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 Investor is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Transactions. Additionally, without limiting the representations and warranties of the Company in Article III, the Investor (a) is not relying on the Company for any legal, tax, investment, accounting or regulatory advice, (b) has consulted with its own advisors concerning such matters and (c) shall be responsible for making its own independent investigation and appraisal of the Transactions.
Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the 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, (iii) no Underwriter has assumed an advisory of fiduciary 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 and (iv) the Company has consulted its own legal and financial advisors to the extent 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. 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, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President and Treasurer
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 transaction described in this Agreement is an arm’s length, commercial transaction between the City 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 a municipal advisor or financial advisor to the City; (iii) the Bank has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to the City 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 City on other matters); (iv) the only obligations (contractual or otherwise) the Bank has to the City with respect to this transaction are set forth in this Agreement; and (v) the Bank is not recommending that the City take an action with respect to the transaction described in this Agreement and the other Related Documents, and before taking any action with respect to the this transaction, the City should discuss the information contained herein with the City’s own legal, accounting, tax, financial and other advisors, as the City deems appropriate.
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 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, US GOLD CORPORATION By: /s/ PERRY ING Name: Perry Ing Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. GMP SECURITIES L.P. By: /s/ KXXXX XXXX Authorized Signatory DXXXXXX XXXX & COMPANY, LLC By: /s/ RXXXXX XXXXXXXX Authorized Signatory SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased GMP Securities L.P. 11,000,000 Dxxxxxx Xxxx & Company, LLC 11,000,000 Total 22,000,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE None. EXHIBIT A Selling Restrictions
Arm’s Length Transaction. The Borrower and each Guarantor (by delivery of a Guaranty) recognize, stipulate and agree that the Lender's actions and relationships with the parties hereto, including, but not limited to, those relationships created or referenced by or in this Agreement, the Note and the Security Documents, have been and constitute arm's-length commercial transactions and that such actions and relationships shall at all times in the future continue to constitute arm's-length commercial transactions and that the Lender or the Lender's attorneys shall not at any time act, be obligated to act, or otherwise be construed or interpreted as acting as or being the agent, attorney, partner, employee or fiduciary of any such parties.
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC with respect to the offering of the 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 Depositor, CFSC or any other person. Additionally, the Underwriter is not advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC 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 Underwriter shall not have any responsibility or liability to the Depositor or CFSC with respect thereto. Any review by the Underwriter of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Depositor, CFSC and the Underwriter in accordance with the terms of this Class B Note Underwriting Agreement. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:/s/ Jxxxx X. Duensing______________ Name: Jxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:/s/ Jxxxx X. Duensing_____________ Name: Jxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class B Underwriting Agreement is hereby confirmed and accepted as of the date first written above. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:/s/ Gxxxxxx Petrie______________ Name: Gxxxxxx Xxxxxx Title: Authorized Signatory ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated June 20, 2006 as filed pursuant to Rule 433 under the Securities Act: ABS NEW ISSUE: CFAT 2006-A $963MM CATERPILLAR ASSET FINANCE TRUST CLASS A LEADS: ML/ABN CO: BOA/BAR/C/JPM POT/RETENTION CLASS B LEAD: ML. EXPECTED PRICING: 11:30. ALLOCATIONS: 11:00. EXPECTED SETTLE: JUNE 28. CLASS SIZE WAL M/S EXP LGL A1 246.10 0.34 P-1/A-1+ 2/07 6/07 A2 250.00 1.05 Aaa/AAA 12/07 2/09 A3 302.00 2.05 Aaa/AAA 3/09 5/10 A4 136.46 3.05 Aaa/AAA 8/09 8/11 B 26.56 3.16 A3/A+ 8/09 ...
Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the 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, (iii) no Underwriter has assumed an advisory of fiduciary 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 and (iv) the Company has consulted its own legal and financial advisors to the extent 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. 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, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: Sxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: BARCLAYS CAPITAL INC. By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director By: BOFA SECURITIES, INC. By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director By: HSBC SECURITIES (USA) INC. By: /s/ Pxxxxxx Xxxxxxx Name: Pxxxxxx Xxxxxxx Title: Managing Director By: MIZUHO SECURITIES USA LLC By: /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Oxxx X. Xxxxx Name: Oxxx X. X...