Absence of Fiduciary Relationship Clause Example with 895 Variations from Business Contracts
This page contains Absence of Fiduciary Relationship clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Absence of Fiduciary Relationship" Clause from Business Contracts
Absence of Fiduciary Relationship. The Company acknowledges Company, the Operating Partnership and agrees the Manager, jointly and severally, acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have The Agent has been retained solely to act as underwriter sales agent and/or principal in connection with the sale of the Stock Shares and that no fiduciary, fiduciary or advisory or agency relationship between the Underwriters Company, the Operating Partner...ship, the Manager and the Company, or any other party, Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters Agent has advised or is advising the Company Company, the Operating Partnership or the Manager on other matters; (b) the price each of the Stock set forth in this Agreement was established by Company, the Company following discussions and arms-length negotiations with the Representatives, Operating Partnership and the Company Manager 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 each of the Company, the Operating Partnership and the Manager has been advised 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 Company, the Operating Partnership or the Manager and that the Representatives have Agent has no obligation to disclose such interests and transactions to the Company Company, the Operating Partnership or the Manager by virtue of any fiduciary, advisory or agency relationship; and -24- (d) it each of the Company, the Operating Partnership and the Manager 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 and agrees that the Representatives Agent shall have no liability (whether direct or indirect) to the Company Company, the Operating Partnership 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, the Operating Partnership or the Manager, including stockholders, shareholders, partners, employees or creditors of the Company. Company, the Operating Partnership or the Manager. View More
Absence of Fiduciary Relationship. The Company acknowledges Company, the Operating Partnership and agrees the Manager, jointly and severally, acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have (a)The Agent has been retained solely to act as underwriter sales agent and/or principal in connection with the sale of the Stock Shares and that no fiduciary, fiduciary or advisory or agency relationship between the Underwriters Company, the Operating Part...nership, the Manager and the Company, or any other party, Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters Agent has advised or is advising the Company Company, the Operating Partnership or the Manager on other matters; (b) the price (b)each of the Stock set forth in this Agreement was established by Company, the Company following discussions and arms-length negotiations with the Representatives, Operating Partnership and the Company Manager 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 (c)each of the Company, the Operating Partnership and the Manager has been advised 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 Company, the Operating Partnership or the Manager and that the Representatives have Agent has no obligation to disclose such interests and transactions to the Company Company, the Operating Partnership or the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) it (d)each of the Company, the Operating Partnership and the Manager 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 and agrees that the Representatives Agent shall have no liability (whether direct or indirect) to the Company Company, the Operating Partnership 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, the Operating Partnership or the Manager, including stockholders, shareholders, partners, employees or creditors of the Company. Company, the Operating Partnership or the Manager. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees the Operating Partnership jointly and severally acknowledge and agree that: (a) each Underwriter's responsibility to the Company Ladenburg 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 Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or ad...visory or agency relationship between the Underwriters and Company, the Company, 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 Ladenburg, 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 the Underwriters Ladenburg has advised or is advising the Company or the Operating Partnership on other matters; (b) matters, and Ladenburg has no obligation to the price of Company or the Stock Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement was established by Agreement; (b) each of the Company following discussions and arms-length negotiations with the Representatives, and the Company Operating Partnership is capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) neither Ladenburg 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 Representatives Ladenburg 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 Operating Partnership and that the Representatives have Ladenburg 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) it (e) each of the Company and the Operating Partnership waives, to the fullest extent permitted by law, any claims it may have against the Representatives Ladenburg or its affiliates, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Ladenburg and its affiliates shall have no liability (whether direct or indirect) to the Company or the Operating Partnership 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, Company or the Operating Partnership, including stockholders, shareholders, partners, employees or creditors of the Company. Company or the Operating Partnership. 19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile or electronic transmission. View More
Absence of Fiduciary Relationship. The Company and the Operating Partnership acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, and its subsidiaries are a sophisticated business enterprise that has retained each Agent for 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 advising the Company on other matters; (b) the price of the Stock limited purposes set forth in this Agreement was established by Agreement, and each Agent's and the Company's and Operating Partnership's respective rights and obligations are contractual in nature; (b) the Company following discussions and arms-length negotiations with the Representatives, and the Company is Operating Partnership are 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 has the Company and the Operating Partnership have been advised that the Representatives each Agent and their its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Operating Partnership and that the Representatives have each 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; (d) the Company and (d) the Operating Partnership disclaim any intention to impose fiduciary obligations on each Agent by virtue of the engagement contemplated by this Agreement; (e) each Agent has 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 consulted their own legal, accounting, regulatory and tax advisors to the extent it waives, has deemed appropriate; (f) each Agent 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 the Common Stock; and (g) the Company and the Operating Partnership waive, to the fullest extent permitted by law, any claims it may have against the Representatives each Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives each Agent shall have no liability (whether direct or indirect) to the Company or the Operating Partnership in respect of to such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, Company or the Operating Partnership, including stockholders, shareholders, partners, employees or creditors of the Company. Company or the Operating Partnership. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees the Operating Partnership jointly and severally acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have The Agent has been retained solely to act as underwriter agent and/or principal in connection with the sale of the Stock and Shares that no fiduciary, advisory or agency relationship between among the Underwriters (1) To be included in the Sales Agreement with Merrill Lynch, Pier...ce, Fenner & Smith. 33 Company, the Operating Partnership and the Company, or any other party, Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters Agent has advised or is advising the Company or the Operating Partnership on other matters; (b) the price each 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 Operating Partnership is capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it each of the Company and the Operating Partnership has been advised 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 or the Operating Partnership and that the Representatives have 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) it each of the Company and the Operating Partnership 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 and agrees that the Representatives Agent shall have no liability (whether direct or indirect) to the Company or the Operating Partnership 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, Company or the Operating Partnership, including stockholders, partners, employees or creditors of the Company. Company or the Operating Partnership. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees the Operating Partnership jointly and severally acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have The Agent has been retained solely to act as underwriter agent and/or principal in connection with the sale of the Stock and Shares that no fiduciary, advisory or agency relationship between among the Underwriters Company, the Operating Partnership and the Company, or any other p...arty, Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters Agent has advised or is advising the Company or the Operating Partnership on other matters; 33 (b) the price each 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 Operating Partnership is capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it each of the Company and the Operating Partnership has been advised 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 or the Operating Partnership and that the Representatives have 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) it each of the Company and the Operating Partnership 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 and agrees that the Representatives Agent shall have no liability (whether direct or indirect) to the Company or the Operating Partnership 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, Company or the Operating Partnership, including stockholders, partners, employees or creditors of the Company. Company or the Operating Partnership. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees the Operating Partnership jointly and severally acknowledge and agree that: (a) each Underwriter's responsibility to the Company Virtu 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 Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or adviso...ry or agency relationship between the Underwriters and Company, the Company, 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 Virtu, 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 the Underwriters Virtu has advised or is advising the Company or the Operating Partnership on other matters; (b) matters, and Virtu has no obligation to the price of Company or the Stock Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement was established by Agreement; (b) each of the Company following discussions and arms-length negotiations with the Representatives, and the Company Operating Partnership is capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) neither Virtu 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 Representatives Virtu 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 Operating Partnership and that the Representatives have Virtu 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) it (e) each of the Company and the Operating Partnership waives, to the fullest extent permitted by law, any claims it may have against the Representatives Virtu or its affiliates, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Virtu and its affiliates shall have no liability (whether direct or indirect) to the Company or the Operating Partnership 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, Company or the Operating Partnership, including stockholders, shareholders, partners, employees or creditors of the Company. Company or the Operating Partnership. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees the Operating Partnership jointly and severally acknowledge and agree that: (a) each Underwriter's responsibility to the Company Virtu 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 Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or adviso...ry or agency relationship between the Underwriters and Company, the Company, 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 Virtu, 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 the Underwriters Virtu has advised or is advising the Company or the Operating Partnership on other matters; (b) matters, and Virtu has no obligation to the price of Company or the Stock Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement was established by Agreement; (b) each of the Company following discussions and arms-length negotiations with the Representatives, and the Company Operating Partnership is capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) neither Virtu 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 Representatives Virtu 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 Operating Partnership and that the Representatives have Virtu 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) it (e) each of the Company and the Operating Partnership waives, to the fullest extent permitted by law, any claims it may have against the Representatives Virtu or its affiliates, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Virtu and its affiliates shall have no liability (whether direct or indirect) to the Company or the Operating Partnership 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, Company or the Operating Partnership, including stockholders, shareholders, partners, employees or creditors of the Company. Company or the Operating Partnership. 19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile or electronic transmission. View More
Absence of Fiduciary Relationship. The Company acknowledges Company, the Operating Partnership and agrees the Manager acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters No Other Relationship. The Representatives have been retained solely to act as underwriter underwriters in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company, the Operating Partnership and the...Company, or any other party, Manager and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, Agreement or the Final Prospectus, irrespective of whether any of the Underwriters has Representatives have advised or is advising the Company Company, the Operating Partnership or the Manager on other matters; 31 (b) the Arm's-Length Negotiations. The price of the Stock Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length arm's-length negotiations with the Representatives, and the Company Company, the Operating Partnership or the Manager 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 has Absence of Obligation to Disclose. The Company, the Operating Partnership and the Manager have 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 Company, the Operating Partnership or the Manager, and that the Representatives have no obligation to disclose such interests and transactions to the Company Company, the Operating Partnership or the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) it Waiver. Each of the Company, the Operating Partnership and the Manager waives, to the fullest extent permitted by law, any claims it they may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representatives shall have no liability (whether direct or indirect) to the Company Company, the Operating Partnership 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, the Operating Partnership or the Manager, including stockholders, shareholders, employees or creditors of the Company. Company, the Operating Partnership or the Manager. View More
Absence of Fiduciary Relationship. The Company acknowledges Company, the Operating Partnership and agrees the Manager acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters No Other Relationship. The Representatives have been retained solely to act as underwriter underwriters in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company, the Operating Partnership and the...Company, or any other party, Manager and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, Agreement or the Final Prospectus, irrespective of whether any of the Underwriters has Representatives have advised or is advising the Company Company, the Operating Partnership or the Manager on other matters; (b) the Arm's-Length Negotiations. The price of the Stock Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length arm's-length negotiations with the Representatives, and the Company Company, the Operating Partnership or the Manager is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; 26 (c) it has Absence of Obligation to Disclose. The Company, the Operating Partnership and the Manager have 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 Company, the Operating Partnership or the Manager, and that the Representatives have no obligation to disclose such interests and transactions to the Company Company, the Operating Partnership or the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) it Waiver. Each of the Company, the Operating Partnership and the Manager waives, to the fullest extent permitted by law, any claims it they may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representatives shall have no liability (whether direct or indirect) to the Company Company, the Operating Partnership 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, the Operating Partnership or the Manager, including stockholders, shareholders, employees or creditors of the Company. Company, the Operating Partnership or the Manager. View More
