Common use of No Fiduciary Duty Clause in Contracts

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringthe Offering, sale of the Stock Units or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringthe Offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, commercial and based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Bonds or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockBonds, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, commercial and based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock offering or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, existsexists in connection with the offering of the Offered Securities; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, Company in connection with respect to the determination offering of the public offering price of the Stock, Offered Securities and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company in connection with the offering of the Offered Securities shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters related to such transactions will be performed solely for the benefit of the Underwriters and not on behalf of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, offering and sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the otherother hand, is entirely and solely commercial, commercial and is based on arms-length arms’-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The To the full extent allowed by law, the Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the sale of the Stock Offered Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockOffered Securities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this the offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the sale of the Stock Offered Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert experts or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockOffered Securities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on armsarm’s-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this the offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Underwritten Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockUnderwritten Securities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-arms length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship relationships between the Company and any other person, on the one hand, and the Underwriters, on the other, existsexist; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, Company on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Bonds or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other personCompany, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockBonds, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, commercial and based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the offering and the sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the otherother hand, is entirely and solely commercial, based on armsarm’s-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives waives, to the extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the Offering and sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Offering and sale of the Shares; provided, however, that such waiver shall not limit the rights of the parties to this offeringAgreement under Section 10 hereof.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert experts or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges Issuers acknowledge and agrees agree that in connection with this offering, offering and sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company Issuers and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to either of the CompanyIssuers, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the CompanyIssuers, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company Issuers shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the CompanyIssuers. The Company Issuers hereby waives waive any claims that the Company they may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (b) the Underwriters are Underwriter is not acting as advisorsadvisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on armsarm’s-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringthe offering of the Notes, the sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. Furthermore, the Company agrees that it is responsible for making its own judgments and decisions in connection with this offering. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringthe offering of the Shares, the sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. Furthermore, the Company agrees that it is responsible for making its own judgments and decisions in connection with this offering. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Initial Purchasers may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersInitial Purchasers: (ai) no fiduciary or agency relationship between the Company Company, and any other person, on the one hand, and the UnderwritersInitial Purchasers, on the other, exists; (bii) the Underwriters Initial Purchasers are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering purchase price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, Initial Purchasers is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Initial Purchasers may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Initial Purchasers and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives waive any claims that the Company may have against the Underwriters Initial Purchasers with respect to any breach of fiduciary duty in connection with this offeringthe Securities.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Offered Securities or any other services the Underwriters Placement Agent may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersPlacement Agent: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersPlacement Agent, on the other, exists; (bii) the Underwriters are Placement Agent is not acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockOffered Securities, and such relationship between the Company, on the one hand, and the UnderwritersPlacement Agent, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Placement Agent may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Placement Agent and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Placement Agent with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Initial Purchasers may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersInitial Purchasers: (ai) no fiduciary or agency relationship between the Company Company, and any other person, on the one hand, and the UnderwritersInitial Purchasers, on the other, exists; (bii) the Underwriters Initial Purchasers are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering purchase price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, Initial Purchasers is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Initial Purchasers may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Initial Purchasers and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Initial Purchasers with respect to any breach of fiduciary duty in connection with this offeringthe Securities.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Bonds or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockBonds, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringOffering, sale of the Stock Public Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockPublic Securities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company Partnership acknowledges and agrees that in connection with this offering, sale of the Stock Units or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company Partnership and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the CompanyPartnership, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the CompanyPartnership, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company Partnership shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the CompanyPartnership. The Company Partnership hereby waives any claims that the Company it may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the otherother hand, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, commercial and based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees agree that in connection with this offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockPreference Shares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this the offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company it may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees Parent acknowledge and agree that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company Company, Parent and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to either the Company, including, without limitation, with respect to the determination of the public offering price of the StockCompany or Parent, and such relationship between the CompanyCompany and Parent, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company or Parent shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the CompanyCompany and Parent. Furthermore, the Company and Parent agree that they are solely responsible for making their own judgments and decisions in connection with this offering. The Company and Parent hereby waives waive any claims that the Company or Parent may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company; and (e) the Company has consulted its own legal and financial advisors to the extent they deemed appropriate. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, offering and sale of the Stock Securities or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringthe Offering, sale of the Stock Units or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringthe Offering. 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 Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringthe Offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringthe Offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringthe Offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringthe Offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives waive any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company and the Trust each acknowledges and agrees that in connection with this offering, offering and sale of the Stock Units or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company Company, the Trust and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to either the CompanyCompany or the Trust, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the CompanyCompany and the Trust, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company or the Trust shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the CompanyCompany and the Trust. The Company and the Trust each hereby waives any claims that the Company or the Trust may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company Partnership acknowledges and agrees that in connection with this offering, offering and sale of the Stock Units or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company Partnership and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the CompanyPartnership, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the CompanyPartnership, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company Partnership shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the CompanyPartnership. The Company Partnership hereby waives any claims that the Company it may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company it may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwritersany Underwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are each Underwriter is not acting as advisorsan advisor, expert or otherwise, to either the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriterseach Underwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters each Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters each Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisorsadvisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their its respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other personCompany, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, commercial and based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Common Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockCommon Shares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives waive any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company hereby acknowledges and agrees that in connection with this offeringOffering, sale of the Stock Offered Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price Offering Price of the StockOffered Shares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringOffering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company Partnership acknowledges and agrees that in connection with this offering, sale of the Stock Units or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company Partnership and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the CompanyPartnership, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the CompanyPartnership, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company Partnership shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the CompanyPartnership. The Company Partnership hereby waives any claims that the Company Partnership may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringthe Offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Offered Securities or any other services the Underwriters Placement Agent may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersPlacement Agent: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersPlacement Agent, on the other, exists; (bii) the Underwriters are Placement Agent is not acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockOffered Securities, and such relationship between the Company, on the one hand, and the UnderwritersPlacement Agent, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Placement Agent may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Placement Agent and their its respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Placement Agent with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees the Trust acknowledge and agree that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the CompanyCompany and the Trust, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company and the Trust shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees agree that in connection with this offering, sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisorsadvisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Initial Purchasers may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersInitial Purchasers: (a) no fiduciary or agency relationship exists between the Company and any other person, on the one hand, and the UnderwritersInitial Purchasers, on the other, existsother hand; (b) the Underwriters Initial Purchasers are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering purchase price of the StockNotes, and such relationship between the Company, on the one hand, and the UnderwritersInitial Purchasers, on the otherother hand, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters Initial Purchasers may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters Initial Purchasers and their respective affiliates may have interests that differ from those of the Company; and (e) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company hereby waives any claims that the Company may have against the Underwriters Initial Purchasers with respect to any breach of fiduciary duty in connection with this offeringthe Notes.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company in connection with the offering of the Stock shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockNotes, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this the offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersInitial Purchasers, the Company acknowledges and agrees that: (ai) no nothing herein shall create a fiduciary or agency relationship between the Company and any other personCompany, on the one hand, and the UnderwritersInitial Purchasers, on the other, exists; (bii) the Underwriters Initial Purchasers are not acting as advisors, expert or otherwise, to the CompanyCompany in connection with this offering, including, without limitation, with respect to the determination sale of the public offering price of Notes or any other services the Stock, and such Initial Purchasers may be deemed to be providing hereunder; (iii) the relationship between the Company, on the one hand, and the Underwriters, Initial Purchasers on the other, is entirely and solely commercial, based on arms-length negotiations; (civ) any duties and obligations that the Underwriters Initial Purchasers may have to the Company shall be limited to those duties and obligations specifically stated herein; and (dv) the Underwriters Initial Purchasers and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, offering and sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock ADSs or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockADSs, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Companythe, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringthe Offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringthe Offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Units or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwritersan Underwriter: (ai) no fiduciary or agency relationship between the Company and any other personPerson, on the one hand, and the Underwritersany Underwriter, on the other, exists; (bii) the Underwriters are not no Underwriter is acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters Underwriter are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Offered ADSs or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockADSs, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company it may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company hereby acknowledges and agrees that in connection with this offering, sale of the Stock Offered Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockOffered Shares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the offering and sale of the Stock Units or any other services the Underwriters Placement Agent may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersPlacement Agent: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersPlacement Agent, on the other, exists; (bii) the Underwriters Placement Agent are not acting as advisors, expert experts or otherwise, to the CompanyCompany , including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the Company, on the one hand, and the UnderwritersPlacement Agent, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Placement Agent may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Placement Agent and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Placement Agent with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (b) the Underwriters are Underwriter is not acting as advisors, expert experts or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters Underwriter and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert experts or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, commercial and based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that 6477224 the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringduty.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offeringthe offering of the Offered Shares, the sale of the Stock Offered Shares or any other services the Underwriters Managers may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersManagers: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersManagers, on the other, exists; (bii) the Underwriters Managers are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the UnderwritersManagers, on the other, is entirely and solely commercial, based on armsarm’s-length negotiations; (ciii) any duties and obligations that the Underwriters Managers may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Managers and their respective affiliates may have interests that differ from those of the Company. Furthermore, the Company agrees that it is solely responsible for making its own judgments and decisions in connection with this offering. The Company hereby waives any claims that the Company it may have against the Underwriters Managers with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Bonds or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other personCompany, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockBonds, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with the foregoing matters in this offeringSection 8.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, the Offering and sale of the Stock Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Offering and sale of the Shares; provided, however, that such waiver shall not limit the rights of the parties to this offeringAgreement under Section 11 hereof.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Shares or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other personPerson, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockShares, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the several Underwriters, on the other, exists; (bii) the several Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockPreference Shares, and such relationship between the Company, on the one hand, and the several Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the several Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the several Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this the offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Firm Securities and Option Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert experts or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockCommon Units and Pre-Funded Units, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, offering and sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the otherother 501487007v3 hand, is entirely and solely commercial, commercial and is based on arms-length arms’-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The To the full extent allowed by law, the Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, offering and sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting pre-existing relationship, advisory or 27 otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the otherother hand, is entirely and solely commercial, commercial and is based on arms-length arms’-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The To the full extent allowed by law, the Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to either the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offeringthe Offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Bonds or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockBonds, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, commercial and based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company 5915781 hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Offered Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (bii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockOffered Securities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this the offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, offering and sale of the Stock Series A Notes or any other services the Underwriters Initial Purchasers may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersInitial Purchasers: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersInitial Purchasers, on the other, exists; (bii) the Underwriters Initial Purchasers are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, Company and such relationship between the Company, on the one hand, and the UnderwritersInitial Purchasers, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Initial Purchasers may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Initial Purchasers and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Initial Purchasers with respect to any breach of fiduciary duty in connection with this offeringthe Offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Units or any other services the Underwriters Placement Agent may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersPlacement Agent: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersPlacement Agent, on the other, exists; (bii) the Underwriters are Placement Agent is not acting as advisorsan advisor, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockUnits, and such relationship between the Company, on the one hand, and the UnderwritersPlacement Agent, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Placement Agent may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Placement Agent and their respective its affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Placement Agent with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, Company and the Underwriters, on the other, Underwriter is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this offeringthe offering of the Securities.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the UnderwritersUnderwriter, on the other, exists; (bii) the Underwriters are Underwriter is not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the UnderwritersUnderwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters Underwriter and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with this the offering.

No Fiduciary Duty. The Company acknowledges and agrees agree that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (ai) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, existsexists with respect to this Offering; (bii) the Underwriters are not acting as advisorsan advisor, expert or otherwise, to the Company, including, including without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (ciii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (div) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the otherother hand, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives and agrees not to assert any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert experts or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the StockSecurities, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.