Persons Entitled to Benefit of Agreement Clause Example with 57 Variations from Business Contracts

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 7. 6(e) hereof. Nothing in this Agreement herein is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors and assigns" as herein used shal...l not include any purchaser, as such purchaser, of any of the Securities Shares from any Underwriter. -33- 13. the Agent. 33 12. Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) each Underwriter the Agent has been retained solely to act as underwriter a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company's affiliates, including directors, equity holders, creditors, employees or agents) (collectively, the "Company Representatives"), on the one hand, and any Underwriter the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, hereby, irrespective of whether the Underwriter Agent has advised or is advising the Company on other matters; matters and irrespective of the use of the defined term "Agent"; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents (collectively, the "Agent Representatives") shall have any duty or obligation to the Company or any Company Representative except as set forth herein; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agent; (d) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (c) it hereby; (e) the Company has been advised that the Underwriters Agent and their affiliates the Agent Representatives are engaged in a broad range of transactions that which may involve interests that differ from those of the Company and that the Underwriters Agent and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it relationship, or otherwise; (f) the Company has been advised that each Underwriter the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, hereby, solely for the benefit of such Underwriter, the Agent, and not on behalf of the Company. Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated hereby and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives. Neither the Agent nor any Agent Representative has provided any legal, accounting, tax or regulatory advice with respect to the transactions contemplated hereby, and the Company has consulted its own legal, accounting, tax and regulatory advisors to the extent it has deemed appropriate. View More

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 7. 5. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors and assigns" as herein used shall not include any... purchaser, as such purchaser, of any of the Securities Shares from any Underwriter. -33- 13. the Agents. 29 11. Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) each Underwriter has the Agents have been retained solely to act as underwriter sales agents in connection with the sale issuance of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company's affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Company Representatives"), on the one hand, and any Underwriter the Agents on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Agents have advised or is are advising the Company on other matters; matters and irrespective of the use of the defined terms "Agent" and "Agents;" (b) neither the Agents nor any of their respective affiliates (including directors, equity holders, creditors, employees or agents, hereafter, "Agent Representatives") shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agents; (d) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (c) it (e) the Company has been advised that the Underwriters Agents and their affiliates the Agent Representatives are engaged in a broad range of transactions that which may involve interests that differ from those of the Company and that the Underwriters Agents and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it relationship, or otherwise; (f) the Company has been advised that each Underwriter is the Agents are acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, the Agents, and not on behalf of the Company. Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agents or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agents and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives. View More

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 7. 5(e). Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors and assigns" as herein used shall not include ...any purchaser, as such purchaser, of any of the Securities Shares from any Underwriter. -33- 13. Absence the Agents. 32 11.Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) each Underwriter has the Agents have been retained solely to act as underwriter a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company's affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Company Representatives"), on the one hand, and any Underwriter the Agents on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Agents have advised or is advising the Company on other matters; matters and irrespective of the use of the defined term "Agent;" (b) none of the Agents nor any of their respective affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Agent Representatives") shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agents; (d) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (c) it (e) the Company has been advised that the Underwriters Agents and their affiliates the Agent Representatives are engaged in a broad range of transactions that which may involve interests that differ from those of the Company and that the Underwriters Agents and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it relationship, or otherwise; (f) the Company has been advised that each Underwriter is the Agents are acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, the Agents, and not on behalf of the Company. Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agents or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agents and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives. View More

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 7. 5. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors and assigns" as herein used shall not include any... purchaser, as such purchaser, of any of the Securities Shares from any Underwriter. -33- 13. the Agent. 32 11. Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) each Underwriter the Agent has been retained solely to act as underwriter a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company's affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Company Representatives"), on the one hand, and any Underwriter the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter Agent has advised or is advising the Company on other matters; matters and irrespective of the use of the defined term "Agent;" (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Agent Representatives") shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agent; (d) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (c) it (e) the Company has been advised that the Underwriters Agent and their affiliates the Agent Representatives are engaged in a broad range of transactions that which may involve interests that differ from those of the Company and that the Underwriters Agent and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it relationship, or otherwise; (f) the Company has been advised that each Underwriter the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, the Agent, and not on behalf of the Company. Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives. Neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. View More

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 7. 5. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors and assigns" as herein used shall not include any... purchaser, as such purchaser, of any of the Securities Shares from any Underwriter. -33- 13. the Agent. 33 11. Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) each Underwriter the Agent has been retained solely to act as underwriter a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company's affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Company Representatives"), on the one hand, and any Underwriter the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter Agent has advised or is advising the Company on other matters; matters and irrespective of the use of the defined term "Agent;" (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Agent Representatives") shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agent; (d) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (c) it (e) the Company has been advised that the Underwriters Agent and their affiliates the Agent Representatives are engaged in a broad range of transactions that which may involve interests that differ from those of the Company and that the Underwriters Agent and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it relationship, or otherwise; (f) the Company has been advised that each Underwriter the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, the Agent, and not on behalf of the Company. Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives. View More

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 7. 5(e). Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors and assigns" as herein used shall not include ...any purchaser, as such purchaser, of any of the Securities Shares from any Underwriter. -33- 13. the Agent. 33 11. Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) each Underwriter the Agent has been retained solely to act as underwriter a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company's affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Company Representatives"), on the one hand, and any Underwriter the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter Agent has advised or is advising the Company on other matters; matters and irrespective of the use of the defined term "Agent;" (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Agent Representatives") shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (b) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agent; (c) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (c) it the Company has been advised that the Underwriters Agent and their affiliates the Agent Representatives are engaged in a broad range of transactions that which may involve interests that differ from those of the Company and that the Underwriters Agent and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship, or otherwise; (d) it the Company has been advised that each Underwriter the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, the Agent, and not on behalf of the Company. Company; and (e) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives. View More

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 7. 5. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors and assigns" as herein used shall not include any... purchaser, as such purchaser, of any of the Securities Shares from any Underwriter. -33- 13. the Agent. 25 11. Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) each Underwriter the Agent has been retained solely to act as underwriter a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company's affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Company Representatives"), on the one hand, and any Underwriter the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter Agent has advised or is advising the Company on other matters; matters and irrespective of the use of the defined term "Agent;" (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Agent Representatives") shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (b) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agent; (c) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (c) it the Company has been advised that the Underwriters Agent and their affiliates the Agent Representatives are engaged in a broad range of transactions that which may involve interests that differ from those of the Company and that the Underwriters Agent and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship, or otherwise; (d) it the Company has been advised that each Underwriter the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, the Agent, and not on behalf of the Company. Company; and (e) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives. View More

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 7. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors and assigns" as herein used shall not include any pu...rchaser, as such purchaser, of any of the Securities Shares from any the Underwriter. -33- 30 13. Absence ABSENCE OF FIDUCIARY RELATIONSHIP. Each of Fiduciary Relationship. The the Company acknowledges and agrees the Selling Stockholder acknowledge and agree that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company or the Selling Stockholder, on the one hand, and any Underwriter the Underwriter, on the other, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is are advising the Company or the Selling Stockholder on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company Selling Stockholder following discussions and arms-length negotiations with the Underwriters Underwriter and the Company Selling Stockholder is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that which may involve interests that differ from those of the Company or the Selling Stockholder and that the Underwriters have Underwriter has no obligation to disclose such interest and transactions to the Company or the Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company. Company or the Selling Stockholder. View More

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 7. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors and assigns" as herein used shall not include any pu...rchaser, as such purchaser, of any of the Securities Shares from any Underwriter. -33- -30- 13. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has of the Underwriters and the QIU have been retained solely to act as underwriter and/or as "qualified independent underwriter" within the meaning of FINRA Rule 5121, as applicable, in connection with the sale of the Securities Shares, and that no fiduciary, advisory or agency relationship between the Company and any Underwriter or the QIU has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter or the QIU has advised or is advising the Company on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the QIU, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriters, the QIU and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter or the Underwriters have no QIU has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter and the QIU is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, Underwriter or QIU, as applicable, and not on behalf of the Company. View More

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 7. 6. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors and assigns" as herein used shall not include any... purchaser, as such purchaser, of any of the Securities from any Underwriter. -33- of the several Underwriters. -35- 13. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Representatives have been retained solely to act as an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Representatives have advised or is are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; Representatives; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions that which may involve interests that differ from those of the Company and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that each Underwriter is the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, the Representatives and the other Underwriters, and not on behalf of the Company; (e) it waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. View More