Nature of Underwriters’ Services Sample Clauses

Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary of the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliates. Additionally, none of the Underwriters is advising the Company or its affiliates 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 or its affiliates or any other person with respect thereto. Any review by the Underwriters of the Company, the Issuer, the Company’s other affiliates, 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 or any other person. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Representatives. Very truly yours, CDF FUNDING, INC. By: /s/ Jxxx X. Peak Name: Jxxx X. Peak Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, for itself and as a Representative By: /s/ Jxx-Xxxxxx Xxxxxxx Name: Jxx-Xxxxxx Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC., for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1) Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated January 29, 2015, among CDF Fu...
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Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Company does not intend any Underwriter to act in any capacity other than independent contractor, including as a fiduciary. For avoidance of doubt, the Underwriters are not acting as agents or representatives of the Issuer.
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Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Company does not intend any Underwriter to act in any capacity other than independent contractor, including as a fiduciary. For avoidance of doubt, the Underwriters are not acting as agents or representatives of the Issuer. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Representatives. Very truly yours, CDF FUNDING, INC. By: /s/ Mxxxxxxx Xxxxx Name: Mxxxxxxx Xxxxx Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Mxxxxxxx Xxxxx Name: Mxxxxxxx Xxxxx Title: Attorney-in-Fact The foregoing Agreement is hereby confirmed and accepted on the date first above written. DEUTSCHE BANK SECURITIES INC., as a Representative By: /s/ Jxx X. Xxxxxxx Name: Jxx X. Xxxxxxx Title: Director By: /s/ Jxxxxx Xxxxx Name: Jxxxxx Xxxxx Title: Vice President J.X. XXXXXX SECURITIES INC., as a Representative By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Vice President EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated August 1, 2006 among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein
Sample 1
Nature of Underwriters’ Services. The Depositor acknowledges and agrees that each Underwriter in providing investment banking services to the Depositor in connection with the offering, including in acting pursuant to the terms of this Underwriting Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Depositor does not intend any Underwriter to act in any capacity other than independent contractor, including as a fiduciary. For avoidance of doubt, the Underwriters are not acting as agents or representatives of the Company. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance hereof shall constitute a binding agreement among the Underwriters, the Depositor and GECC. Very truly yours, CEF EQUIPMENT HOLDING, L.L.C. By: ------------------------------------- Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION By: ------------------------------------- Name: Title: Accepted and agreed in New York, New York, as of the date hereof:
Sample 1
Nature of Underwriters’ Services. The Company acknowledges and agrees that the Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Company does not intend the Underwriter to act in any capacity other than independent contractor, including as a fiduciary. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Underwriter. Very truly yours, CDF FUNDING, INC. By: /s/ John E. Peak Name: John E. Xxxx Title: Vice Prxxxxxxx GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Mark Hutchinson Name: Mark Xxxxxxxxxx Title: Vice Xxxxxxxxx The foregoing Agreement is hereby confirmed and accepted on the date first above written. DEUTSCHE BANK SECURITIES INC., as Underwriter By: /s/ James P. Murphy Name: James P. Murphy Title: Director By: /x/ Xxxxxx Xxahn Namx: Xxxxxx Xxxxx Title: Vice President
Sample 1
Nature of Underwriters’ Services. The Depositor acknowledges and agrees that each Underwriter in providing investment banking services to the Depositor in connection with the offering, including in acting pursuant to the terms of this Underwriting Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Depositor does not intend any Underwriter to act in any capacity other than independent contractor, including as a fiduciary. For avoidance of doubt, the Underwriters are not acting as agents or representatives of the Company. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance hereof shall constitute a binding agreement among the Underwriters, the Depositor and GECC. Very truly yours, CEF EQUIPMENT HOLDING, L.L.C. By: Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President — Securitization GENERAL ELECTRIC CAPITAL CORPORATION By: Name: Xxxxxx X. Xxxxxxxx Title: Attorney-in-fact Accepted and agreed in New York, New York, as of the date hereof: BANC OF AMERICA SECURITIES LLC By: Name: Xxxxxxxx Xxxxxxx Title: Vice President Acting on behalf of itself and, if applicable, as the Representative of the Underwriters. Schedule I Approximate Approximate Amount Amount Initial Purchase Purchased by Purchased by Principal Price Banc of America Barclays Capital Class Amount Percentage Securities LLC Inc. Class A-1 $ 169,000,000 99.87000 % $ 84,500,000 $ 50,700,000 Class A-2 $ 83,000,000 99.75610 % $ 41,500,000 $ 24,900,000 Class A-3 $ 255,000,000 99.64260 % $ 127,500,000 $ 76,500,000 Class A-4 $ 71,821,000 99.58735 % $ 35,910,000 $ 21,546,000 Total $ 578,821,000 Approximate Approximate Approximate Amount Amount Approximate Amount Initial Purchase Purchased by Purchased by Amount Purchased by Principal Price CastleOak Deutsche Bank Purchased by Xxxxxxxx Capital Class Amount Percentage Securities, L.P. Securities Inc. RBS Securities Inc. Group, L.P. Class A-1 $ 169,000,000 99.87000 % $ 8,450,000 $ 8,450,000 $ 8,450,000 $ 8,450,000 Class A-2 $ 83,000,000 99.75610 % $ 4,150,000 $ 4,150,000 $ 4,150,000 $ 4,150,000 Class A-3 $ 255,000,000 99.64260 % $ 12,750,000 $ 12,750,000 $ 12,750,000 $ 12,750,000 Class A-4 $ 71,821,000 99.58735 % $ 3,591,050 $ 3,591,050 $ 3,591,050 $ 3,591,050 Total $ 578,821,000 Total Purchase Price: $577,191,123.64 Exhibit A TALF Undertaking Reference is hereby made to (i) the final prospectus supplement, dated September 2, 2009 (the “Prospectus Supplem...
Sample 1

Related to Nature of Underwriters’ Services

  • Selection of Underwriters The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.

  • Nature of Underwriters’ Obligations The Company acknowledges and agrees that (i) the purchase and sale of the Designated Securities pursuant to this Agreement and the Pricing 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 or 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 the Pricing Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate. The Company agrees that it shall not claim that the Underwriters, or any of them, have rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with the offering of the Designated Securities contemplated hereby or the process leading thereto.

  • Selection of Underwriter In the case of any registration effected pursuant to this Agreement, the Company shall have the right to designate the managing underwriter in any underwritten offering, subject to the approval of the holders of a majority of the Registrable Shares requested to be included in such offering, which approval shall not be unreasonably withheld.

  • Selection of Underwriters and Counsel The underwriters and legal counsel to be retained in connection with any Public Offering will be selected by the Board or, in the case of an offering following a request therefor under Section 7.1.1, the Initiating Investors.

  • Substitution of Underwriters If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

  • Relationship Among Underwriters and Selected Dealers We shall have full authority to take such actions as we deem advisable in all matters pertaining to any Offering under this Master SDA. You are not authorized to act as an agent for us, any Underwriter or the Issuer or other Seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will be under any obligation to you except for obligations assumed hereby or in any Wire from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained in this Master SDA or any Wire shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us or with the Underwriters, should be deemed to constitute a partnership for federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such election. You authorize the Manager, in its discretion, to execute on your behalf such evidence of such election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

  • Representation of Underwriters The Representatives will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.

  • Designation of Underwriter In the case of any registration initiated by the Company, the Company shall have the right to designate the managing underwriter in any underwritten offering.

  • Nature of Undertakings The undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of the Borrower and each other member of the Group.

  • Indemnification of Underwriters The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

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