Persons Entitled to Benefit of Agreement Clause Example 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. 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 Shares from any Underwriter. -30- 13. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each 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 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 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, 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 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 or QIU, as applicable, and not on behalf of the Company. View More