14. Research Independence. In addition, the Partnership acknowledges 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 views and make statements or investment recommendations and/or publish research reports with respect to the Partnership and/or the offering that differ from the views of its investment bankers. The Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that the Partnership may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Partnership by such Underwriters' investment banking divisions. The Partnership acknowledges that each of the Underwriters 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 (a) Notwithstanding any pre-existing relationship, advisory or otherwise, between the purchase and sale parties or any oral representations or assurances previously or subsequently made by any of the Securities pursuant to this Agreement is an arm's-length commercial transaction Underwriters, the Company and the Selling Stockholders, the Underwriters, the Company and the Selling Stockholders acknowledge and agree that (i) nothing herein shall create a fiducia...ry or agency relationship between (x) the Company, Company and any Selling Stockholder, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, (b) the Underwriters are acting as principal and not as an agent other hand or fiduciary of (y) the Company and (c) the Company's engagement of any Selling Stockholder; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to the Company or the Selling Stockholders in connection with this offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, the Selling Stockholders, and the process leading up Underwriters is entirely and solely commercial, and the price of the Shares was established by the Selling Stockholders and the Underwriters based on discussions and arms' length negotiations and the Company and the Selling Stockholders understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any duties and obligations that the Underwriters may have to the offering is as independent contractors Company and not the Selling Stockholders shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in any other capacity. Furthermore, this Agreement to the contrary, the Company agrees and the Selling Stockholders acknowledge that it is solely responsible the 37 Underwriters may have financial interests in the success of this public offering that are not limited to the difference between the price to the public and the purchase price paid to the Selling Stockholders for making its own judgments the Shares and such interests may differ from the interests of the Selling Stockholders, and the Underwriters have no obligation to disclose, or account to the Selling Stockholders for any benefit they may derive from such additional financial interests. The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by the applicable law, any claims they may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Selling Stockholders in connection with respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the offering (irrespective of whether Company, any Selling Stockholder or any of the Underwriters has advised other stockholders, managers, employees or is currently advising creditors of 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. Company. View More
No Fiduciary Duty. The Company hereby acknowledges and the Selling Stockholders acknowledge and agree that (a) the purchase and in connection with this offering, sale of the Securities pursuant Stock or any other services the Underwriters may be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters...: (a) no fiduciary or agency relationship between the Company, Selling Stockholders and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, exists; (b) the Underwriters are not acting as principal advisors, expert or otherwise, to either the Company or the Selling Stockholders, including, without limitation, with respect to the determination of the public offering price of the Stock, and not as an agent such relationship between the Company and the Selling Stockholders, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company or fiduciary Selling Stockholders shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company and the Selling Stockholders. The Company and the Selling Stockholders hereby waive any claims that the Company or the Selling Stockholders may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. 33 16. Notices, etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to Goldman, Sachs & Co., 200 West Street, New York, New York 10282 (fax: (212) 902-9316); Attention: Registration Department; (b) if to the Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: General Counsel; and (c) if to any Selling Stockholder, shall be delivered or sent by mail or facsimile transmission to such Selling Stockholder at the Company's engagement address set forth on Schedule II hereto. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company and the Selling Stockholders shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters in connection by Goldman, Sachs & Co., and the Company and the Underwriters shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Selling Stockholders by the Custodian. In accordance with the offering 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 and the process leading up Selling Stockholders, which information may include the name and address of their respective clients, as well as other information that will allow the underwriters 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. properly identify their respective clients. View More
No Fiduciary Duty. The Company hereby acknowledges and agrees that in connection with this offering, or any other services the Initial Purchaser may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Initial Purchaser: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Initial Purchaser, on the other, exis...ts; (b) the Initial Purchaser is not acting as advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the purchase and sale price of the Securities pursuant to this Agreement is an arm's-length commercial transaction Notes or the OrbiMed Notes, and such relationship between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, Initial Purchaser, on the other, (b) is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters are acting as principal Initial Purchaser may have to the Company shall be limited to those duties and not as an agent or fiduciary obligations specifically stated herein; (d) the Initial Purchaser and its affiliates may have interests that differ from those of the Company; and (e) the Company has consulted its own legal and (c) financial advisors to the Company's engagement extent it deemed appropriate. The Company hereby waives any claims that the Company may have against the Initial Purchaser with respect to any breach of the Underwriters fiduciary duty in connection with the offering Notes or the OrbiMed Notes. 18. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one 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. same instrument. View More
No Fiduciary Duty. The Company hereby acknowledges and the Guarantor acknowledge and agree that in connection with this offering, or any other services the Initial Purchaser may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Initial Purchaser: (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction no... fiduciary or agency relationship between the Company, the Guarantor and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Initial Purchaser, on the other, exists; (b) the Underwriters are Initial Purchaser is not acting as principal advisors, expert or otherwise, to the Company or the Guarantor, including, without limitation, with respect to the determination of the purchase price of the Notes, and not as an agent or fiduciary such relationship between the Company and the Guarantor, on the one hand, and the Initial Purchaser, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Initial Purchaser may have to the Company and the Guarantor shall be limited to those duties and obligations specifically stated herein; (d) 30 the Initial Purchaser and its respective affiliates may have interests that differ from those of the Company and (c) the Company's engagement Guarantor; and (e) the Company and the Guarantor have consulted their own legal and financial advisors to the extent they deemed appropriate. The Company and the Guarantor hereby waive any claims that the Company and the Guarantor may have against the Initial Purchaser with respect to any breach of the Underwriters fiduciary duty 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. Notes. View More
No Fiduciary Duty. The Company hereby acknowledges and the Selling Stockholder acknowledge and agree that (a) the purchase and in connection with this offering, sale of the Securities pursuant Stock or any other services the Underwriters may be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters:... (a) no fiduciary or agency relationship between the Company, Selling Stockholder and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, exists; (b) the Underwriters are not acting as principal advisors, expert or otherwise, to either the Company or the Selling Stockholder, including, without limitation, with respect to the determination of the public offering price of the Stock, and not as an agent such relationship between the Company and the Selling Stockholder, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company or fiduciary Selling Stockholder shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company and the Selling Stockholder. The Company and the Selling Stockholder hereby waive any claims that the Company or the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. 32 16. Notices, etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to Goldman, Sachs & Co., 200 West Street, New York, New York 10282 (fax: (212) 902-9316); Attention: Registration Department; (b) if to the Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: General Counsel; and (c) if to the Company's engagement Selling Stockholder, shall be delivered or sent by mail or facsimile transmission to the Selling Stockholder at the address set forth on Schedule II hereto. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company and the Selling Stockholder shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters in connection by Goldman, Sachs & Co. and Citigroup Global Markets Inc., and the Company and the Underwriters shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Selling Stockholder. In accordance with the offering 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 and the process leading up Selling Stockholder, which information may include the name and address of their respective clients, as well as other information that will allow the underwriters 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. properly identify their respective clients. View More
No Fiduciary Duty. The Company hereby and each Selling Stockholder acknowledges and agrees that (a) the purchase and in connection with this offering, sale of the Securities pursuant Stock or any other services the Underwriters may be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fi...duciary or agency relationship between the Company, any Selling Stockholder and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, other hand, exists; (b) the Underwriters are not acting as principal advisors, expert or otherwise, to the Company or any Selling Stockholder, including, without limitation, with respect to the determination of the public offering price of the Stock, and not as an agent or fiduciary such relationship between the Company and any Selling Stockholder, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company and any Selling Stockholder shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company and (c) any Selling Stockholder. The Company and each Selling Stockholder hereby waives and agrees not to assert any claims that the Company's engagement of Company and any Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. Each Selling Stockholder further acknowledges and agrees that, although the Underwriters may provide such Selling Stockholder with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering and of the process leading up Stock, the Underwriters are not making a recommendation to any Selling Stockholder to participate in the offering or sell any Stock at the price set forth in Section 3 hereof, and nothing set forth in such disclosures or documentation is as independent contractors and not in intended to suggest that any other capacity. Furthermore, the Company agrees that it Underwriter is solely responsible for making its own judgments in connection such a recommendation. 36 21. Patriot Act. In accordance with the offering (irrespective of whether any requirements 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 USA PATRIOT Act (Title III of Pub. L, 107-56 (signed into law October 26, 2001)), the Underwriters have rendered advisory services are required to obtain, verify and record information that identifies their clients, which may include the name and address of any nature or respect, or owe an agency, fiduciary or similar duty their clients, as well as other information that will allow the Underwriters to the Company, in connection with such transaction or the process leading thereto. properly identify their clients. View More
No Fiduciary Duty. The Company hereby Partnership acknowledges and agrees that (a) the purchase and in connection with this offering, sale of the Securities pursuant Units or any other services the Underwriters may be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the Company, parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary ...or agency relationship between the Partnership Parties and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, exists; (b) the Underwriters are not acting as principal and not as an agent advisors, expert or fiduciary otherwise, to the Partnership Parties, including, without limitation, with respect to the determination of the Company and (c) the Company's engagement public offering price of the Units, and such relationship between the Partnership Parties, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Partnership Parties shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Partnership Parties. The Partnership hereby waives any claims that they may have against the Underwriters with respect to any breach of fiduciary duty 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. this offering. View More
No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and in connection with this offering, sale of the Securities pursuant Stock or any other services the Underwriters may be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationshi...p between the Company and any other person, on the one hand, and the Underwriters, on the other hand, exists; (b) the Underwriters are not acting as advisors, expert or otherwise and are not providing a recommendation or investment advice, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, based on arms-length negotiations and, as such, not intended for use by any individual for personal, family or household purposes; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company; and (e) does not constitute a solicitation of any affiliate through which it action by the Underwriters. The Company hereby (x) waives any claims that the Company may be acting, on the other, (b) have against the Underwriters are acting as principal with respect to any breach of fiduciary duty in connection with this offering and not as an agent or fiduciary (y) agree that none of the Company and (c) the Company's engagement activities of the Underwriters in connection with the offering transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial, regulatory and the process leading up tax advisors to the offering is as independent contractors extent deemed appropriate. 33 14. Notices, etc. All statements, requests, notices and not agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any other capacity. Furthermore, notice pursuant to Section 8(d), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, fax: (212) 622-8358, Attention: Equity Syndicate Desk; BMO Capital Markets Corp., 3 Times Square, New York, New York 10036 (fax: 212-702-1205), Attention: Legal Department; and Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010, Attention: IB-Legal. (b) if to the Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company agrees that it is solely responsible for making its own judgments set forth in connection the Registration Statement, Attention: Shannon Drake, General Counsel and Chief Legal Officer, 400 Interstate North Parkway SE, Suite 1600, Atlanta, Georgia 30339, (678) 385, 4005, with a copy (which shall not constitute notice) to Greenberg Traurig, P.A., Attention: Drew M. Altman, 333 S.E. 2nd Avenue, Miami, Florida 33131, Fax: (305) 961-5589. Any such statements, requests, notices or agreements shall take effect at the offering (irrespective time of whether receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters has advised or is currently advising by Barclays Capital Inc. on behalf of 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. Representatives. View More
