Common use of Arm’s-Length Terms Clause in Contracts

Arm’s-Length Terms. The Company acknowledges and agrees that (i) the purchase and sale of the Debt Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, 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 Company or Parent, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or Parent with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Parent on other matters) or any other obligation to the Company or Parent except the obligations expressly set forth in this Agreement and (iv) the Company and Parent have consulted their own legal and financial advisors to the extent they deemed appropriate. The Company 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 the Company, in connection with such transaction or the process leading thereto.

Appears in 4 contracts

Sources: Underwriting Agreement (Everest Reinsurance Holdings Inc), Underwriting Agreement (Everest Reinsurance Holdings Inc), Underwriting Agreement (Everest Reinsurance Holdings Inc)

Arm’s-Length Terms. The Company acknowledges and agrees that (i) the purchase and sale of the Debt Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, 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 transaction the Underwriters are acting solely as a principal and not the agent or fiduciary of the Company or ParentCompany, (iii) no Underwriter has the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company or Parent with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has the Underwriters have advised or is are currently advising the Company or Parent on other matters) or any other obligation to the Company or Parent except the obligations expressly set forth in this Agreement and (iv) the Company and Parent have has consulted their its own legal and financial advisors to the extent they it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has Underwriters have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 4 contracts

Sources: Underwriting Agreement (Huntington Bancshares Inc/Md), Underwriting Agreement (Huntington Bancshares Inc/Md), Underwriting Agreement (Huntington Bancshares Inc/Md)

Arm’s-Length Terms. The Company acknowledges and agrees that (i) the purchase and sale of the Debt Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, 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 transaction the Underwriters are acting solely as a principal and not the agent or fiduciary of the Company or ParentCompany, (iii) no Underwriter has the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company or Parent with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has the Underwriters have advised or is are currently advising the Company or Parent on other matters) or any other obligation to the Company or Parent except the obligations expressly set forth in this Agreement and (iv) the Company and Parent have has consulted their its own legal and financial advisors to the extent they it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has Underwriters have 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.

Appears in 4 contracts

Sources: Underwriting Agreement (Huntington Bancshares Inc/Md), Underwriting Agreement (Huntington Bancshares Inc/Md), Underwriting Agreement (Huntington Bancshares Inc/Md)

Arm’s-Length Terms. The Company acknowledges and agrees that (i) the purchase and sale of the Debt Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the otherother hand, (ii) in connection therewith and with the process leading to such transaction, transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or Parent, Company; (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or Parent with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Parent on other matters) or any other obligation to the Company or Parent except the obligations expressly set forth in this Agreement and (iv) the Company and Parent have has consulted their its own legal and financial advisors to the extent they it deemed appropriate. The Company 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 the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Sources: Underwriting Agreement (Fifth Third Bancorp)

Arm’s-Length Terms. The Company acknowledges and agrees that (i) the purchase and sale of the Debt Securities Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, 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 transaction the Underwriters are acting solely as a principal and not the agent or fiduciary of the Company or ParentCompany, (iii) no Underwriter has the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company or Parent with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has the Underwriters have advised or is are currently advising the Company or Parent on other matters) or any other obligation to the Company or Parent except the obligations expressly set forth in this Agreement and (iv) the Company and Parent have has consulted their its own legal and financial advisors to the extent they it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has Underwriters have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Sources: Underwriting Agreement (Huntington Bancshares Inc/Md)

Arm’s-Length Terms. The Company acknowledges and agrees that (i) the purchase and sale of the Debt Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, 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 transaction the Underwriters are acting solely as a principal and not the agent or fiduciary of the Company or ParentCompany, (iii) no Underwriter has the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company or Parent with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has the Underwriters have advised or is currently advising the Company or Parent on other matters) or any other obligation to the Company or Parent except the obligations expressly set forth in this Agreement and (iv) the Company and Parent have has consulted their its own legal and financial advisors to the extent they it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has Underwriters have 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.

Appears in 1 contract

Sources: Underwriting Agreement (Huntington Bancshares Inc/Md)