ACCEPT AND ACKNOWLEDGE ON ITS
BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY PROCEEDING IN
ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT.
15.
PARTIES AT INTEREST:
THE AGREEMENT HEREIN SET FORTH HAS BEEN AND
IS MADE SOLELY FOR THE BENEFIT OF THE INITIAL PURCHASERS AND THE COMPANY AND, TO
THE EXTENT PROVIDED IN SECTION 10 HEREOF, THE CONTROLLING PERSONS, DIRECTORS AND
OFFICERS REFERRED TO IN SUCH SECTION, AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS,
EXECUTORS AND ADMINISTRATORS. NO OTHER PERSON, PARTNERSHIP, HEIRS, PERSONAL
REPRESENTATIVES, ASSOCIATION OR CORPORATION (INCLUDING A PURCHASER, AS SUCH
PURCHASER, FROM ANY OF THE INITIAL PURCHASERS) SHALL ACQUIRE OR HAVE ANY RIGHT
UNDER OR BY VIRTUE OF THIS AGREEMENT.
16.
NO FIDUCIARY RELATIONSHIP. THE COMPANY HEREBY ACKNOWLEDGES THAT
THE INITIAL PURCHASERS ARE ACTING SOLELY AS INITIAL PURCHASERS IN CONNECTION
WITH THE PURCHASE AND SALE OF THE COMPANY'S SECURITIES. THE COMPANY FURTHER
ACKNOWLEDGES THAT THE INITIAL PURCHASERS ARE ACTING PURSUANT TO A CONTRACTUAL
RELATIONSHIP CREATED SOLELY BY THIS AGREEMENT ENTERED INTO ON
26
AN ARM'S LENGTH BASIS, AND IN NO EVENT DO THE PARTIES INTEND THAT THE INITIAL
PURCHASERS ACT OR BE RESPONSIBLE AS A FIDUCIARY TO THE COMPANY, ITS MANAGEMENT,
STOCKHOLDERS OR CREDITORS OR ANY OTHER PERSON IN CONNECTION WITH ANY ACTIVITY
THAT THE INITIAL PURCHASERS MAY UNDERTAKE OR HAVE UNDERTAKEN IN FURTHERANCE OF
THE PURCHASE AND SALE OF THE COMPANY'S SECURITIES, EITHER BEFORE OR AFTER THE
DATE HEREOF. THE INITIAL PURCHASERS 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 AND THE INITIAL PURCHASERS 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 INITIAL PURCHASERS 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 INITIAL PURCHASERS 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.
17.
COUNTERPARTS:
THIS AGREEMENT MAY BE SIGNED BY THE PARTIES IN ONE
OR MORE COUNTERPARTS WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT
AMONG THE PARTIES. DELIVERY OF AN EXECUTED COUNTERPART BY FACSIMILE SHALL BE
EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART THEREOF.
18.
SUCCESSORS AND ASSIGNS:
THIS AGREEMENT SHALL BE BINDING UPON THE
INITIAL PURCHASERS AND THE COMPANY AND THEIR SUCCESSORS AND ASSIGNS AND ANY
SUCCESSOR OR ASSIGN OF ANY SUBSTANTIAL PORTION OF THE COMPANY'S AND ANY OF THE
INITIAL PURCHASERS' RESPECTIVE BUSINESSES AND/OR ASSETS.
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