Time shall be of the essence of this Agreement Clause Example from Business Contracts

Time shall be of the essence of this Agreement. As used herein, the term "business day" shall mean any day when the Commission's office in Washington, D.C. is open for business. 28 16. Each OneWater Party acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the OneWater Parties, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as... a principal and not the agent or fiduciary of the OneWater Parties, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of any of the OneWater Parties with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising any of the OneWater Parties on other matters) or any other obligation to any of the OneWater Parties except the obligations expressly set forth in this Agreement and (iv) each of the OneWater Parties has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of the OneWater Parties agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any of the OneWater Parties, in connection with such transaction or the process leading thereto. The Company agrees that any suit or proceeding arising in respect of this Agreement or any transaction contemplated by this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the jurisdiction of, and to venue in, such courts. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, "tax structure" is limited to any facts that may be relevant to that treatment. View More