Absence of Fiduciary Relationship Contract Clauses (2,373)

Grouped Into 19 Collections of Similar Clauses From Business Contracts

This page contains Absence of Fiduciary Relationship clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have been retained solely to act as underwriter in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Underwriters and the Company, or any other party, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters has advised or is a...dvising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. View More
Found in ALBIREO PHARMA, INC. contract
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Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's The Underwriters' responsibility to the Company is solely contractual in nature, the Underwriters have Representative has been retained solely to act as an underwriter in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, Representative has been created in respect of any of the transactions contemplated by this Agreement, irre...spective of whether any of the Underwriters Representative has advised or is are advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and 28 (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. View More
Found in SUNESIS PHARMACEUTICALS INC contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company (a)the Agent is acting solely contractual in nature, the Underwriters have been retained solely to act as underwriter agent in connection with the sale public offering of the Stock Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or advisory or agency relationship between the Underwriters an...d the Company, Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of or not the Underwriters Agent has advised or is advising the Company on other matters; (b) matters, and the price of Agent has no obligation to the Stock Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company Agreement; (b)it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) (c)the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has been advised consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (d)it is aware that the Representatives Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; and (d) it -38- (e)it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Representatives Agent shall not have no any liability (whether direct or indirect) indirect, in contract, tort or otherwise) to the Company it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including stockholders, employees or creditors of the Company. View More
Found in Cytokinetics, Incorporated contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have HCW has been retained solely to act as underwriter sales agent in connection with the sale of the Stock Placement Shares and that no fiduciary, advisory or agency fiduciary relationship between the Underwriters Company and the Company, or any other party, HCW has been created in respect of any of the transactions contemplated by this Agreement, irr...espective of whether any of the Underwriters HCW has advised or is advising the Company on other matters; 30 (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Company has been advised that the Representatives HCW and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have HCW has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives HCW, for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement, and agrees that the Representatives HCW shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. claim. View More
Found in AGILE THERAPEUTICS INC contract
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Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Representatives have been retained solely to act as an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Representatives have advised or are advising the Company on other matters; (b) the price and other terms of the Securities ...set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. -34- 14. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) As used in this Section: "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and "U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. View More
Found in LEAP THERAPEUTICS, INC. contract
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Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Securityholder severally and not jointly acknowledge and agree that: (a) the Representatives have No Other Relationship. The Representative has been retained solely to act as an underwriter underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company or the Selling Securityholder, on the one hand, and the Representatives Representative, on the other, has been created i...n respect of any of the transactions contemplated by this Agreement, Agreement or the Final Prospectus, irrespective of whether the Representatives have Representative has advised or are is advising the Company or the Selling Securityholder on other matters; (b) the Arms' Length Negotiations. The price and other terms of the Offered Securities set forth in this Agreement were was established by the Company following discussions and arms-length negotiations with the Representatives Representative, and each of the Company and the Company Selling Securityholder is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it Absence of Obligation to Disclose. Each of the Company and the Selling Securityholder has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Selling Securityholder and that the Representatives have Representative has no obligation to disclose such interest interests and transactions to the Company or the Selling Securityholder by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Representatives are acting, in respect Waiver. Each of the transactions contemplated by this Agreement, solely for the benefit of the Representatives Company and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives Selling Securityholder waives, to the fullest extent permitted by law, any claims that it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company or the Selling Securityholder in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. -34- 14. 21 18. Recognition of the U.S. Special Resolution Regimes. Regimes (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) As used in For purposes of this Section: Section 18, a "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); 1841(k). "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); 382.2(b). "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and applicable. "U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. View More
Found in LAUREATE EDUCATION, INC. contract
Absence of Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledges and agrees that: (a) the Representatives have Representative has been retained solely to act as an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company or any Selling Stockholder and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Representatives have Repr...esentative has advised or are advising the Company or any Selling Stockholder on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company and each of the Selling Stockholders following discussions and arms-length negotiations with the Representatives Representative and the Company and each of the Selling Stockholders is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and each of the Selling Stockholders and that the Representatives have Representative has no obligation to disclose such interest and transactions to the Company or any Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Representatives are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives Representative and the other Underwriters, and not on behalf of the Company; Company or any Selling Stockholder; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company or any Selling Stockholder in respect of such a fiduciary duty claim on behalf of or in right of any Selling Stockholder or the Company, including stockholders, employees or creditors of the Company. -34- -41- 14. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) As used in this Section: Section 14: "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); 1841(k). "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or -42- (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); 382.2(b). "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and applicable. "U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. View More
Found in ZYNEX INC contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Representatives have Underwriter has been retained solely to act as an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Representatives have Underwriter has advised or are advising the Company on other matters; (b) ...the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Representatives Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Underwriter has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Representatives are Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, Underwriter, and not on behalf of the Company; and (e) it, he or she it waives to the fullest extent permitted by law, any claims it may have against the Representatives Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. -34- 14. -28- 12. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any the Underwriter that is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such the Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that any the Underwriter that is a Covered Entity or a BHC Act Affiliate of such the Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such the Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) As used in this Section: Section 12: "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); 1841(k). "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); 382.2(b). "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and applicable. "U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. -29- 13. Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Underwriter hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. View More
Found in Qumu Corp contract
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Absence of Fiduciary Relationship. The Company and the Manager acknowledge and agree that: (a) No Other Relationship. The Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company or the Manager, on the one hand, and the Underwriters, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Underwriters h...ave advised or are advising the Company or the Manager on other matters; (b) Arms' Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms'-length negotiations with the Underwriters, and the Company and the Manager are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement;(c) Absence of Obligation to Disclose. The Company and the Manager have been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Manager and that the Underwriters have no obligation to disclose such interests and transactions to the Company or the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) Waiver. The Company and the Manager waive, to the fullest extent permitted by law, any claims they may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Manager in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Manager, including stockholders, employees or creditors of the Company or the Manager. View More
Found in Ellington Financial Inc. contract
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Absence of Fiduciary Relationship. The Company and the Manager acknowledge and agree that: (a) No Other Relationship. The Underwriters Representatives have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company or the Manager, on the one hand, and the Underwriters, on Manager and the other, Representatives has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus..., irrespective of whether the Underwriters Representatives have advised or are is advising the Company or the Manager on other matters; (b) matters;(b) Arms' Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms'-length arms' length negotiations with the Underwriters, Representatives, and the Company and or the Manager are is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement;(c) Agreement; 39 (c) Absence of Obligation to Disclose. The Company and the Manager have been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Manager Manager, and that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company or the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) Waiver. The Each of the Company and the Manager waive, waives, to the fullest extent permitted by law, any claims they may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company or the Manager in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Manager, including stockholders, shareholders, employees or creditors of the Company or the Manager. View More
Found in AG Mortgage Investment Trust, Inc. contract
Absence of Fiduciary Relationship. The Company acknowledges and the Manager acknowledge and agree agrees that: (a) No Other Relationship. The Underwriters have Each Manager has been retained solely to act as underwriters sales agent in connection with the purchase and sale of the Offered Securities Shares and that no fiduciary, advisory or agency relationship between the Company or the Manager, on the one hand, and the Underwriters, on the other, each Manager has been created in respect of any of the transactions contemplated by ...this Agreement or the Final Prospectus, irrespective of whether the Underwriters have Manager has advised or are is advising the Company or the Manager on other matters; (b) Arms' Length Arms-Length Negotiations. The price of the Offered Securities Shares set forth in this Agreement was will be established by the Company following discussions and arms'-length arms-length negotiations with the Underwriters, each Manager, and the Company and the Manager are is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement;(c) Agreement; (c) Absence of Obligation to Disclose. The Company and the Manager have has been advised that the Underwriters Managers and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Manager and that the Underwriters Managers have no obligation to disclose such interests and transactions to the Company or the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) Waiver. The Company and the Manager waive, waives, to the fullest extent permitted by law, any claims they it may have against the Underwriters Managers for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Managers shall have no liability (whether direct or indirect) to the Company or the Manager in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Manager, Company, including stockholders, employees or creditors of the Company or the Manager. Company. View More
Found in TELLURIAN INC. contract
Absence of Fiduciary Relationship. The Company acknowledges and the Manager acknowledge and agree agrees that: (a) No Other Relationship. The Underwriters Managers have been retained solely to act as underwriters sales agents in connection with the purchase and sale of the Offered Securities Shares and that no fiduciary, advisory or agency relationship between the Company or the Manager, on the one hand, and the Underwriters, on the other, Managers has been created in respect of any of the transactions contemplated by this Agreem...ent or the Final Prospectus, irrespective of whether the Underwriters Managers have advised or are advising the Company or the Manager on other matters; (b) Arms' Length Negotiations. The price of the Offered Securities Shares set forth in this Agreement was will be established by the Company following discussions and arms'-length arms' length negotiations with the Underwriters, Managers and the Company and the Manager are is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement;(c) Agreement; (c) Absence of Obligation to Disclose. The Company and the Manager have has been advised that the Underwriters Managers and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Manager and that the Underwriters Managers have no obligation to disclose such interests and transactions to the Company or the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) Waiver. The Company and the Manager waive, waives, to the fullest extent permitted by law, any claims they it may have against any of the Underwriters Managers for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Managers shall have no liability (whether direct or indirect) to the Company or the Manager in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Manager, Company, including stockholders, employees or creditors of the Company or the Manager. Company. View More
Found in Encore Capital Group, Inc. contract
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Absence of Fiduciary Relationship. The Company and the Operating Partnership jointly and severally acknowledge and agree that: (a)The Agent has been retained solely to act as an Agent in the capacity of an arm's length contractual counterparty to the Company in connection with the sale of the Shares that no fiduciary, advisory or agency relationship among the Company, the Operating Partnership and the Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has... advised or is advising the Company or the Operating Partnership on other matters; (b)each of the Company and the Operating Partnership is capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c)each of the Company and the Operating Partnership has been advised that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Operating Partnership and that the Agent has no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and (d)each of the Company and the Operating Partnership waives, to the fullest extent permitted by law, any claims it may have against the Agent, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Agent shall have no liability (whether direct or indirect) to the Company or the Operating Partnership in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Operating Partnership, including stockholders, partners, employees or creditors of the Company or the Operating Partnership. View More
Found in Ramco-Gershenson Properties Trust contract
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Absence of Fiduciary Relationship. The Company and the Operating Partnership jointly and severally acknowledge and agree that: (a)The Agent has been retained (a) CF&Co is acting solely to act as an Agent in the capacity of an arm's length contractual counterparty to the Company agent in connection with the sale public offering of the Shares that and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or advisory or agency relationship among b...etween the Company, the Operating Partnership or any of their respective affiliates, shareholders (or other equity holders), creditors or employees or any other party, on the one hand, and CF&Co, on the Agent other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent CF&Co has advised or is advising the Company or the Operating Partnership on other matters; (b)each matters, and CF&Co has no obligation to the Company or the Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; (b) each of the Company and the Operating Partnership is capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c)each (c) neither CF&Co nor any of its affiliates has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (d) each of the Company and the Operating Partnership has been advised that the Agent CF&Co and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Operating Partnership and that the Agent CF&Co has no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and (d)each (e) each of the Company and the Operating Partnership waives, to the fullest extent permitted by law, any claims it may have against the Agent, CF&Co or its affiliates, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Agent CF&Co and its affiliates shall have no liability (whether direct or indirect) to the Company or the Operating Partnership in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Operating Partnership, including stockholders, shareholders, partners, employees or creditors of the Company or the Operating Partnership. View More
Found in GLADSTONE COMMERCIAL CORP contract
Absence of Fiduciary Relationship. The (a) the Company is a sophisticated business enterprise that has retained the Underwriters for the limited purposes set forth in this Agreement, and the Underwriters', the Company's and the Operating Partnership jointly Partnership's respective rights and severally acknowledge and agree that: (a)The Agent has been retained solely to act as an Agent obligations are contractual in the capacity of an arm's length contractual counterparty to the Company in connection with the sale of the Shares t...hat no fiduciary, advisory or agency relationship among the Company, the Operating Partnership and the Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company or the Operating Partnership on other matters; (b)each of nature; (b) the Company and the Operating Partnership is are each capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c)each of (c) the Company and the Operating Partnership has have been advised that the Agent Underwriters and its their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Operating Partnership and that the Agent has Underwriters have no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and (d)each of (d) the Company and the Operating Partnership each disclaims any intention to impose fiduciary obligations on the Underwriters by virtue of the engagement contemplated by this Agreement; (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and the Company and the Operating Partnership have each consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (f) the Underwriters are full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for their own accounts or the accounts of their customers and hold long or short positions in the Common Stock; and (g) the Company and the Operating Partnership each waives, to the fullest extent permitted by law, any claims it may have against the Agent, Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Agent Underwriters shall have no liability (whether direct or indirect) to the Company or the Operating Partnership in respect of to such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Operating Partnership, including stockholders, shareholders, partners, employees or creditors of the Company or the Operating Partnership. View More
Found in Summit Hotel Properties, Inc. contract
Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership jointly acknowledges and severally acknowledge and agree agrees that: (a)The Agent has (a) the Underwriters have been retained solely to act as an Agent in the capacity of an arm's length contractual counterparty to the Company underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship among between the Company, Company and the Operating Partnership and the Agent Underwriters has been created ...in respect of any of the transactions contemplated by this Agreement, Agreement or the process leading thereto, irrespective of whether the Agent has Underwriters have advised or any of them is advising the Company or and the Operating Partnership on other matters; (b)each (b) the price of the Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, and the Operating Partnership Company is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c)each of the Company and the Operating Partnership (c) it has been advised that the Agent Underwriters and its their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or and the Operating Partnership and that the Agent no Underwriter has no an obligation to disclose such interests and transactions to the Company or and the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and (d)each of the Company and the Operating Partnership (d) it waives, to the fullest extent permitted by law, any claims it they may have against the Agent, Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Agent shall have no liability (whether direct or indirect) to the Company or the Operating Partnership in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Operating Partnership, including stockholders, partners, employees or creditors of the Company or the Operating Partnership. duty. View More
Found in Agree Realty Corp contract
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Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) The Purchasers have been retained solely to act as initial purchasers in connection with the initial purchase, offering and resale of the Notes and that no fiduciary, advisory or agency relationship between the Company and the Purchasers has been created in respect of any of the transactions contemplated by this Agreement or the Preliminary Offering Circular or the Final Offering Circular, irrespective of whether the Purchasers have advised or are ad...vising the Company on other matters; (b) The purchase price of the Notes set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Purchasers and the Company, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) The Company has been advised that the Purchasers and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Purchasers have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) The Company waives, to the fullest extent permitted by law, any claims it may have against the Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty arising out of the transactions contemplated by this Agreement and agrees that the Purchasers shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting such fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. View More
Found in Cheniere Energy Partners, L.P. contract
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Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) The Purchasers have been retained solely to act as initial purchasers in connection with the initial purchase, offering and resale of the Notes Securities and that no fiduciary, advisory or agency relationship between the Company and the Purchasers has been created in respect of any of the transactions contemplated by this Agreement or the Preliminary Offering Circular Memorandum or the Final Offering Circular, Memorandum, irrespective of whether the... Purchasers have advised or are advising the Company on other matters; (b) The purchase price of the Notes Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Purchasers and the Company, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) The Company has been advised that the Purchasers and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Purchasers have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) The Company waives, to the fullest extent permitted by law, any claims it may have against the Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty arising out of the transactions contemplated by this Agreement and agrees that the Purchasers shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting such fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. View More
Found in CHENIERE ENERGY INC contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) The Purchasers have Each Initial Purchaser's responsibility to the Company is solely contractual in nature, each Initial Purchaser has been retained solely to act as an initial purchasers purchaser in connection with the initial purchase, offering Offering and resale of the Notes and that no fiduciary, advisory or agency relationship between the Company and the Purchasers such Initial Purchaser has been created in respect of any of the transactions c...ontemplated by this Agreement or the Preliminary Offering Circular or the Final Offering Circular, Agreement, irrespective of whether any of the Initial Purchasers have has advised or are is advising the Company on other matters; (b) The purchase the price of the Notes Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Purchasers and the Company, Representatives, and the Company is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) The Company it has been advised that each of the Initial Purchasers and each of their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Initial Purchasers have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) The Company it waives, to the fullest extent permitted by law, any claims it may have against the Initial Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty arising out of the transactions contemplated by this Agreement and agrees that the Initial Purchasers shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, shareholders, employees or creditors of the Company. View More
Found in Sarepta Therapeutics, Inc. contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) The Purchasers have been retained solely to act as initial purchasers in connection with the initial purchase, offering and resale of the Notes and that no fiduciary, advisory or agency relationship between the Company and the Purchasers has been created in respect of any of the transactions contemplated by this Agreement or the Preliminary Offering Circular or the Final Offering Circular, irrespective of whether the Purchasers have advised or are ad...vising the Company on other matters; (b) The purchase price of the Notes set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Purchasers and the Company, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) The Company has been advised that the Purchasers and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Purchasers have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) The Company waives, to the fullest extent permitted by law, any claims it may have against the Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty arising out of the transactions contemplated by this Agreement and agrees that the Purchasers shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting such fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. 24 17. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. View More
Found in Sabine Pass Liquefaction, LLC contract
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Absence of Fiduciary Relationship. Each of the Issuers and the Guarantors acknowledge and agree that: (a) No Other Relationship. The Representative has been retained solely to act as initial purchasers in connection with the initial purchase, offering and resale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Issuers or the Guarantors and the Representative has been created in respect of any of the transactions contemplated by this Agreement or the Preliminary or Final Offering Circula...r, irrespective of whether the Representative has advised or is advising the Issuers or the Guarantors on other matters; (b) Arm's-Length Negotiations. The purchase price of the Offered Securities set forth in this Agreement was established by the Issuers and the Guarantors following discussions and arms-length negotiations with the Representative and the Issuers and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) Absence of Obligation to Disclose. The Issuers and the Guarantors have been advised that the Representative and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Issuers or the Guarantors and that the Representative has no obligation to disclose such interests and transactions to Issuers or the Guarantors by virtue of any fiduciary, advisory or agency relationship; and (d) Waiver. The Issuers and the Guarantors waive, to the fullest extent permitted by law, any claims they may have against the Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Representative shall have no liability (whether direct or indirect) to the Issuers or the Guarantors in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Issuers, including stockholders, employees or creditors of the Issuers or the Guarantors. View More
Found in CVR PARTNERS, LP contract
Absence of Fiduciary Relationship. Each of the Issuers Issuer and the Guarantors acknowledge acknowledges and agree agrees that: (a) No Other Relationship. The Representative each of the Underwriters has been retained solely to act as initial purchasers an underwriter in connection with the initial purchase, offering and resale sale of the Offered Securities Notes and that no fiduciary, advisory or agency relationship between the Issuers or Issuer and the Guarantors and the Representative Underwriters has been created in respect ...of any of the transactions contemplated by this Agreement or the Preliminary or Final Offering Circular, process leading thereto, irrespective of whether the Representative has Underwriters have advised or any of them is advising the Issuers or Issuer and the Guarantors on other matters; (b) Arm's-Length Negotiations. The purchase the price of the Offered Securities Notes set forth in this Agreement was established by the Issuers and the Guarantors Issuer following discussions and arms-length arm's-length negotiations with the Representative Underwriters, and the Issuers and the Guarantors are Issuer is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) Absence of Obligation to Disclose. The Issuers and the Guarantors have it has been advised that the Representative Underwriters and its their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Issuers or Issuer and the Guarantors and that the Representative no Underwriter has no an obligation to disclose such interests and transactions to Issuers or the Issuer and the Guarantors by virtue of any fiduciary, advisory or agency relationship; and (d) Waiver. The Issuers and the Guarantors waive, it waives, to the fullest extent permitted by law, any claims they it may have against the Representative Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Representative shall have no liability (whether direct or indirect) to the Issuers or the Guarantors in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Issuers, including stockholders, employees or creditors of the Issuers or the Guarantors. duty. View More
Found in Agree Realty Corp contract
Absence of Fiduciary Relationship. Each of the The Issuers and the Guarantors acknowledge and agree that: (a) No Other Relationship. The Representative has been retained solely to act as initial purchasers in connection with the initial purchase, offering offering, and resale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Issuers or and Guarantors, on the Guarantors one hand, and the Representative Representative, on the other, has been created in respect of any of the transactions co...ntemplated by this Agreement or the Preliminary or Final Offering Circular, irrespective of whether the Representative has advised or is advising the Issuers or the and Guarantors on other matters; (b) Arm's-Length Arms' Length Negotiations. The purchase price of the Offered Securities set forth in this Agreement was established by the Issuers and the Guarantors following discussions and arms-length negotiations with the Representative Representative, and the Issuers and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) Absence of Obligation to Disclose. The Issuers and the Guarantors have been advised that the Representative and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Issuers or the Guarantors and Guarantors, and that the Representative has no obligation to disclose such interests and transactions to the Issuers or the and Guarantors by virtue of any fiduciary, advisory or agency relationship; and (d) Waiver. The Each of the Issuers and each of the Guarantors waive, Guarantors, to the fullest extent permitted by law, any claims they it may have against the Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agree agrees that the Representative shall have no liability (whether direct or indirect) to the Issuers or the and Guarantors in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Issuers, Issuers and Guarantors, including stockholders, employees or creditors of the Issuers and Guarantors. 20 16. Applicable Law. This Agreement, and any claim, controversy or agreement arising from or relating to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the Issuers and each of the Guarantors hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the Guarantors. transactions contemplated hereby. Each of the Issuers and each of the Guarantors irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. View More
Found in Parsley Energy, Inc. contract
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Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) B. Riley is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and B. Riley, on the other hand, has bee...n or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not B. Riley has advised or is advising the Company on other matters, and B. Riley has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) B. Riley has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (d) it is aware that B. Riley and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and B. Riley has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and 34 (e) it waives, to the fullest extent permitted by law, any claims it may have against B. Riley for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that B. Riley shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of B. Riley's obligations under this Agreement and to keep information provided by the Company to B. Riley and B. Riley's counsel confidential to the extent not otherwise publicly-available. View More
Found in GERON CORP contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) a. B. Riley Securities is acting solely as agent in connection with the public offering sales of the Placement Shares hereunder and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and B. Ril...ey, Riley Securities, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not B. Riley Securities has advised or is advising the Company on other matters, and B. Riley Securities has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; (b) b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) c. B. Riley Securities has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (d) d. it is aware that B. Riley Securities and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and B. Riley Securities has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and 34 (e) e. it waives, to the fullest extent permitted by law, any claims it may have against B. Riley Securities for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that B. Riley Securities shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of B. Riley's Riley Securities' obligations under this Agreement and to keep information provided by the Company to B. Riley and B. Riley's counsel confidential to the extent not otherwise publicly-available. Agreement. View More
Found in UMH PROPERTIES, INC. contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) a. B. Riley Securities is acting solely as agent in connection with the public offering sales of the Placement Shares hereunder and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and B. Ril...ey, Riley Securities, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not B. Riley Securities has advised or is advising the Company on other matters, and B. Riley Securities has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; (b) b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) c. B. Riley Securities has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (d) d. it is aware that B. Riley Securities and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and B. Riley Securities has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and 34 (e) e. it waives, to the fullest extent permitted by law, any claims it may have against B. Riley Securities for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that B. Riley Securities shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of B. Riley's Riley Securities' obligations under this Agreement and to keep information provided by the Company to B. Riley and B. Riley's counsel confidential to the extent not otherwise publicly-available. Agreement. View More
Found in MONMOUTH REAL ESTATE INVESTMENT CORP contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) B. Riley is acting has been retained solely to act as agent an arm's length contractual counterparty to the Company in connection with the public offering sale of the Placement Shares contemplated hereby and in connection with each transaction contemplated by this any Terms Agreement and the process leading to such transactions, and that no fiduciary fiduciary, advisory or advisory agency relationship between the Company or any of its respective affi...liates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and B. Riley, on the other hand, Riley has been or will be created in respect of any of the transactions contemplated by this Agreement or any Terms Agreement, irrespective of whether or not B. Riley has advised or is advising the Company on other matters, and B. Riley has no obligation to matters; (b) the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement or any Terms Agreement; (c) B. Riley the Company has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (d) it is aware been advised that B. Riley and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that B. Riley has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; relationship; and 34 (e) it (d) the Company waives, to the fullest extent permitted by law, any claims it may have against B. Riley Riley, for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that B. Riley shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) indirect) to it the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including members, partners, employees or creditors of Company, other than in respect of B. Riley's obligations under this Agreement and to keep information provided by the Company to B. Riley and B. Riley's counsel confidential to the extent not otherwise publicly-available. Company. View More
Found in Movano Inc. contract
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Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. the Distribution Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Distribution Agent,... on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Distribution Agent has advised or is advising the Company on other matters, and the Distribution Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. the Distribution Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Distribution Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Distribution Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against the Distribution Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Distribution Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the Distribution Agent's obligations under this Agreement and to keep information provided by the Company to the Distribution Agent and their counsel confidential to the extent not otherwise publicly-available. View More
Found in UNITY BANCORP INC contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. the Each Distribution Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the either Distrib...ution Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the such Distribution Agent has advised or is advising the Company on other matters, and the neither Distribution Agent has no any obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. the Neither Distribution Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the each Distribution Agent and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the such Distribution Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and 34 e. it waives, to the fullest extent permitted by law, any claims it may have against the a Distribution Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the such Distribution Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the such Distribution Agent's obligations under this Agreement and to keep information provided by the Company to the such Distribution Agent and their its counsel confidential to the extent not otherwise publicly-available. View More
Found in AMYRIS, INC. contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. the Each Distribution Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the either Distrib...ution Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the such Distribution Agent has advised or is advising the Company on other matters, and the neither Distribution Agent has no any obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. the Neither Distribution Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the each Distribution Agent and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the such Distribution Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against the a Distribution Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the such Distribution Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the such Distribution Agent's obligations under this Agreement and to keep information provided by the Company to the such Distribution Agent and their its counsel confidential to the extent not otherwise publicly-available. View More
Found in ExOne Co contract
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Absence of Fiduciary Relationship. Each of the Company and Operating Partnership acknowledges and agrees that: (a) the purchase and sale of the Shares pursuant to this Agreement are an arm's-length commercial transaction among the Company, the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting; (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company; and (c) the... engagement by the Company of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any Underwriter, the Forward Seller or the Forward Counterparty has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters, the Forward Seller or the Forward Counterparty have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. View More
Found in Agree Realty Corp contract
Absence of Fiduciary Relationship. Each of the Company and the Operating Partnership acknowledges and agrees that: (a) that in connection with the purchase transactions contemplated by this Agreement, the offer and sale of the Shares pursuant to this Agreement are an arm's-length commercial transaction among the Company, or any other services the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting; ...(b) acting may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the Underwriters are acting as principal and not as an agent parties or fiduciary of the Company; and (c) the engagement any oral representations or assurances previously or subsequently made by the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting: (i) no fiduciary or agency relationship between the Company of and the Underwriters Operating Partnership and any other person, on the one hand, and the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting, on the other, exists in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any Underwriter, the Forward Seller or the Forward Counterparty has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim activity that the Underwriters, the Forward Seller or Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting may undertake or have rendered advisory services undertaken in furtherance of the purchase and sale of the Company's securities, either before or after the date hereof; (ii) the Underwriters, the Forward Seller, the Forward Counterparty and any nature affiliate or respect, affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting are not acting as advisors, expert or owe an agency, fiduciary or similar duty otherwise, to the Company or the Operating Partnership, including, without limitation, with respect to the determination of the public offering price of the Shares, and the purchase and sale of the Shares pursuant to this Agreement, including the determination of the initial public offering price of the Shares and any related discounts and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting, on the other hand; (iii) any duties and obligations that the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting may have to the Company and the Operating Partnership shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting may have interests that differ from those of the Company and the Operating Partnership. Each of the Company and the Operating Partnership 25 20613328.8 hereby waives any claims that the Company and the Operating Partnership may have against the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting with respect to any breach of fiduciary duty in connection with such transaction or the process leading thereto. this offering. View More
Found in Independence Realty Trust, Inc. contract
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Absence of Fiduciary Relationship. The Company acknowledges and agrees that: 32 (a) Wells Fargo has been retained solely to act as an arm's length sales agent in connection with the sale of the Class A Common Stock and that no fiduciary, advisory or agency relationship between the Company and Wells Fargo has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether Wells Fargo has advised or is advising the Company on other matters; (b) the Company is capable of evaluating and unde...rstanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) the Company has been advised that Wells Fargo and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that Wells Fargo has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) the Company waives, to the fullest extent permitted by law, any claims it may have against Wells Fargo, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that Wells Fargo shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, partners, employees or creditors of the Company. View More
Found in BOSTON OMAHA Corp contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: 32 (a) Wells Fargo has been retained solely to act as an arm's length sales agent in connection with the sale of the Class A Common Stock and that no fiduciary, advisory or agency relationship between the Company and Wells Fargo has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether Wells Fargo has advised or is advising the Company on other matters; (b) the Company is capable of evaluating and unde...rstanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) the Company has been advised that Wells Fargo and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that Wells Fargo has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) the Company waives, to the fullest extent permitted by law, any claims it may have against Wells Fargo, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that Wells Fargo shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, partners, employees or creditors of the Company. 17 19. Research Analyst Independence. The Company acknowledges that Wells Fargo's research analysts and research department are required to be independent from its investment banking division and are subject to certain regulations and internal policies, and that Wells Fargo's research analysts and research department may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of its investment banking division. The Company hereby waives and releases, to the fullest extent permitted by applicable law, any claims that the Company may have against Wells Fargo with respect to any conflict of interest that may arise from the fact that the views expressed by its research analysts and research department may be different from or inconsistent with the views or advice communicated to the Company by Wells Fargo's investment banking division. The Company acknowledges that Wells Fargo is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the Company and other entities that may be the subject of the transactions contemplated by this Agreement. View More
Found in BOSTON OMAHA Corp contract
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