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 Cactus Parties hereby acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Cactus Parties, 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 or Cactus LLC and (c) the Company's engagement of the Underwriters in connection with the offering and the process leadin...g up to the offering is as independent contractors and not in any other capacity. Furthermore, the Cactus Parties agree that they are solely responsible for making their own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or Cactus LLC on related or other matters). The Cactus Parties agree that 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 or Cactus LLC, in connection with such transaction or the process leading thereto.View More
No Fiduciary Duty. The Each of the Cactus Parties hereby acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Cactus Parties, 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 or Cactus LLC or any of their respective affiliates (or other equity holders), creditors or employees or any ...other party, and (c) the Company's engagement of the Underwriters by the Company 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 Cactus Parties agree agrees that they are solely responsible for making their own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or Cactus LLC on related or other matters). The Each of the Cactus Parties agree that they 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 or Cactus LLC, them, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. Each of the DCP Parties hereby acknowledges that (a) the purchase and sale of the Units pursuant to this Agreement is an arm's-length commercial transaction between the DCP Parties, on the one hand, and the Underwriters and any affiliates through which 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 DCP Parties and (c) the DCP Parties' engagement of the Underwriters in connection with the offering and the process leadi...ng up to the offering is as independent contractors and not in any other capacity. Furthermore, each of the DCP Parties 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 DCP Parties on related or other matters). Each of the DCP Parties agrees that it will not claim that any of the Underwriters have rendered advisory services of any nature or respect, or owes an agency, fiduciary or similar duty to the DCP Parties, in connection with the transactions contemplated by this Agreement or the process leading thereto.View More
No Fiduciary Duty. Each of the DCP Parties hereby acknowledges that (a) the purchase and sale of the Offered Units pursuant to this Agreement is an arm's-length commercial transaction between the DCP Parties, on the one hand, and the Underwriters Managers and any affiliates through which they may be acting, on the other, (b) the Underwriters Managers are acting solely as principal a sales agents and/or principals in connection with the purchase and sale of the Offered Units and not as an agent or fiduciary of any...fiduciaries of the DCP Parties Parties, and (c) the DCP Parties' engagement of the Underwriters each Manager 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 DCP Parties agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters Manager has advised or is currently advising the DCP Parties on related or other matters). Each of the DCP Parties agrees that it will not claim that any of the Underwriters have such Manager has rendered advisory services of any nature or respect, or owes an agency, fiduciary or similar duty to the DCP Parties, in connection with the transactions contemplated by this Agreement or the process leading thereto. View More
No Fiduciary Duty. Each Enterprise Party hereby acknowledges that each Underwriter is acting solely as an underwriter in connection with the purchase and sale of the Securities. Each Enterprise Party further acknowledges that each Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's-length basis and in no event do the parties intend that each Underwriter acts or be responsible as a fiduciary to any of the Partnership Entities, their management, unit...holders, creditors or any other person in connection with any activity that each Underwriter may undertake or have undertaken in furtherance of the purchase and sale of the Securities, either before or after the date hereof. Each Underwriter hereby expressly disclaims any fiduciary or similar obligations to any of the Partnership Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Enterprise Parties hereby confirm their understanding and agreement to that effect. The Enterprise Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to any of the Partnership Entities regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to any of the Partnership Entities. Each Enterprise Party hereby waives and releases, to the fullest extent permitted by law, any claims that any Enterprise Party may have against each Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to any of the Partnership Entities in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 24 10. Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the aggregate principal amount of the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the principal amount of the Notes that it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the aggregate principal amount of the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the Partnership, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.View More
No Fiduciary Duty. Each Enterprise Spectra Party hereby acknowledges that each Underwriter is acting solely as an underwriter in connection with the purchase and sale of the Securities. Each Enterprise Spectra Party further acknowledges that each Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's-length basis and in no event do the parties intend that each Underwriter acts or be responsible as a fiduciary or financial advisor to any of the Partner...ship Spectra Entities, their management, stockholders, members, unitholders, creditors or any other person in connection with any activity that each Underwriter may undertake or have undertaken in furtherance of the purchase and sale of the Securities, either before or after the date hereof. Each Underwriter hereby expressly disclaims any fiduciary fiduciary, agency, advisory or similar obligations to any of the Partnership Spectra Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Enterprise Spectra Parties hereby confirm their understanding and agreement to that effect. The Enterprise Spectra Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to any of the Partnership Spectra Entities regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to any of the Partnership Spectra Entities. Each Enterprise Spectra Party hereby waives and releases, to the fullest extent permitted by law, any claims that any Enterprise Spectra Party may have against each Underwriter with respect to any breach or alleged breach of any fiduciary fiduciary, agency, advisory or similar duty to any of the Partnership Spectra Entities in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 24 21 10. Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the aggregate principal amount of the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the principal amount of the Notes that it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the aggregate principal amount of the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the Partnership, Spectra Parties, except that the Partnership Spectra Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Spectra Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Spectra Parties may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Spectra Parties or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement. View More
No Fiduciary Duty. The Wendy's Parties acknowledge and agree that (a) the purchase and sale of the Offered Notes pursuant to this Agreement, including the determination of the offering price of the Offered Notes and any related discounts and commissions, is an arm's-length commercial transaction between the Wendy's Parties, on the one hand, and the several Initial Purchasers, on the other hand, (b) in connection with the offering, sale and the delivery of the Offered Notes and the process leading thereto, each Ini...tial Purchaser is and has, and their respective representatives are and have, been acting solely as a principal and is not the agent or fiduciary of any Wendy's Party, any of its respective subsidiaries or its respective stockholders, creditors, employees or any other party, (c) no Initial Purchaser or any of their respective representatives has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Wendy's Party with respect to the offering, sale and delivery of the Offered Notes or the process leading thereto (irrespective of whether such Initial Purchaser or any of its representative has advised or is currently advising the Wendy's Parties or any of their respective subsidiaries on other matters) and no Initial Purchaser or its respective representative has any obligation to the Wendy's Parties with respect to the offering of the Offered Notes except the obligations expressly set forth in this Agreement, (d) the Initial Purchasers and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the Wendy's Parties, (e) any duties and obligations that the Initial Purchasers may have to the Wendy's Parties shall be limited to those duties and obligations specifically stated herein, and (f) the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Offered Notes and the Wendy's Parties have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Wendy's Parties hereby waive any claims that they each may have against the Initial Purchasers with respect to any breach of fiduciary duty in connection with the Offered Notes.View More
No Fiduciary Duty. The Wendy's Parties acknowledge and agree that (a) the purchase and sale of the Offered Notes pursuant to this Agreement, including the determination of the offering price of the Offered Notes and any related discounts and commissions, is an arm's-length commercial transaction between the Wendy's Parties, on the one hand, and the several Initial Purchasers, on the other hand, (b) in connection with the offering, sale and the delivery of the Offered Notes and the process leading thereto, each Ini...tial Purchaser is and has, and their respective representatives are and have, been acting solely as a principal and is not the agent or fiduciary of any Wendy's Party, any of its respective subsidiaries or its respective stockholders, creditors, employees or any other party, (c) no Initial Purchaser or any of their respective representatives has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Wendy's Party with respect to the offering, sale and delivery of the Offered Notes or the process leading thereto (irrespective of whether such Initial Purchaser or any of its representative has advised or is currently advising the Wendy's Parties or any of their respective subsidiaries on other matters) and no Initial Purchaser or its respective representative has any obligation to the Wendy's Parties with respect to the offering of the Offered Notes except the obligations expressly set forth in this Agreement, (d) the Initial Purchasers and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the Wendy's Parties, (e) any duties and obligations that the Initial Purchasers may have to the Wendy's Parties shall be limited to those duties and obligations specifically stated herein, and (f) the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Offered Notes and the Wendy's Parties have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Wendy's Parties hereby waive any claims that they each may have against the Initial Purchasers with respect to any breach of fiduciary duty in connection with the Offered Notes. 43 22. Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile or other means of electronic communication (including PDF file, JPEG file, Adobe Sign or DocuSign), each of which so executed shall be deemed to be an original but all such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Agreement by facsimile or any such electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement and shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law. Any electronically signed document delivered via email from a person purporting to be an authorized officer shall be considered signed or executed by such authorized officer on behalf of the applicable person and will be binding on all parties hereto to the same extent as if it were manually executed. View More
No Fiduciary Duty. The Company and the Trust hereby acknowledge that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company and the Trust, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Shares and not as a fiduciary of the Company or the Trust and (c) the Company's and the Trust's ...engagement of the Manager in connection with the offering and the process leading up to the offering is as an independent contractor and not in any other capacity. Furthermore, the Company and the Trust agree that they are solely responsible for making their own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company or the Trust on related or other matters). The Company and the Trust agree that they will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company or the Trust, in connection with such transaction or the process leading thereto.View More
No Fiduciary Duty. The Company and the Trust Trustor hereby acknowledge acknowledges that (a) the purchase and sale of the Shares Certificates pursuant to this Agreement is an arm's-length commercial transaction between the Company and the Trust, Trustor, on the one hand, and the Manager Underwriter and any affiliate through which it may be acting, on the other, (b) the Manager Underwriter is acting solely as sales agent and/or principal in connection with the purchase and sale of the Shares and not as a an agent ...or fiduciary of the Company or the Trust Trustor and (c) the Company's and the Trust's Trustor's engagement of the Manager Underwriter in connection with the offering and the process leading up to the offering is as an independent contractor and not in any other capacity. Furthermore, the Company and the Trust agree Trustor agrees that they are it is solely responsible for making their its own judgments in connection with the offering (irrespective of whether the Manager Underwriter has advised or is currently advising the Company or the Trust Trustor on related or other matters). The Company and the Trust agree Trustor agrees that they it will not claim that the Manager Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company or the Trust, Trustor in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company and the Selling Stockholders acknowledge and agree that in connection with this offering, sale of the Stock or any other services the Underwriters 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 Underwriters: (a) no fiduciary or agency relationship between the Company, the Selling Stockholders and any other person, on the o...ne hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as 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 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 the 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. 38 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 BofA Securities, Inc. at One Bryant Park, New York, New York 10036, attention of Syndicate Department (facsimile: (646) 855-3073), with a copy to ECM Legal (facsimile: (212) 230-8730); (b) if to the Company, shall be delivered or sent by mail or email transmission to BioXcel Therapeutics, Inc., 555 Long Wharf Drive, 12th Floor, New Haven, CT 06511, Attention: Chief Financial Officer, E-mail: (rsteinhart@bioxceltherapeutics.com), with a copy to Latham & Watkins LLP, 200 Clarendon Street, Boston, MA 02116, Attention: Peter N. Handrinos (Email: peter.handrinos@lw.com); and (c) if to the Selling Stockholders, shall be delivered or sent by mail or facsimile transmission to each of the Selling Stockholders 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.View More
No Fiduciary Duty. The Company and the Selling Stockholders Stockholder acknowledge and agree that in connection with this offering, sale of the Stock or any other services the Underwriters 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 Underwriters: (a) no fiduciary or agency relationship between the Company, the Selling Stockholders Stockholder and an...y other person, on the one hand, and the Underwriters, on the other, exists; exists and the purchase and sale of securities pursuant to this Agreement does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters; (b) the Underwriters are not acting as advisors, expert or otherwise, to either the Company or the Selling Stockholders, Stockholder, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company and the Selling Stockholders, 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 the Selling Stockholders 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 Stockholders. Stockholder and (e) none of the activities of the Underwriters in connection with the transaction contemplated herein constitutions a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company and the Selling Stockholders Stockholder hereby waive any claims that the Company or the Selling Stockholders Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. 38 35 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 BofA Securities, Inc. at One Bryant Park, New York, New York 10036, attention of Syndicate Department (facsimile: (646) 855-3073), with a copy to ECM Legal (facsimile: (212) 230-8730); 230-8730), with a copy to WilmerHale LLP, 7 World Trade Center, 250 Greenwich Street, New York, NY 10007, Attention: Lisa Firenze (Email: Lisa.Firenze@wilmerhale.com); (b) if to the Company, shall be delivered or sent by mail or email transmission to BioXcel Therapeutics, Inc., 555 Long Wharf Drive, 12th Floor, New Haven, CT 06511, Attention: Chief Financial Officer, E-mail: (rsteinhart@bioxceltherapeutics.com), with a copy to Latham & Watkins LLP, 200 Clarendon Street, Boston, MA 02116, Attention: Peter N. Handrinos (Email: peter.handrinos@lw.com); and (c) if to the Selling Stockholders, Stockholder, shall be delivered or sent by mail or facsimile transmission to each of the Selling Stockholders at the address set forth on Schedule II hereto. BioXcel LLC, 2614 Boston Post Road, Suite #33B, Guilford, CT 06437, with a copy to Troutman Pepper LLP, 875 Third Avenue, New York, NY 10022, Attention: Merrill M. Kraines (Email: merrill.kraines@troutman.com). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. View More
No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Offered Shares pursuant to this Agreement (including any Terms Agreement) or any Confirmation is an arm's-length commercial transaction between the Company, on the one hand, and each of the Managers and the Forward Purchasers and any affiliate through which it may be acting, on the other hand, (b) each Manager and Forward Purchaser is acting solely as sales agent and/or principal in connection with the purchase and sale of the... Company's Common Stock and not as a fiduciary of the Company and (c) the Company's engagement of the Managers and the Forward Purchasers 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 Manager or Forward Purchaser has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that any Manager or Forward 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 and the Operating Company hereby acknowledges acknowledge that (a) the purchase and sale of the Offered Shares pursuant to this Agreement (including and any applicable Terms Agreement) or any Confirmation Agreement is an arm's-length commercial transaction between the Company and the Operating Company, on the one hand, and each the Managers, the Forward Purchasers and any affiliates through which they may be acting, on the other, and does not constitute a recommendation, investment a...dvice, or solicitation of any action by the Managers or the Forward Purchasers, (b) the Managers and the Forward Purchasers and any affiliate through which it may be acting, on the other hand, (b) each Manager and Forward Purchaser is are acting solely as sales agent agent, forward seller, forward purchaser and/or principal in connection with the purchase and sale of the Company's Common Stock securities and not as a fiduciary of the Company and or the Operating Company, (c) the Company's engagement by the Company and the Operating Company of the Managers and the Forward Purchasers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. capacity, (d) the Managers and the Forward Purchasers have not provided any legal, accounting, regulatory, investment or tax advice with respect to the offering of the Shares and the Company has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate, and (e) none of the activities of the Managers and the Forward Purchasers in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Managers and the Forward Purchasers with respect to any entity or natural person. Furthermore, the Company agrees and the Operating Company agree that it is they are solely responsible for making its their own judgments in connection with the offering (irrespective of whether any Manager or the Managers and the Forward Purchaser has Purchasers have advised or is are currently advising the Company or the Operating Company on related or other matters). The Company agrees and the Operating Company agree that it they will not claim that any Manager or the Managers and the Forward Purchaser has Purchasers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company or the Operating Company, in connection with such transaction or the process leading thereto. 39 13. Integration. This Agreement and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company, the Operating Company and the Managers with respect to the subject matter hereof. View More
