Common use of No Fiduciaries Clause in Contracts

No Fiduciaries. The Company and each Selling Shareholder, severally and not jointly, acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (ii) 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, the Selling Shareholder, or their respective shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling 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 Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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 or the Selling Shareholder, and (v) 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 Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Each of the Company and each Selling Shareholderthe Bank, severally and not jointly, and each Selling Shareholder acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Underwriting Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (ii) 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, the Bank, any Selling Shareholder, or their respective shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Bank or any such Selling 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 Bank or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the Bank or any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Underwriting Agreement, (iv) 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 or the Bank or any Selling Shareholder, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Company, the Bank and the each Selling Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder, severally and not jointly, acknowledges and agrees that (i) the purchase and sale of the Securities Shares pursuant to this Underwriting Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Underwriting Agreement, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is the Underwriters are and has have been acting solely as a principal principals and is are not the agent agents or fiduciary fiduciaries of the Company, the Selling Shareholderits subsidiaries, or their respective the Company’s shareholders, creditors, employees or any other third party, (iii) 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 Shareholder its subsidiaries with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such any Underwriter has advised or is currently advising the Company or the Selling Shareholder its subsidiaries on any other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Selling Shareholder its subsidiaries with respect to the offering contemplated hereby except the obligations expressly set forth in this Underwriting Agreement, (iv) 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 or its subsidiaries and the Selling ShareholderUnderwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, (v) the Company and its subsidiaries waive, to the fullest extent permitted by law, any claims the Company may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or its subsidiaries in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company and (vvi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Selling Shareholder has Bank consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.

No Fiduciaries. The Each of the Company and each Selling Shareholderthe Bank, severally and not jointly, and each Selling Shareholder acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Underwriting Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (ii) 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, the Bank, any Selling Shareholder, or their respective shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, the Bank or the any Selling 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 Company, the Bank or the any such Selling Shareholder on other matters) and no the Underwriter has any no obligation to the Company Company, the Bank or the any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Underwriting Agreement, (iv) 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 Bank or the any Selling Shareholder, and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Company, the Bank and the each Selling Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder, severally and not jointly, acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company and the Selling ShareholdersCompany, on the one hand, and the several UnderwritersXxxxxxx Xxxxx, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter transaction, Xxxxxxx Xxxxx is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of the Selling ShareholderCompany’s subsidiaries, any stockholders, creditors or their respective shareholders, creditors, employees of the Company or any of its subsidiaries or any other third party, (iiic) no Underwriter Xxxxxxx Xxxxx has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder any of its subsidiaries with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Xxxxxxx Xxxxx has advised or is currently advising the Company or the Selling Shareholder any of its subsidiaries on other matters) ), and no Underwriter has Xxxxxxx Xxxxx does not have any obligation to the Company or the Selling Shareholder any of its subsidiaries with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters Xxxxxxx Xxxxx and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or the Selling Shareholder, and its subsidiaries and (ve) the Underwriters have Xxxxxxx Xxxxx has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder, severally and not jointly, acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling ShareholdersCompany, on the one hand, and the several Underwriters, on the other hand, (ii) 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 Shareholder, or their respective Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling 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 Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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 or the Selling ShareholderCompany, and (v) 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 Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company expressly acknowledges that Xxxxx, Xxxxxxxx & Xxxxx, Inc. has acted as a financial advisor to, and rendered a fairness opinion to, CNB Financial Corp. in connection with the Company’s proposed acquisition of CNB Financial Corp. and that Xxxxx, Xxxxxxxx & Xxxxx, Inc. has received a fee from CNB Financial Corp. for such services and will receive an additional fee upon the closing of the acquisition.

No Fiduciaries. The Company and each Selling Shareholder, severally and not jointly, Shareholder acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (ii) 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, the Selling Shareholder, or their respective shareholders, creditors, employees or any other third party, (iii) no the Underwriter has not assumed or nor will it assume an advisory or fiduciary responsibility in favor of the Company or the Selling 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 Shareholder on other matters) and no the Underwriter has any no obligation to the Company or the Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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 or the Selling Shareholder, and (v) 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 Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder, severally and not jointly, Shareholder acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (ii) 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, the any Selling Shareholder, or their respective shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling 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 such Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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 or the any Selling Shareholder, and (v) 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 Shareholder Shareholders has consulted his or its own legal, accounting, regulatory and tax advisors to the extent he or it deemed appropriate.

No Fiduciaries. The Each of the Company and each Selling Shareholderthe Bank, severally and not jointly, and the Selling Shareholder acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Underwriting Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling ShareholdersShareholder, on the one hand, and the several Underwriters, on the other hand, (iib) 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, the Bank, the Selling Shareholder, Shareholder or their respective shareholders, creditors, employees or any other third party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, the Bank or the Selling 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, the Bank or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company Company, the Bank or the Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Underwriting Agreement, (ivd) 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 Bank or the Selling Shareholder, and (ve) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Company, the Bank and the Selling Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder, severally and not jointly, of the Guarantors acknowledges and agrees that (i) the purchase and sale of the Securities Notes pursuant to this Agreement, including the determination of the public offering price of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling ShareholdersGuarantors, on the one hand, and the several UnderwritersInitial Purchaser, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter the Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of the Selling ShareholderGuarantors, or any of their respective shareholders, creditors, employees or any other third party, (iii) no Underwriter the Initial Purchaser has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or any of the Selling Shareholder Guarantors 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 any of the Selling Shareholder Guarantors on other matters) and the Initial Purchaser has no Underwriter has any obligation to the Company or any of the Selling Shareholder Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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 or and each of the Selling ShareholderGuarantors, and (v) 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 each of the Selling Shareholder Guarantors has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder, severally and not jointly, Shareholder acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (ii) 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, the any Selling Shareholder, or their respective the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling 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 such Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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 or the any Selling Shareholder, and (v) 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 Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Each of the Company and each Selling Shareholderthe Bank, severally and not jointly, and each Selling Stockholder acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Underwriting Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling ShareholdersStockholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (ii) 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, the Bank, any Selling ShareholderStockholder, or their respective shareholdersstockholders, creditors, employees or any other third party, (iii) no the Underwriter has not assumed or nor will the Underwriter assume an advisory or fiduciary responsibility in favor of the Company Company, the Bank or the any Selling Shareholder 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 Company, the Bank or the any such Selling Shareholder Stockholder on other matters) and no the Underwriter has any no obligation to the Company Company, the Bank or the any Selling Shareholder Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Underwriting Agreement, (iv) 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 Bank or the any Selling ShareholderStockholder, and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Company, the Bank and the each Selling Shareholder Stockholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.. EXECUTION VERSION

No Fiduciaries. The Each of the Company and each Selling Shareholderthe Bank, severally and not jointly, and each Selling Stockholder acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Underwriting Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling ShareholdersStockholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (ii) 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, the Bank, any Selling ShareholderStockholder, or their respective shareholdersstockholders, creditors, employees or any other third party, (iii) no the Underwriter has not assumed or nor will the Underwriter assume an advisory or fiduciary responsibility in favor of the Company Company, the Bank or the any Selling Shareholder 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 Company, the Bank or the any such Selling Shareholder Stockholder on other matters) and no the Underwriter has any no obligation to the Company Company, the Bank or the any Selling Shareholder Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Underwriting Agreement, (iv) 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 Bank or the any Selling ShareholderStockholder, and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Company, the Bank and the each Selling Shareholder Stockholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder, severally Shareholder acknowledge and not jointly, acknowledges and agrees agree that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (iib) 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, the any Selling Shareholder, or their respective shareholders, creditors, employees or any other third party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling 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 such Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) 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 or the any Selling Shareholder, Shareholder and (ve) 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 Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder, severally and not jointly, acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other handUnderwriter, (ii) 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 Shareholder, or their respective Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Selling 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 Shareholder on other matters) and no the Underwriter has any no obligation to the Company or the Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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 or the Selling ShareholderCompany, and (v) 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 Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder, severally and not jointly, Shareholder acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (ii) 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, the any Selling Shareholder, or their respective shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling 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 such Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any such Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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 or the any Selling Shareholder, and (v) 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 Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company Company, the Bank and each Selling Shareholder, severally Shareholder acknowledge and not jointly, acknowledges and agrees agree that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Company, the Bank and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, ; (ii) 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, the Selling Shareholder, Company or their its respective shareholders, creditors, employees or any other third party, ; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling 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, the Bank or the any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company Company, the Bank or the any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, ; (iv) 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 Bank or the any Selling Shareholder, ; and (v) 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 Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company and each the Selling Shareholder, severally Stockholders acknowledge and not jointly, acknowledges and agrees agree that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling ShareholdersStockholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (ii) 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 CompanySelling Stockholders, the Selling Shareholder, Company or their respective its shareholders, creditors, employees or any other third party, (iii) no the Underwriter has not assumed or nor will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder 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 any Selling Shareholder Stockholder on other matters) and no the Underwriter has does not have any obligation to the Company or the Selling Shareholder Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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 or and the Selling ShareholderStockholders, and (v) 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 and the each Selling Shareholder Stockholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company and each Selling Shareholder, severally and not jointly, Shareholder acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (ii) 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, the any Selling Shareholder, or their respective shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the any Selling 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 such Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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 or the any Selling Shareholder, and (v) 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 Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Fiduciaries. The Company Company, the Bank and the Selling Shareholders each Selling Shareholder, severally acknowledge and not jointly, acknowledges and agrees agree that (i) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Company, the Bank and the Selling Shareholders, Shareholders on the one hand, and the several Underwriters, on the other hand, (ii) 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, the Bank and the Selling Shareholder, Shareholders or their respective shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or assumed, and will assume not assume, an advisory or fiduciary responsibility in favor of the Company or Company, the Bank and the Selling Shareholder 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 Company, the Bank and the Selling Shareholder Shareholders on other matters) and no Underwriter has any an obligation to the Company or Company, the Bank and the Selling Shareholder Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters each Underwriter and their respective affiliates may be its Affiliates is engaged in a broad range of transactions that involve interests that differ differ, or may differ, from those of the Company or Company, the Bank and the Selling ShareholderShareholders and shall have no obligation to disclose any information regarding such transactions or interests, and (v) the Underwriters have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Company, the Bank and the Selling Shareholder has Shareholders have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.