Common use of No Advisory or Fiduciary Relationship Clause in Contracts

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders 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 the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Trust and the Selling Stockholders Operating Partnership acknowledge and agree that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Trust and the Selling StockholdersOperating Partnership, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Trust, the Selling StockholdersOperating Partnership, any Subsidiary, or the Company’s other its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or Trust and the Selling Stockholders Operating Partnership with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Trust, the Operating Partnership or the Selling Stockholders any Subsidiary on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Trust with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and Trust, the Selling StockholdersOperating Partnership or any Subsidiary, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company Trust and the Selling Stockholders have Operating Partnership has consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Shareholder acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersShareholder, or the Company’s other stockholdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Shareholder 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 the Selling Stockholders Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Shareholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders 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 the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Shareholder acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersShareholder, or the Company’s other stockholders, its creditors, employees or any other party, (c) no the Underwriter has not assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Selling Stockholders Shareholder on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersShareholder, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Shareholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of the Company, the Operating Partnership and the Selling Stockholders Advisor acknowledge and agree that (ai) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company Company, the Operating Partnership and the Selling StockholdersAdvisor, on the one hand, and the several Underwriters, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, the Selling StockholdersOperating Partnership, or the Company’s other stockholdersAdvisor or their stockholders or partners, creditors, employees or any other party, (ciii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, the Operating Partnership or the Selling Stockholders Advisor 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 Company, the Operating Partnership or the Selling Stockholders Advisor on other matters) and no Underwriter has any obligation to the Company Company, the Operating Partnership or the Selling Stockholders Advisor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Company, the Operating Partnership and the Selling StockholdersAdvisor, and (ev) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Company, the Operating Partnership and the Selling Stockholders have Advisor has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the each Selling Stockholders acknowledge Stockholder severally and agree not jointly, acknowledges and agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the any Selling StockholdersStockholder, or the Company’s other its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Stockholder 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 the any Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholdersStockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and each of the Selling Stockholders have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders 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 the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, Stockholders and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Moreover, each Selling Stockholder acknowledges and agrees that, although the Representatives may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Representatives and the other Underwriters are not making a recommendation to any Selling Stockholder to participate in the offering, enter into a “lock-up” agreement or sell any Offered Shares at the price determined in the offering, and nothing set forth in such disclosures or documentation is intended to suggest that the Representatives or any Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. The Each of the Company and the each Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, any of its subsidiaries or the any Selling Stockholders, Stockholder or the Company’s other its respective stockholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company Company, any of its subsidiaries or the any Selling Stockholders Stockholder on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholdersStockholder, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and each of the Selling Stockholders have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Shareholder acknowledge and agree that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, its shareholders, creditors, employees, or the Selling StockholdersShareholder, or the Company’s other stockholdersits shareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Shareholder 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 the Selling Stockholders Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and or the Selling StockholdersShareholder, and (e) the Underwriters have not provided any legal, financial, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Shareholder have consulted their own legal, financial, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledge acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Shares contemplated hereby by this Agreement and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, the Selling Stockholders, or the Company’s other its or their stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering of the Shares contemplated hereby by this Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering of the Shares contemplated hereby by this Agreement except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, Stockholders and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Shares contemplated hereby by this Agreement and the Company and the Selling Stockholders have consulted its and their own legal, accounting, regulatory and tax advisors to the extent it and they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Stockholder acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersStockholder, or the Company’s other stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Stockholder 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 the Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersStockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Stockholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Fund acknowledges and the Selling Stockholders acknowledge and agree agrees that (a) the purchase issuance and sale of the Offered Shares pursuant to this Agreementthe Purchase Agreements, including the determination of the public offering price per share of the Offered Shares and any related discounts and commissionscommissions and placement agent fees, is will be an arm’s-length commercial transaction between the Company and the Selling StockholdersFund, on the one hand, and the several UnderwritersInvestors, on the other hand, (b) in connection with the offering issuance and sale of the Shares to the Investors contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and transaction the Placement Agent is not a fiduciary of the Fund nor the agent or fiduciary of any of the Company or the Selling Stockholders, or the Company’s other stockholders, creditors, creditors or employees of the Fund or any other party, (c) no Underwriter the Placement Agent has not assumed or nor will it assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Fund with respect to the offering issuance and sale of Shares to the Investors contemplated hereby or the process leading thereto (irrespective of whether such Underwriter the Placement Agent has advised or is currently advising the Company or the Selling Stockholders Fund on other matters) and the Placement Agent has no Underwriter has any obligation to the Company or the Selling Stockholders Fund with respect to the offering issuance and sale of Shares to the Investors contemplated hereby except the for any obligations which are expressly set forth in this Agreement, (d) the Underwriters Placement Agent and their respective its affiliates may be maybe engaged in a broad abroad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersFund, and (e) the Underwriters have Placement Agent has not provided any legal, accounting, regulatory or tax advice with respect to the offering issuance and sale of Shares to the Investors as contemplated hereby and the Company under any Purchase Agreements and the Selling Stockholders have Fund has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of the Transaction Entities and the each Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each transaction the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Transaction Entities or the Selling StockholdersStockholders or their respective stockholders, or the Company’s other stockholdersunitholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or nor will assume an advisory or fiduciary responsibility in favor of the Company Transaction Entities or the any Selling Stockholders Stockholder 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 Transaction Entities or the any Selling Stockholders Stockholder on other matters) and no the Underwriter has any no obligation to the Company Transaction Entities or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Transaction Entities and the each Selling StockholdersStockholder, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Transaction Entities and each of the Selling Stockholders have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Company, the Adviser and the Selling Stockholders Administrator acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Company, the Adviser and the Selling StockholdersAdministrator, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, the Adviser or the Selling StockholdersAdministrator, or the Company’s other stockholders, or their creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, the Adviser or the Selling Stockholders Administrator 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 Company, the Adviser or the Selling Stockholders Administrator on other matters) and no Underwriter has any obligation to the Company Company, the Adviser or the Selling Stockholders Administrator with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Company, the Adviser and the Selling StockholdersAdministrator, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Company, the Adviser and the Selling Stockholders Administrator have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the each Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersCompany, any of its subsidiaries, or the Company’s other any Selling Stockholder, or its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, or the Selling Stockholders any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the each Selling StockholdersStockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the each Selling Stockholders have Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, any of its subsidiaries or the any Selling StockholdersStockholder, or the Company’s other its respective stockholders, creditors, employees or any other party, (c) no the Underwriter has assumed or and will assume an no advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, any of its subsidiaries or the any Selling Stockholders Stockholder on other matters) and no the Underwriter has any no obligation to the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholdersStockholder, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Selling Stockholders Stockholder have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Clearway LLC acknowledge and agree that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersClearway LLC, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities contemplated hereby and the process leading to such transactionthereto, each Underwriter is the Underwriters are and has have been acting solely as a principal and is not the agent or fiduciary of the Company Company, any of its subsidiaries or the Selling Stockholders, or the Company’s other their respective stockholders, creditors, employees or any other party, (c) no Underwriter has the Underwriters have not assumed or nor will they assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders and Clearway LLC with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has the Underwriters have advised or is are currently advising the Company and Clearway LLC or the Selling Stockholders any of their subsidiaries on other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Selling Stockholders and Clearway LLC with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, Clearway LLC and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities contemplated hereby and the Company and the Selling Stockholders Clearway LLC have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Stockholder acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and Company, the Selling StockholdersStockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersStockholder, or the Company’s other stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Stockholder 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 the Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersStockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Stockholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Shareholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the Selling StockholdersShareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the any Selling StockholdersShareholder or any of their respective shareholders, creditors or the Company’s other stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Shareholder 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 the any Selling Stockholders Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholders Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and or the Selling StockholdersShareholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Shareholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed such appropriate.

No Advisory or Fiduciary Relationship. The Company and the each Selling Stockholders acknowledge Stockholder, severally and agree not jointly, acknowledges and agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and each of the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the such Selling StockholdersStockholder, or the Company’s other stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the such Selling Stockholders Stockholder 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 the such Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the such Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the such Selling StockholdersStockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the such Selling Stockholders have Stockholder has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Stockholder acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and Company, the Selling StockholdersStockholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersStockholder, or the Company’s other stockholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or nor will it assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Stockholder 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 the Selling Stockholders Stockholder on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersStockholder, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Stockholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Operating LLC acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersOperating LLC, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, the Operating LLC, any of their respective subsidiaries or the Selling Stockholders, or the Company’s other their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Operating LLC with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, the Operating LLC or the Selling Stockholders any of their respective subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Operating LLC with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and or the Selling Stockholders, Operating LLC and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Selling Stockholders Operating LLC have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each transaction the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersStockholder, or the Company’s other their respective stockholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or nor will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Selling Stockholders Stockholder on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and or the Selling StockholdersStockholder, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they each such party deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Issuer acknowledges and the Selling Stockholders acknowledge and agree agrees that (a) the purchase and sale of the Offered Shares Notes pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersIssuer, on the one hand, and the several UnderwritersUnderwriters and the Qualified Independent Underwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter and the Qualified Independent Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersIssuer, or the Company’s other its stockholders, creditors, employees or any other party, (c) no Underwriter or the Qualified Independent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Issuer with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter or the Qualified Independent Underwriter has advised or is currently advising the Company or the Selling Stockholders Issuer on other matters) and no Underwriter or the Qualified Independent Underwriter has any obligation to the Company or the Selling Stockholders Issuer with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and the Qualified Independent Underwriter and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersIssuer, and (e) the Underwriters and the Qualified Independent Underwriter have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Issuer have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Shareholders severally acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersShareholders, or the Company’s other stockholdersshareholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Shareholders 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 the Selling Stockholders Shareholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersShareholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Shareholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Shareholders acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersShareholders, or the Company’s other their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Shareholders 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 the Selling Stockholders Shareholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholders, Shareholders and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Selling Stockholders have Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree that (ai) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is transaction the Underwriters are and has have been acting solely as a principal principals and is not the agent or fiduciary of the Company or Company, the Selling Stockholders, or the Company’s other their respective stockholders, creditors, employees or any other party, (ciii) no Underwriter has no assumed or nor will it assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders 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 the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and or the Selling Stockholders, and (ev) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders 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 the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersShareholder, or its respective members or stockholders, as the Company’s other stockholderscase may be, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Shareholder 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 the Selling Stockholders Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholdersShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Selling Stockholders have Shareholder has consulted their own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the each Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the each Selling StockholdersStockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Shares and the process leading to such transactionthereto, each Underwriter is the Underwriters are and has have been acting solely as a principal and is not as the agent or fiduciary of the Company or the Selling Stockholdersany of its subsidiaries, or the Company’s other stockholders, creditors, employees or any other partyparty or any Selling Stockholder, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby of the Shares or the process leading thereto (irrespective of whether such Underwriter has Underwriters have advised or is currently advising the Company or the any of its subsidiaries or any Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby of the Shares except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholdersStockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Shares and the Company and the each Selling Stockholders have Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other stockholders, or its creditors, employees or any other party, (c) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and the Selling Stockholders acknowledge and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to the Securities Purchase Agreements with the Investors, including the determination of offering price of the Securities and the determination of the Placement Fee pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an are arm’s-length commercial transaction transactions between the Company and the Selling StockholdersCompany, on the one hand, and the Investors or the several UnderwritersPlacement Agents, as the case may be, on the other hand, (b) in connection with the offering Offering contemplated hereby and the process leading to such transaction, each Underwriter Placement Agent is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersCompany, or the Company’s other its stockholders, or its creditors, employees or any other party, (c) no Underwriter Placement Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering Offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Placement Agent has advised or is currently advising the Company or the Selling Stockholders on other matters) and no Underwriter Placement Agent has any obligation to the Company or the Selling Stockholders with respect to the offering Offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Placement Agents and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersCompany, and (e) the Underwriters Placement Agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and the Selling Stockholders acknowledge and agree agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersCompany, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice or solicitation of any action by the Underwriters, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersCompany, or the Company’s other its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders 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 the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have has consulted their its own legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Stockholder, severally and not jointly, acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersStockholder, or the Company’s other its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Stockholder 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 the Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersStockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Stockholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other stockholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or nor will it assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the any Selling Stockholders Stockholder on other matters) and no the Underwriter has any no obligation to the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, Stockholders and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the each Selling Stockholders Stockholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of the Transaction Entities acknowledges and the Selling Stockholders acknowledge and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Shares Securities, if any, and any related discounts and commissions, is an arm’s-length commercial transaction between among the Company and the Selling StockholdersTransaction Entities, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction, thereto each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of either of the Company Transaction Entities or the Selling Stockholdersany of their respective subsidiaries or their respective shareholders, or the Company’s other stockholdersunitholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Transaction Entities with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the Company Transaction Entities or the Selling Stockholders any of their respective subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Transaction Entities with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholdersTransaction Entities, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and each of the Company and the Selling Stockholders have Transaction Entities has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the each Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the any Selling StockholdersStockholder, or the Company’s other its respective partners, stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Stockholder 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 the any Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholdersStockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the each Selling Stockholders have Stockholder has consulted their his or its own respective legal, accounting, regulatory and tax advisors to the extent they he or it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of the Group Entities or the Selling StockholdersShareholder, or the Company’s other stockholderstheir respective shareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Shareholder with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or any of the Group Entities or the Selling Stockholders Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Shareholder with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholdersShareholder, and (e) the Underwriters Underwriter have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and each of the Company and the Selling Stockholders have Shareholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, any of its subsidiaries or the Selling Stockholders, Stockholder or the Company’s other its respective stockholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company Company, any of its subsidiaries or the any Selling Stockholders Stockholder on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholdersStockholder, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Selling Stockholders have Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of the Partnership and the each Selling Stockholders acknowledge Unitholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Units pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Units and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Partnership and the Selling StockholdersUnitholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Partnership or the any Selling StockholdersUnitholder, or the Company’s other its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Partnership or the any Selling Stockholders Unitholder 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 Partnership or the any Selling Stockholders Unitholder on other matters) and no Underwriter has any obligation to the Company Partnership or the any Selling Stockholders Unitholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Partnership and the each Selling StockholdersUnitholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Partnership and each of the Selling Stockholders have Unitholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, or the Selling Stockholders, or the Company’s other stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders 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 the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Shareholders acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the any Selling StockholdersShareholder, or the Company’s other stockholdersits respective shareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Shareholder 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 the any Selling Stockholders Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholders Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholdersShareholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and each of the Selling Stockholders have Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s 's other stockholders, or its creditors, employees or any other party, (c) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Stockholder acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersStockholder, or the Company’s other stockholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or nor will it assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Selling Stockholders Stockholder on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, Stockholder and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Stockholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and the Selling Stockholders acknowledge and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersCompany, on the one hand, and the several UnderwritersUnderwriter, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriter, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, any of its subsidiaries or the Selling Stockholders, or the Company’s other its respective stockholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersCompany, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Selling Stockholders have has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate, and (f) none of the activities of the Underwriter in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriter with respect to any Person.

No Advisory or Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders 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 the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Shareholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersShareholders, or the Company’s other stockholdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Shareholders 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 the Selling Stockholders Shareholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersShareholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Shareholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Shareholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersShareholders, or the Company’s other stockholdersShareholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Shareholders 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 the Selling Stockholders Shareholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersShareholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Shareholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each transaction the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other their respective stockholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or nor will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and or the Selling Stockholders, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they each such party deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Shareholders acknowledges and agree agrees that (ai) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholders, on the one hand, and the several Underwriters, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the any Selling StockholdersShareholder, or the Company’s other its respective stockholders, creditors, employees or any other party, (ciii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Shareholder 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 the any Selling Stockholders Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholders Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholdersShareholder, and (ev) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Selling Stockholders have Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Operating Partnership acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersOperating Partnership, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, the Selling StockholdersOperating Partnership, or the Company’s other their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Operating Partnership with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholders Operating Partnership on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Operating Partnership with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholdersOperating Partnership, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Selling Stockholders Operating Partnership have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and the Selling Stockholders acknowledge and agree agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreementby the Purchasers, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersCompany, on the one hand, and the several UnderwritersPlacement Agents, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter Placement Agents and Lazard Frères & Co. LLC is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersCompany, or the Company’s other its stockholders, creditors, employees or any other party, (c) no Underwriter Placement Agent or Lazard Frères & Co. LLC has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Placement Agent or Lazard Frères & Co. LLC has advised or is currently advising the Company or the Selling Stockholders on other matters) and no Underwriter Placement Agent or Lazard Frères & Co. LLC has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Placement Agents and Lazard Frères & Co. LLC and each of their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersCompany, and (e) the Underwriters Placement Agents and Lazard Frères & Co. LLC have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Shareholders acknowledges and agree agrees that (ai) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, the Selling StockholdersShareholders, or the Company’s other their respective stockholders, creditors, employees or any other party, (ciii) no the Underwriter has not assumed or nor will it assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Shareholders 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 the Selling Stockholders Shareholders on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters Underwriter and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and or the Selling StockholdersShareholders, and (ev) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have Shareholders has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of the Company, the Operating Partnership and the Selling Stockholders Advisor acknowledge and agree that (ai) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company Company, the Operating Partnership and the Selling StockholdersAdvisor, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction, each transaction the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, the Operating Partnership or the Selling StockholdersAdvisor, or the Company’s other stockholderstheir stockholders or partners, creditors, employees or any other party, (ciii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, the Operating Partnership or the Selling Stockholders Advisor 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 Company, the Operating Partnership or the Selling Stockholders Advisor on other matters) and no Underwriter has any obligation to the Company Company, the Operating Partnership or the Selling Stockholders Advisor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Company, the Operating Partnership and the Selling StockholdersAdvisor, and (ev) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Company, the Operating Partnership and the Selling Stockholders have Advisor has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the each Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders 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 the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, ; (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and each of the Selling Stockholders have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several Underwriters, on the other hand, (b) in b)in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersStockholder, or the Company’s other its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Stockholder 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 the Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholdersStockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Selling Stockholders have Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Shareholders acknowledges and agree agrees that (ai) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction, each transaction the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, the Selling StockholdersShareholders, or the Company’s other their respective stockholders, creditors, employees or any other party, (ciii) no the Underwriter has not assumed or nor will it assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Shareholders 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 the Selling Stockholders Shareholders on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters Underwriter and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and or the Selling StockholdersShareholders, and (ev) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have Shareholders has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Shareholders acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the Selling StockholdersShareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the any Selling StockholdersShareholder, or the Company’s other its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Shareholder 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 the any Selling Stockholders Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholders Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and or the Selling Stockholders, Shareholders and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and each of the Selling Stockholders have Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the each Selling Stockholders acknowledge Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, any of its subsidiaries or the any Selling StockholdersShareholder, or the Company’s other its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Shareholder 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 Company, any of its subsidiaries or the any Selling Stockholders Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholders Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholdersShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and each of the Selling Stockholders have Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the each Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the any Selling StockholdersStockholder, or the Company’s other their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the any Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholdersStockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and each of the Selling Stockholders have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and each of the Selling Stockholders Shareholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Shares contemplated hereby by this Agreement and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Selling Shareholders, the Company or the Selling Stockholders, or the Company’s other its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Shareholders with respect to the offering of the Shares contemplated hereby by this Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Shareholders with respect to the offering of the Shares contemplated hereby by this Agreement except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, Shareholders and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Shares contemplated hereby by this Agreement and the Company and the Selling Stockholders Shareholders have consulted its and their own legal, accounting, regulatory and tax advisors to the extent it and they deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each transaction the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other their respective stockholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriateappropriate .

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Stockholder acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersStockholder, or the Company’s other stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Stockholder 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 the Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersStockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Stockholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders 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 the Selling Stockholders on other matters) ), and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the each Selling Stockholders acknowledge Shareholder, severally and agree not jointly, acknowledges and agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the such Selling StockholdersShareholder, respectively, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the such Selling StockholdersShareholder, or the Company’s other its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the such Selling Stockholders Shareholder 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 the such Selling Stockholders Shareholder on other matters) and no Underwriter has any obligation to the Company or the such Selling Stockholders Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the such Selling StockholdersShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the such Selling Stockholders have Shareholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Shareholder acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersShareholder, or the Company’s other stockholders, its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Shareholder 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 the Selling Stockholders Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Shareholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Shareholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersShareholders, or the Company’s other stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Shareholders 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 the Selling Stockholders Shareholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersShareholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Shareholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree in connection with the offering and sale of the Securities that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each transaction the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other their respective stockholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or nor will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering Public Offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering Public Offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering Public Offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Selling Stockholders have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of the Transaction Entities acknowledges and the Selling Stockholders acknowledge and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersTransaction Entities, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of either of the Company Transaction Entities or the Selling Stockholdersany of their respective subsidiaries or their respective shareholders, or the Company’s other stockholdersunitholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Transaction Entities with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the Company Transaction Entities or the Selling Stockholders any of their respective subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Transaction Entities with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of either of the Company and the Selling StockholdersTransaction Entities, and (e) the Underwriters have not provided any business, legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and each of the Company and the Selling Stockholders have Transaction Entities has consulted their its own business, legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and the Selling Stockholders acknowledge and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersCompany, on the one hand, and the several UnderwritersInitial Purchaser, on the other hand, (b) in connection with the offering contemplated hereby purchase and sale of the Securities pursuant to this Agreement and the process leading to such transaction, each Underwriter transaction the Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other stockholdersits shareowners, creditors, employees employees, or any other party, (c) no Underwriter the Initial Purchaser has not assumed or and will not assume an any advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering contemplated hereby purchase and sale of the Securities pursuant to this Agreement or the process leading thereto (irrespective of whether such Underwriter the Initial Purchaser has advised or is currently advising the Company or the Selling Stockholders on other matters) and the Initial Purchaser has no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby purchase and sale of the Securities pursuant to this Agreement except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchaser and their respective affiliates its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersCompany, and (e) the Underwriters have Initial Purchaser has not provided any legal, accounting, regulatory regulatory, or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and the Selling Stockholders acknowledge and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersCompany, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersCompany, or the Company’s other its stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders 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 the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersCompany, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Company acknowledges and the Selling Stockholders acknowledge and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersCompany, on the one hand, and the several UnderwritersUnderwriter, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, any of its Subsidiaries or the Selling Stockholders, or the Company’s other their respective stockholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Selling Stockholders any of its Subsidiaries on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersCompany, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Selling Stockholders have has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriateappropriate and (f) none of the activities of the Underwriter in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriter with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Each of the Company and the each Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the any Selling StockholdersStockholder, or the Company’s other its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the any Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the each Selling StockholdersStockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and each of the Selling Stockholders have Stockholder(s) has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders 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 the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersCompany, or the Company’s other any Selling Stockholder or any of their stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders any selling Stockholder 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 the any Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the or any Selling StockholdersStockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the or any Selling Stockholders have Stockholder has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the several Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersCompany, any of its subsidiaries, or the Company’s other their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the several Selling Stockholders with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholders any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or the several Selling Stockholders with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, Stockholders and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Selling Stockholders have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders 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 the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Trust, the Depositor and the Selling Stockholders Seller acknowledge and agree that that: (a) the purchase and sale of the Offered Shares Notes pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Notes and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company Trust, the Depositor and the Selling StockholdersSeller, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Trust, the Selling StockholdersDepositor, or the Company’s other stockholders, Seller or their respective creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility responsibilities in favor of the Company Trust, the Depositor or the Selling Stockholders Seller 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 Trust, the Depositor or the Selling Stockholders Seller on other matters) and no Underwriter has any obligation to the Company Trust, the Depositor or the Selling Stockholders Seller with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Trust, the Depositor and the Selling StockholdersSeller, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering contemplated hereby and the Company Trust, the Depositor and the Selling Stockholders Seller have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Guarantor acknowledge and agree that (ai) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, commissions is an arm’s-length commercial transaction between the Company and the Selling StockholdersGuarantor, on the one hand, and the several UnderwritersInitial Purchaser, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter transaction the Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, the Guarantor or the Selling Stockholders, or the Company’s other any of their respective stockholders, creditors, employees or any other party, (ciii) no Underwriter the Initial Purchaser has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Guarantor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter the Initial Purchaser has advised or is currently advising the Company or the Selling Stockholders Guarantor on other matters) and the Initial Purchaser has no Underwriter has any obligation to the Company or the Selling Stockholders Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters Initial Purchaser and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersGuarantor, and (e) the Underwriters have Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the each Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, any of its subsidiaries or the any Selling StockholdersStockholder, or the Company’s other its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, any of its subsidiaries or the any Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective affiliates its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the each Selling Stockholders, Stockholder and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and each of the Selling Stockholders have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersCompany, or the Company’s other its stockholders, creditors, employees employees, any of the Selling Stockholders or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Stockholder 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 the any Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling Stockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Stockholder acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersStockholder, or the Company’s other stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Stockholder 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 the Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, Stockholder and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Stockholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Guarantors acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersGuarantors, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersGuarantors or any of their subsidiaries, or the Company’s other their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Guarantors with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholders Guarantors or any of their subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Guarantors with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersGuarantors, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities, and the Company and the Selling Stockholders Guarantors have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each transaction the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, or its stockholders (including the Selling Stockholders, or the Company’s other stockholders), creditors, employees or any other party, (c) no the Underwriter has not assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters) and no the Underwriter has no any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, however, the Underwriter represents to the Company and the Selling Stockholders that such interests will not interfere with the Underwriter’s ability to perform its obligations under this Agreement, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent that they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledge Guarantors acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersGuarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholdersany Guarantor, or the Company’s other stockholdersits shareholders, creditors, employees or any other party, (c) no Underwriter Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders any Guarantor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Selling Stockholders any Guarantor on other matters) and no Underwriter Initial Purchaser has any obligation to the Company or the Selling Stockholders any Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters each Initial Purchaser and their its respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholdersGuarantors, and (e) the Underwriters have not no Initial Purchaser has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and each of the Selling Stockholders have Guarantors has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and the Selling Stockholders acknowledge and agree agrees that (ai) the purchase offer and sale of the Offered Shares Notes pursuant to this Agreement, including the determination of the initial public offering price of the Offered Shares Notes and any related discounts and commissions, is an are arm’s-length commercial transaction transactions between the Company and the Selling StockholdersCompany, on the one hand, and the several UnderwritersPurchasing Agent, on the other hand, (bii) in connection with the offering offerings contemplated hereby and the process leading to such transaction, each Underwriter the Purchasing Agent is and has been acting solely as a principal and is not as the agent (except to the extent expressly set forth herein) or fiduciary of the Company or the Selling Stockholders, or the Company’s other its stockholders, creditors, employees or any other party, (ciii) no Underwriter the Purchasing Agent has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders any of its affiliates with respect to the offering offerings contemplated hereby or the process leading thereto (irrespective of whether such Underwriter the Purchasing Agent has advised or is currently advising the Company or the Selling Stockholders on other matters) and no Underwriter has the Purchasing Agent does not have any obligation to the Company or the Selling Stockholders any of its affiliates with respect to the any offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters Purchasing Agent and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholdersits affiliates, and (ev) the Underwriters have Purchasing Agent has not provided any legal, accounting, regulatory or tax advice with respect to the offering offerings contemplated hereby and the Company and the Selling Stockholders have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby 28 and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Stockholder, severally and not jointly, acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersStockholder, or the Company’s other stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Stockholder 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 the Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersStockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Stockholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersShareholder, or the Company’s other their respective stockholders, creditors, employees or any other party, as applicable, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Shareholder 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 the Selling Stockholders Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersShareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Shareholder, as applicable, have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they the Company and Selling Shareholder, as applicable, deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of MergerCo and, to the extent applicable, upon execution and delivery of the Selling Stockholders acknowledge Joinder Agreement, Xxxxxx, acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersIssuers, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company any Issuer or the Selling Stockholders, or the Company’s other its stockholders, creditors, employees or any other party, (c) no Underwriter Initial Purchaser has assumed or and no Initial Purchaser will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders any Issuer with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter any Initial Purchaser has advised or is currently advising the Company or the Selling Stockholders any Issuer on other matters) and no Underwriter Initial Purchaser has any obligation to the Company or the Selling Stockholders any Issuer with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters each Initial Purchaser and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholdersIssuers, and (e) the Underwriters have not no Initial Purchaser has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Issuers have consulted their own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledge Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each transaction the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersStockholder, or the Company’s other their respective stockholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or nor will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Selling Stockholders Stockholder on other matters) and no the Underwriter has any no obligation to the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and or the Selling StockholdersStockholder, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they each such party deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and the Selling Stockholders acknowledge and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersCompany, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, any of its subsidiaries or the Selling Stockholderstheir respective stockholders, or the Company’s other stockholdersmembers, partners, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholders Company, any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the 1 NTD: Cooley to confirm. Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory regulatory, investment or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Selling Stockholders have has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders Shareholders acknowledge and agree that (a) the purchase and sale of the Offered Shares ADSs pursuant to this Agreement, including the determination of the public offering price of the Offered Shares ADSs and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersShareholders, on the one hand, and the several International Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each International Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the any Selling StockholdersShareholder, or the Company’s other its respective stockholders, creditors, employees or any other party, (c) no International Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling Stockholders Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such International Underwriter has advised or is currently advising the Company or the any Selling Stockholders Shareholder on other matters) and no International Underwriter has any obligation to the Company or the any Selling Stockholders Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the International Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Selling StockholdersShareholders, and (e) the International Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and each of the Selling Stockholders have Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Selling Stockholder acknowledges and the Selling Stockholders acknowledge and agree agrees that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersStockholder, or the Company’s other its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Selling Stockholders Stockholder on other matters) and no Underwriter has any an obligation to the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters each Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersStockholder, and (e) the Underwriters have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering transaction contemplated hereby and the Company and the Selling Stockholders have Stockholder has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders 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 the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders Stockholder acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersStockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling StockholdersStockholder, or the Company’s other stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders Stockholder 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 the Selling Stockholders Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersStockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Stockholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders each Guarantor acknowledge and agree that (a) the purchase and sale of the Offered Shares Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling StockholdersGuarantors, on the one hand, and the several UnderwritersInitial Purchaser, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter transaction the Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, Guarantors or the Company’s other their respective stockholders, creditors, employees or any other party, (c) no Underwriter the Initial Purchaser has not assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders any Guarantor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter the Initial Purchaser has advised or is currently advising the Company or the Selling Stockholders any Guarantor on other matters) and no Underwriter has the Initial Purchaser does not have any obligation to the Company or the Selling Stockholders any Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchaser and their its respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling StockholdersGuarantors, and (e) the Underwriters have Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and the Selling Stockholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholders, or the Company’s other stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders 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 the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.