Common use of Arm’s Length Transaction Clause in Contracts

Arm’s Length Transaction. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of arm’s length contractual counterparties to the Company with respect to the Offering 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, the Underwriters are not advising the Company 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.

Appears in 7 contracts

Samples: Underwriting Agreement (xG TECHNOLOGY, INC.), Underwriting Agreement (iBio, Inc.), Underwriting Agreement (xG TECHNOLOGY, INC.)

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Arm’s Length Transaction. The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparties counterparty to the Company with respect to the Offering offering of the Offered Securities contemplated hereby (including in connection with determining the terms of the such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, the Underwriters are not 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 no Underwriter shall have no any responsibility or liability to the Company with respect thereto. Any review by the Underwriters an Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters such Underwriter and shall not be on behalf of the Company.

Appears in 4 contracts

Samples: Underwriting Agreement (New Media Investment Group Inc.), Lock Up Agreement (New Media Investment Group Inc.), Underwriting Agreement (New Media Investment Group Inc.)

Arm’s Length Transaction. The Company Bank acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparties counterparty to the Company Bank with respect to the Offering offering of Certificates 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 Bank or any other person. Additionally, Additionally the Underwriters are Underwriter is not advising the Company Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Bank 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 Underwriter shall have no any responsibility or liability to the Company Bank with respect thereto. Any review by the Underwriters Underwriter of the CompanyBank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the CompanyBank.

Appears in 2 contracts

Samples: Certificate Underwriting Agreement (JPMorgan Chase Bank, National Association), Underwriting Agreement (Chase Auto Owner Trust 2006-A)

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Arm’s Length Transaction. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of arm’s length contractual counterparties to the Company with respect to the Offering offering of Shares 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, the Underwriters are not advising the Company 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.

Appears in 1 contract

Samples: xG TECHNOLOGY, INC.

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