Authority Relative to this Agreement The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of this Agreement by the holders of two-thirds of the outstanding Shares in accordance with the MBCL, to consummate the transactions contemplated hereby. This Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval of this Agreement by the holders of two-thirds of the outstanding Shares in accordance with the MBCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Newco, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Company has taken, or will take in accordance with Section 6.14, all action necessary to ensure that, so long as this Agreement shall not have been terminated pursuant to Article VIII hereof, no "Rights" (as that term is defined in that certain Rights Agreement dated as of September 23, 1993 (the "Rights Agreement"), between the Company and First Chicago Trust Company of New York, a New York corporation) are issued or required to be issued to the stockholders of the Company by virtue of the execution and delivery of this Agreement or the Textron Voting Agreement. The Company and each Company Subsidiary have taken all necessary action to exempt the transactions contemplated by this Agreement and the Textron Voting Agreement from, or if necessary to challenge the validity or applicability of, any applicable "moratorium," "fair price," "business combination," "control share" or other state anti- takeover Laws (collectively, "Takeover Laws"), including, without limitation, Chapters 110C, 110D, 110E and 110F of the Massachusetts General Laws. Each of the Company and each Company Subsidiary has taken all action so that the entering into of this Agreement and the Textron Voting Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and the Textron Voting Agreement do not and will not result in the grant of any rights to any person under the Articles of Organization or Articles or Certificate of Incorporation, By-Laws or other governing instruments of the Company or any Company Subsidiary or restrict or impair the ability of Parent or any of its subsidiaries to vote, or otherwise to exercise the rights of a shareholder with respect to, shares of the Company or any Company Subsidiary that may be directly or indirectly acquired or controlled by it or to otherwise engage in transactions with the Company or any Company Subsidiary.
Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.
No Advisory Relationship a. You acknowledge and agree that (i) the purchase and sale of Notes is an arms-length transaction between you and Prosper; (ii) in connection with the purchase and sale of Notes, Prosper is not acting as your agent or fiduciary; (iii) Prosper assumes no advisory or fiduciary responsibility with respect to you in connection with the purchase and sale of Notes; (iv) Prosper has not provided you with any legal, accounting, regulatory or tax advice with respect to Notes; and (v) you have consulted your own legal, accounting, regulatory and tax advisors with respect to the Notes to the extent you have deemed it appropriate.
No Advisory or Fiduciary Relationship The Company acknowledges and agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company 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) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
Obligations Solely Contractual in Nature; No Fiduciary Relationship The Depositor acknowledges and agrees that the responsibility to the Depositor of the Underwriters pursuant to this Agreement is solely contractual in nature and that none of the Underwriters or their affiliates will be acting in a fiduciary or advisory capacity, or will otherwise owe any fiduciary or advisory duty, to the Depositor pursuant to this Agreement in connection with the offering of the Registered Certificates and the other transactions contemplated by this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Depositor, UBS AG and the several Underwriters. Very truly yours, UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Managing Director By: /s/ Rxxxxxx X.X. Xxxxx Name: Rxxxxxx X.X. Xxxxx Title: Executive Director UBS AG By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Managing Director By: /s/ Rxxxxxx X.X. Xxxxx Name: Rxxxxxx X.X. Xxxxx Title: Executive Director UBS 2017-C6 – Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. UBS SECURITIES LLC By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Managing Director By: /s/ Rxxxxxx X.X. Xxxxx Name: Rxxxxxx X.X. Xxxxx Title: Executive Director CANTOR FXXXXXXXXX & CO. By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Chief Executive Officer SG AMERICAS SECURITIES, LLC By: /s/ Jxx Xxxxxxx Name: Jxx Xxxxxxx Title: Director NATIXIS SECURITIES AMERICAS LLC By: /s/ Jxxxx Xxxx Name: Jxxxx Xxxx Title: Executive Director /s/ Dxxxxxxx Xxxxxxxx Dxxxxxxx Xxxxxxxx Vice President UBS 2017-C6 – Underwriting Agreement KEYBANC CAPITAL MARKETS INC. By: /s/ Gxxx X. Xxxxxxx Name: Gxxx X. Xxxxxxx Title: Managing Director KeyBanc Capital Markets Inc. ACADEMY SECURITIES, INC. By: /s/ Mxxxxxx Xxxx Name: Mxxxxxx Xxxx Title: Chief Compliance Officer UBS 2017-C6 – Underwriting Agreement SCHEDULE I Underwriting Agreement, dated as of December 1, 2017. Certificates: UBS Commercial Mortgage Trust 2017-C6, Commercial Mortgage Pass-Through Certificates, Series 2017-C6 Class Initial Aggregate Certificate Balance or Notional Amount of Class Aggregate Certificate Balance or Notional Amount of Class to be Purchased by UBS Securities LLC Aggregate Certificate Balance or Notional Amount of Class to be purchased by Cxxxxx Fxxxxxxxxx & Co. Aggregate Certificate Balance or Notional Amount of Class to be purchased by SG Americas Securities, LLC Aggregate Certificate Balance or Notional Amount of Class to be purchased by KeyBanc Capital Markets Inc. Aggregate Certificate Balance or Notional Amount of Class to be purchased by Natixis Securities Americas LLC Aggregate Certificate Balance or Notional Amount of Class to be Purchased by Academy Securities, Inc. Initial Pass-Through Rate Purchase Price(1) Class A-1 $ 21,136,000 $ 21,136,000 $0 $0 $0 $0 $0 2.3442% 99.99979% Class A-2 $ 63,519,000 $ 63,519,000 $0 $0 $0 $0 $0 3.3585% 102.99988% Class A-SB $ 32,627,000 $ 32,627,000 $0 $0 $0 $0 $0 3.5042% 102.99999% Class A-3 $ 40,000,000 $ 40,000,000 $0 $0 $0 $0 $0 3.5806% 102.99984% Class A-4 $ 148,878,000 $ 148,878,000 $0 $0 $0 $0 $0 3.3198% 100.99943% Class A-5 $ 165,633,000 $ 165,633,000 $0 $0 $0 $0 $0 3.5795% 102.99931% Class A-BP $ 7,500,000 $ 7,500,000 $0 $0 $0 $0 $0 3.8858% 99.99955% Class X-A $ 471,793,000(2) $ 471,793,000(2) $0 $0 $0 $0 $0 1.0469% 7.88083% Class X-BP $ 7,500,000 $ 7,500,000 $0 $0 $0 $0 $0 0.5685% 0.23438% Class A-S $ 76,174,000 $ 76,174,000 $0 $0 $0 $0 $0 3.9323% 102.99924% Class B $ 30,811,000 $ 30,811,000 $0 $0 $0 $0 $0 4.1539% 102.99956% Class C $ 26,533,000 $ 26,533,000 $0 $0 $0 $0 $0 4.4543% 100.43245%
No Agency Relationship Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.
No Fiduciary Relationship The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that 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, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to 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 with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.
Authority Relative to this Agreement; Recommendation The Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except, if required by law, the approval and adoption of this Agreement and the Merger by the holders of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principle is applied in a proceeding at law or in equity). The Board has duly and validly approved, and taken all corporate actions required to be taken by the Board (including but not limited to all actions the Board reasonably believes to be required to render the provisions of Title 3, Subtitles 2, 6 and 7 of the MGCL, "Special Voting Requirements" and "Voting Rights of Certain Control Shares", respectively, inapplicable to Parent and Acquisition) for the consummation of, the transactions contemplated hereby, including the Offer and the acquisition of the Shares pursuant thereto, the Preferred Stock Issuance and the Merger.
ABSENCE OF FIDUCIARY RELATIONSHIPS The parties acknowledge and agree that (i) the Dealer Manager’s responsibility to the Company and the Advisor is solely contractual in nature, and (ii) the Dealer Manager does not owe the Company, the Advisor, any of their respective affiliates or any other Person any fiduciary (or other similar) duty as a result of this Agreement or any of the transactions contemplated hereby.
Other Related Activities (a) The Administrator and Affiliates thereof shall have the right to engage in the following activities (subject to compliance with laws and intellectual property rights of third parties) in exchange for the payment of an annual royalty of $10.00 per annum:
