Nature of Underwriters’ Obligations. The Company acknowledges and agrees that (i) the purchase and sale of the Designated Securities pursuant to this Agreement and the Pricing Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and the Pricing Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate. The Company agrees that it shall not claim that the Underwriters, or any of them, have rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with the offering of the Designated Securities contemplated hereby or the process leading thereto.
Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ Axxxxxx Xxxxx Name: Axxxxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BOFA SECURITIES, INC. By: /s/ Sxxxx Xxxxxx Name: Sxxxx Xxxxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. By: /s/ Rxxxxxx Xxxxx Name: Rxxxxxx Xxxxx Title: Managing Director PNC CAPITAL MARKETS LLC By: /s/ Vxxxxxx Xxxxxxx Name: Vxxxxxx Xxxxxxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Managing Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Amount of Securities BofA Securities, Inc. $66,000,000 MUFG Securities Americas Inc. 66,000,000 PNC Capital Markets LLC 66,000,000 RBC Capital Markets, LLC 66,000,000 Sxxxxxx Xxxxxxxx Shank & Co., LLC 24,000,000 Comerica Securities, Inc. 12,000,000 Total $300,000,000 Representatives: BofA Securities, Inc., MUFG Securities Americas Inc., PNC Capital Markets LLC and RBC Capital Markets, LLC Proceeds to issuer (before offering expenses): $298,065,000. SCHEDULE B ISSUER FREE WRITING PROSPECTUSES
Nature of Underwriters’ Obligations. The Company acknowledges and agrees that, in connection with all aspects of the transactions contemplated by this Agreement, the Company and the Underwriters have an arms-length business relationship that creates no fiduciary duty on the part of any Underwriter, and each expressly disclaims any fiduciary relationship.
Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Notes: (a) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Notes.
Nature of Underwriters’ Obligations. Each of the Operating Partnership and the Parent Guarantor acknowledges and agrees that (i) the purchase and sale of the Designated Securities pursuant to this Agreement and the applicable Pricing Agreement is an arm’s-length commercial transaction between the Operating Partnership and the Parent Guarantor, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or fiduciary of the Operating Partnership or the Parent Guarantor, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Operating Partnership or the Parent Guarantor with respect to the offering of the Designated Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Operating Partnership or the Parent Guarantor on other matters) or any other obligation to the Operating Partnership or the Parent Guarantor except the obligations expressly set forth in this Agreement and the applicable Pricing Agreement and (iv) the Operating Partnership or the Parent Guarantor have consulted their own legal and financial advisors to the extent they deemed it appropriate. Each of the Operating Partnership and the Parent Guarantor agrees that it will not claim that the Underwriters, or any of them, owes an advisory, fiduciary or similar duty to the Operating Partnership or the Parent Guarantor in connection with such transaction or the process leading thereto.
Nature of Underwriters’ Obligations. The Company and the Operating Partnership acknowledge and agree that (i) the purchase and sale of the Designated Shares pursuant to this Agreement and the applicable Pricing Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or the Operating Partnership, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or the Operating Partnership with respect to the offering of the Designated Shares or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Operating Partnership on other matters) or any other obligation to the Company or the Operating Partnership except the obligations expressly set forth in this Agreement and the applicable Pricing Agreement and (iv) the Company and the Operating Partnership have consulted their own legal and financial advisors to the extent they deemed it appropriate. The Company and the Operating Partnership agree that they shall not claim that the Underwriters, or any of them, owes an advisory, fiduciary or similar duty to the Company in connection with such transaction or the process leading thereto.
Nature of Underwriters’ Obligations. The Company and the Guarantor acknowledge that in connection with the offering of the Notes: (a) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company, the Guarantor or any other person, (b) the Underwriters owe the Company and the Guarantor only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (c) the Underwriters may have interests that differ from those of the Company and the Guarantor. The Company and the Guarantor waive to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Notes.
Nature of Underwriters’ Obligations. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to the Underwriting Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated by the Underwriting Agreement and the process leading to such transaction, each Underwriter is, and has been, acting solely as a principal and is not the agent or fiduciary of the Company directly or indirectly, (iii) no Underwriter has assumed, or will assume, an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated by the Underwriting Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any similar obligation to the Company with respect to the offering of the Securities contemplated by the Underwriting Agreement except the obligations expressly set forth in the Underwriting Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate.
Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.
Nature of Underwriters’ Obligations. Each of the Operating Partnership and the Parent Guarantor acknowledges and agrees that (i) the purchase and sale of the Designated Securities pursuant to this Agreement and the applicable Pricing Agreement is an arm's-length commercial transaction between the Operating Partnership and the Guarantors, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or fiduciary of the Operating Partnership, the Parent Guarantor or the Subsidiary Guarantors, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Operating Partnership, the Parent Guarantor or the Subsidiary Guarantors with respect to the offering of the Designated Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Operating Partnership, the Parent Guarantor or the Subsidiary Guarantors on other matters) or any other obligation to the Operating Partnership, the Parent Guarantor or the Subsidiary Guarantors except the obligations expressly set forth in this Agreement and the applicable Pricing Agreement and (iv) the Operating Partnership, the Parent Guarantor and the Subsidiary Guarantors have consulted their own legal and financial advisors to the extent they deemed appropriate. Each of the Operating Partnership and the Parent Guarantor agrees that it shall not claim that the Underwriters, or any of them, owes an advisory, fiduciary or similar duty to the Operating Partnership, the Parent Guarantor or the Subsidiary Guarantors, in connection with such transaction or the process leading thereto.
