Arm’s Length Negotiation. The Company has not set the Unit Purchase Price through an arms-length negotiation with any Investor or Investor representative. The Company believes the price at which the Common Stock and Warrants are being offered appropriately reflects economic realities under the Company’s current circumstances. However, there can be no assurances that the Common Stock and Warrants are not worth substantially less than the price at which they are being sold.
Arm’s Length Negotiation. This Agreement is the result of arm’s-length negotiation between the Settling Parties and all Settling Parties have contributed substantially and materially to the preparation of this Agreement. No provision of this Agreement shall be interpreted or construed against any Settling Party because that Settling Party or its legal representative drafted that particular provision. Any captions and headings contained in this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
Arm’s Length Negotiation. The Company has not set the purchase price through an arms-length negotiation with Investor or Investor representative. The Company believes the price at which the Note and Warrant are being offered appropriately reflects economic realities under the Company’s current circumstances. However, there can be no assurances that the Note and Warrant are not worth substantially less than the price at which they are being sold.
Arm’s Length Negotiation. The price of the Shares and the related underwriting compensation set forth in this Agreement was established following discussions and arms-length negotiations between the Company and 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.
Arm’s Length Negotiation. The Xxx Parties acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Xxx Parties with respect to the offering of the Notes and the Guarantees contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no Initial Purchaser is advising the Xxx Parties or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Xxx Parties shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the any of the Xxx Parties with respect thereto. Any review by the Initial Purchasers of any of the Xxx Parties, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of any of the Xxx Parties. RBC Capital Markets, LLC, on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by any Xxx Parties of any one or more of the foregoing covenants or extend the time for their performance.
Arm’s Length Negotiation. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arms length negotiations conducted by and among the parties and their respective counsel.
Arm’s Length Negotiation. The Merger is being undertaken for substantial business purposes and not for the purpose of tax avoidance, and the terms of the Merger are the product of arm's-length negotiations.
Arm’s Length Negotiation. The Company acknowledges that in connection with the offering of the Notes: (i) the Initial Purchasers have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Initial Purchasers owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, (iii) the Initial Purchasers may have interests that differ from those of the Company, (iv) none of the activities of the Initial Purchasers in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Initial Purchasers with respect to any entity or natural person. The Company agrees that it will not claim that the Initial Purchasers, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. The Company waives to the full extent permitted by applicable law any claims that the Company may have against the Initial Purchasers arising from an alleged breach of fiduciary duty in connection with the offering of the Notes.
Arm’s Length Negotiation. The determination of the terms of, and the drafting of, this Settlement Agreement, including its exhibits, has been by mutual agreement after negotiation, with consideration by and participation of all Parties and their counsel. Since this Settlement Agreement was drafted with the participation of all Parties and their counsel, the presumption that ambiguities shall be construed against the drafter does not apply. Each of the Parties was represented by competent and effective counsel throughout the course of settlement negotiations and in the drafting and execution of this Settlement Agreement, and there was no disparity in bargaining power among the Parties to this Settlement Agreement.
Arm’s Length Negotiation. The Eagle Rock Parties acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Eagle Rock Parties with respect to the offering of the Notes and the Guarantees contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuers or any other person. Additionally, no Initial Purchaser is advising the Eagle Rock Parties or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Eagle Rock Parties shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to any of the Eagle Rock Parties with respect thereto. Any review by the Initial Purchasers of any of the Eagle Rock Parties, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of any of the Eagle Rock Parties. Xxxxx Fargo Securities, LLC, on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by any Eagle Rock Parties of any one or more of the foregoing covenants or extend the time for their performance.
