Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the Agent, which shall not be unreasonably withheld, conditioned or delayed, and the Agent represents, warrants and agrees that, unless it obtains the prior consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise consti
...tute a "free writing prospectus," as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 23 hereto are Permitted Free Writing Prospectuses. 35 24. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. The Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. No Agent has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Agent and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent shall not 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, other than in respect of the Agent's obligations under this Agreement and to keep information provided by the Company to the Agent and its counsel confidential to the extent not otherwise publicly-available.
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Permitted Free Writing Prospectuses. The
Company Partnership represents, warrants and agrees that, unless it obtains the prior consent of the
Agent, which Agent (which consent shall not be unreasonably
withheld, conditioned withheld or
delayed, delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior consent of the
Company, which shall not be unreasonably withheld, conditioned or delayed, Partnership, it has not made and will not make any offer relating to the Placement
Shares Units that would const
...itute an Issuer Free Writing Prospectus, or that would otherwise constitute a "free writing prospectus," as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, Partnership, as the case may be, is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company Partnership represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 23 hereto are Permitted Free Writing Prospectuses. 35 24. Absence 32 23.Absence of Fiduciary Relationship. The Company Partnership acknowledges and agrees that: a. The (a)The Agent is acting solely as agent in connection with the public offering of the Placement Shares Units and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company Partnership or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent has advised or is advising the Company Partnership on other matters, and the Agent has no obligation to the Company Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it (b)it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. No (c)the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it (d)it is aware that the Agent and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Partnership and the Agent has no obligation to disclose such interests and transactions to the Company Partnership by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it (e)it waives, to the fullest extent permitted by law, any claims it may have against the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares Units under this Agreement and agrees that the Agent shall not 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, Partnership, employees or creditors of Company, Partnership, other than in respect of the Agent's obligations under this Agreement and to keep information provided by the Company Partnership to the Agent and its the Agent's counsel confidential to the extent not otherwise publicly-available.
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Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the
Agent, which Agents (which shall not be unreasonably withheld, conditioned or
delayed, delayed), and the
Agent represents, warrants Agents represent, warrant and
agrees agree, severally and not jointly, that, unless
it obtains they obtain the prior consent of the Company,
which shall not be unreasonably withheld, conditioned or delayed, it has they have not made and will not make any offer relating to th
...e Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a "free writing prospectus," as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, as the case may be, is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 23 hereto are Permitted Free Writing Prospectuses. 35 37 24. Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership acknowledges and agrees that: a. The Agent is Agents are acting solely as agent agents in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company and the Operating Partnership or any of its their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Agent, Agents, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent has Agents have advised or is are advising the Company or the Operating Partnership on other matters, and the Agent has Agents have no obligation to the Company or the Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. No Agent has the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Agent Agents and its respective their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agent has Operating Partnership and the Agents have no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against the Agent Agents for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent Agents shall not 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, Company and the Operating Partnership, employees or creditors of Company, Company and the Operating Partnership, other than in respect of the Agent's Agents' obligations under this Agreement and to keep information provided by the Company and the Operating Partnership to the Agent Agents and its their counsel confidential to the extent not otherwise publicly-available.
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Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the
Agent, which shall not be unreasonably withheld, conditioned or delayed, Agents and the
Agent represents, warrants Agents represent, warrant and agrees that, unless
it obtains they obtain the prior consent of the
Company, which shall not be unreasonably withheld, conditioned or delayed, it has Company they have not made and will not make any offer relating to the Placement Shares that would constitute an
... Issuer Free Writing Prospectus, or that would otherwise constitute a "free writing prospectus," as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, as the case may be, is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 23 C hereto are Permitted Free Writing Prospectuses. 35 24. 27 23. Absence of Fiduciary Relationship. The Each of the Company acknowledges and agrees the Operating Partnership acknowledge and agree that: a. The (a) each Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company Company, the Operating Partnership or any of its their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Agent, Agents, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent has Agents have advised or is are advising the Company on other matters, and the Agent has Agents have no obligation to the Company or the Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Placement Shares sold pursuant to this Agreement was not established by the Agents; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. No Agent has (d) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has they have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate; d. (e) it is aware that the Agent Agents and its respective their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, and that the Agent has Agents have no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against the Agent Agents for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent Agents shall not 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, Company or the Operating Partnership, employees or creditors of Company, the Company or the Operating Partnership, other than in respect of the each Agent's obligations under this Agreement and to keep information provided by the Company and the Operating Partnership to the Agent Agents and its counsel for the Agents confidential to the extent not otherwise publicly-available.
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Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the
Agent, Agents, which
consent shall not be unreasonably withheld, conditioned or delayed, and
the each Agent represents, warrants and agrees that, unless it obtains the prior consent of the Company, which
consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, o
...r that would otherwise constitute a "free writing prospectus," as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, as the case may be, is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 23 B hereto are Permitted Free Writing Prospectuses. 35 24. Absence 40 24.Absence of Fiduciary Relationship. The Each of the Company acknowledges and the Operating Partnership acknowledge and agrees that: a. The (a)Each Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company Company, the Operating Partnership or any of its their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Agent, Agents, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the an Agent has advised or is advising the Company on other matters, and the an Agent has no obligation to the Company or the Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it (b)it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. No Agent has (c)the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it (d)it is aware that the Agent Agents and its their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agent has Operating Partnership and the Agents have no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it (e)it waives, to the fullest extent permitted by law, any claims it may have against the Agent Agents for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent Agents shall not 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, Company or the Operating Partnership, employees or creditors of Company, the Company or the Operating Partnership, other than in respect of the Agent's Agents' obligations under this Agreement and to keep information provided by the Company and the Operating Partnership to the Agent Agents and its their counsel confidential to the extent not otherwise publicly-available.
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Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of
the Agent, which shall MLV (such consent not
to be unreasonably withheld, conditioned or
delayed, delayed), and
the Agent MLV represents, warrants and agrees that, unless it obtains the prior consent of the
Company, which shall Company (such consent not
to be unreasonably withheld, conditioned or
delayed, delayed), it has not made and will not make any offer relating to the Placement Shares that would consti
...tute an Issuer Free Writing Prospectus, or that would otherwise constitute a "free writing prospectus," as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent MLV or by the Company, as the case may be, is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 23 hereto are Permitted Free Writing Prospectuses. 35 24. 32 25. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. The Agent (a) MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or 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 Agent, MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent MLV has advised or is advising the Company on other matters, and the Agent MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. No Agent (c) MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that the Agent MLV and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agent MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against the Agent MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent MLV shall not 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, other than in respect of the Agent's MLV's obligations under this Agreement and to keep information provided by the Company to the Agent MLV and its MLV's counsel confidential to the extent not otherwise publicly-available.
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Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of
the Agent, MLV, which
consent shall not be unreasonably withheld, conditioned or delayed, and
the Agent MLV represents, warrants and agrees that, unless it obtains the prior consent of the Company, which
consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or th
...at would otherwise constitute a "free writing prospectus," as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent MLV or by the Company, as the case may be, is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 23 hereto are Permitted Free Writing Prospectuses. 35 26 24. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. The Agent (a) MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or 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 Agent, MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent MLV has advised or is advising the Company on other matters, and the Agent MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. No Agent (c) MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that the Agent MLV and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agent MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against the Agent MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent MLV shall not 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, other than in respect of the Agent's MLV's obligations under this Agreement and to keep information provided by the Company to the Agent MLV and its MLV's counsel confidential to the extent not otherwise publicly-available.
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Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of
the Agent, which shall not be unreasonably withheld, conditioned or delayed, MLV, and
the Agent MLV represents, warrants and agrees that, unless it obtains the prior consent of the Company,
which shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwi
...se constitute a "free writing prospectus," as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent MLV or by the Company, as the case may be, is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 23 hereto are Permitted Free Writing Prospectuses. 35 24. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. The Agent MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or 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 Agent, MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent MLV has advised or is advising the Company on other matters, and the Agent MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. No Agent MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Agent MLV and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agent MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against the Agent MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent MLV shall not 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, other than in respect of the Agent's MLV's obligations under this Agreement and to keep information provided by the Company to the Agent MLV and its MLV's counsel confidential to the extent not otherwise publicly-available.
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Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of
the Agent, which shall not be unreasonably withheld, conditioned or delayed, FBR, and
the Agent FBR represents, warrants and agrees that, unless it obtains the prior consent of the Company,
which shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement
Shares Notes that would constitute an Issuer Free Writing Prospectus, or that would o
...therwise constitute a "free writing prospectus," as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent FBR or by the Company, as the case may be, is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 23 hereto are Permitted Free Writing Prospectuses. 35 29 24. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. The Agent FBR is acting solely as agent in connection with the public offering of the Placement Shares Notes and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or 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 Agent, FBR, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent FBR has advised or is advising the Company on other matters, and the Agent FBR has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. No Agent FBR has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Agent FBR and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agent FBR has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against the Agent FBR for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares Notes under this Agreement and agrees that the Agent FBR shall not 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, other than in respect of the Agent's FBR's obligations under this Agreement and to keep information provided by the Company to the Agent FBR and its counsel confidential to the extent not otherwise publicly-available.
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Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of
the Agent, MLV, which
consent shall not be unreasonably withheld, conditioned or delayed, and
the Agent MLV represents, warrants and agrees that, unless it obtains the prior consent of the Company, which
consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or th
...at would otherwise constitute a "free writing prospectus," as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent MLV or by the Company, as the case may be, is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 23 hereto are Permitted Free Writing Prospectuses. 35 34 24. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. The Agent MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or 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 Agent, MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent MLV has advised or is advising the Company on other matters, and the Agent MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. No Agent MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Agent MLV and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agent MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against the Agent MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent MLV shall not 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, other than in respect of the Agent's MLV's obligations under this Agreement and to keep information provided by the Company to the Agent MLV and its MLV's counsel confidential to the extent not otherwise publicly-available.
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Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of
the Agent, which shall FBR (such consent not
to be unreasonably withheld, conditioned or
delayed, delayed), and
the Agent FBR represents, warrants and agrees that, unless it obtains the prior consent of the
Company, which shall Company (such consent not
to be unreasonably withheld, conditioned or
delayed, delayed), it has not made and will not make any offer relating to the Placement Shares that would consti
...tute an Issuer Free Writing Prospectus, or that would otherwise constitute a "free writing prospectus," as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent FBR or by the Company, as the case may be, is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus," as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 23 hereto are Permitted Free Writing Prospectuses. 35 36 24. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. The Agent FBR is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or 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 Agent, FBR, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent FBR has advised or is advising the Company on other matters, and the Agent FBR has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. No Agent FBR has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Agent FBR and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agent FBR has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against the Agent FBR for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent FBR shall not 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, other than in respect of the Agent's FBR's obligations under this Agreement and to keep information provided by the Company to the Agent FBR and its counsel confidential to the extent not otherwise publicly-available.
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