Arm’s Length Transaction Sample Clauses

Arm’s Length Transaction. The Bank acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of Notes 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 Bank or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Bank with respect thereto. Any review by the Underwriters of the Bank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Bank.
Arm’s Length Transaction. The Company acknowledges and agrees that (i) the Commitments, the Convertible Preferred Equity Offering and any other transactions described in this Agreement are an arm’s-length commercial transaction between the Parties and (ii) the Backstopper has not assumed nor will it assume an advisory or fiduciary responsibility in the Company’s favor with respect to any of the transactions contemplated hereby or the process leading thereto, and the Backstopper has no obligation to the Company with respect to the transactions contemplated hereby except those obligations expressly set forth in this Agreement or the Offering Documents to which it is a party.
Arm’s Length Transaction. The Authority acknowledges and agrees that the transaction described in this GR Reimbursement Agreement is an arm’s length, commercial transaction between the Authority and the Bank in which: (i) the Bank is acting solely as a principal (i.e., as a lender) and for its own interest; (ii) the Bank is not acting as an advisor (municipal, financial or otherwise) to the Authority; (iii) the Bank has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to the Authority with respect to this transaction and the discussions, undertakings and procedures leading thereto (irrespective of whether the Bank or any of its affiliates has provided other services or is currently providing other services to the Authority on other matters); (iv) the only obligations the Bank has to the Authority with respect to this transaction are set forth in this GR Reimbursement Agreement and the Letter of Credit; and (v) the Bank is not recommending that the Authority take an action with respect to the transaction described in this GR Reimbursement Agreement and the other Documents, and before taking any action with respect to this transaction, the Authority should discuss the information contained herein with the Authority’s own legal, accounting, tax, financial and other advisors, as the Authority deems appropriate.
Arm’s Length Transaction. The Company 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 Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith each Underwriter is acting as a principal and not the agent or fiduciary of the Company, and (iii) no Underwriter has assumed an advisory responsibility in favor of the Company 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 on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement.
Arm’s Length Transaction. The company acknowledges that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. Xxxxxxxxxx Xxxx X. Xxxxxxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. BNP PARIBAS SECURITIES CORP. By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director Head of Capital Markets XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director RBS SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Debt Securities Floating Rate Global Notes due January 14, 2019 Underwriting Agreement: Dated January 9, 2014 Registration Statement No.: 333-181669 Representatives: BNP Paribas Securities Corp. 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 RBS Securities, Inc. 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00...
Arm’s Length Transaction. The Borrower recognizes, stipulates and agrees that Lenders' actions and relationships with the parties hereto including, but not limited to, those relationships created or referenced by or in this Forbearance Agreement, have been and constitute arms-length commercial transactions, that such actions and relationships shall at all times in the future continue to constitute arms'-length commercial transactions and that the Lenders shall not at any time act, be obligated to act, or otherwise be construed or interpreted as acting as or being the agent, employee or fiduciary of the Borrower.
Arm’s Length Transaction. The Company acknowledges and agrees that (i) the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities 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, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, ROYAL GOLD, INC. By: /s/ Txxx Xxxxxx Name: Txxx Xxxxxx Title: President and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. HSBC SECURITIES (USA) INC. By: /s/ Gxxxxx Xxxxxxxxxxxx Authorized Signatory MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Gxxxxxx Xxxxxxxx Authorized Signatory For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. NUMBER OF UNDERWRITTEN SECURITIES TO BE UNDERWRITERS PURCHASED HSBC Securities (USA) Inc. 1,600,000 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 1,600,000 J.X. Xxxxxx Securities Inc. 266,667 NBF Securities (USA) Corp. 266,667 UBS Securities LLC 266,666 Total 4,000,000 SI-1 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE Issuer Free Writing Prospectus, dated April 3, 2007. EXHIBIT A [FORM OF LOCK-U...
Arm’s Length Transaction. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities 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, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, ROYAL GOLD, INC. By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. HSBC SECURITIES (USA) INC. By: Authorized Signatory XXXXXXX, XXXXX & CO. By: Authorized Signatory SCOTIA CAPITAL (USA) INC. By: Authorized Signatory For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Number of Underwritten Underwriters Securities to be Purchased HSBC Securities (USA) Inc. 1,950,000 Xxxxxxx, Xxxxx & Co. 1,950,000 Scotia Capital (USA) Inc. 1,300,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 650,000 NBF Securities (USA) Corp. 650,000 Total 6,500,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE None.
Arm’s Length Transaction. Xxxxx Xxxxxx hereby acknowledges that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between South Africa, on the one hand, and the Underwriters and any Representative through which it may be acting, on the other, (ii) the Underwriters are acting as principal and not as an agent or fiduciary of South Africa and (iii) South Africa’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, South Africa agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising South Africa on related or other matters). South Africa agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to South Africa, in connection with such transaction or the process leading thereto.