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 and agrees the Selling Shareholder acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters Representatives have been retained solely to act as underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company or any Selling Shareholder and the Company, or any other party, Representatives has been created in respe...ct of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters has Representatives have advised or is are advising the Company or any Selling Shareholder on other matters; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company and the Selling Shareholder following discussions and arms-length negotiations with the Representatives, Representatives and the Company and the Selling Shareholder 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 been advised that the Representatives and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Selling Shareholder and that the Representatives have no obligation to disclose such interests interest and transactions to the Company or any Selling Shareholder by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, has been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company or any Selling Shareholder; (e) it waives to the fullest extent permitted by law, any claims it may have against the Representatives Underwriters 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 Underwriters shall have no liability (whether direct or indirect) to the Company or any Selling Shareholder in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of any Selling Shareholder or the Company, including stockholders, employees or creditors of the Company. -36- 15. 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), the Selling Shareholder and each of the Underwriters 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
Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders each acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have The Underwriter has been retained solely to act as underwriter in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company or the Selling Stockholders, on the one hand, and the Company, or any other party, Unde...rwriter, on the other, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters Underwriter has advised or is advising the Company or the Selling Stockholders on other matters; matters. (b) the The price of the Stock Offered Securities set forth in this Agreement was established by the Company Selling Stockholders following discussions and arms-length negotiations with the Representatives, Underwriter, and the Company is and the Selling Stockholders are capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; Agreement. (c) it has The Company and the Selling Stockholders have 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 or the Selling Stockholders and that the Representatives have Underwriter has no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; relationship. (d) The Company and (d) it waives, the Selling Stockholders waive, to the fullest extent permitted by law, any claims it they may have against the Representatives Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriter shall have no liability (whether direct or indirect) to the Company or the Selling Stockholders 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 Selling Stockholders, including stockholders, employees or creditors of the Company. Company or the Selling Stockholders. View More
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 Underwriter has been retained solely to act as underwriter in connection with the sale of the Stock Shares and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whe...ther any of the Underwriters Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Stock Shares set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Underwriters 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 has been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and that the Representatives have no Underwriter has any obligation to disclose such interests interest 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 has been advised that the Representatives shall have no liability (whether direct or indirect) to the Company each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such a fiduciary duty claim or to any person asserting a fiduciary duty claim Underwriter, and not on behalf of the Company. -26- 14. Amendments and Waivers. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the Company, including stockholders, employees provisions of this Agreement shall be deemed or creditors shall constitute a waiver of the Company. any other provision hereof (regardless of whether similar), nor shall any such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided. View More
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 Cowen has been retained solely to act as underwriter sales agent in connection with the sale of the Common Stock and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, Cowen has been created in respect of any of the transactions contemplated by this 27 Agreement, irrespective of ...whether any of the Underwriters Cowen has advised or is 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, 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 Cowen 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 Cowen 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 Cowen, for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Placement Shares under this Agreement and agrees that the Representatives Cowen 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, partners, employees or creditors of the Company. View More
Absence of Fiduciary Relationship. The Each of the Company and the Selling Stockholder acknowledges and agrees 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 or the Selling Stockholder, on the one hand, and the Company, o...r any other party, Representatives, on the other, 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 are advising the Company or the Selling Stockholder on other matters; (b) the Arms' Length Negotiations. The price of the Stock Offered Securities set forth in this Agreement was established by the Company and the Selling Stockholder following discussions and arms-length negotiations with the Representatives, Representatives and the Company is and the Selling Stockholder are 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 has Absence of Obligation to Disclose. The Company and the Selling Stockholder 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 and that the Representatives have no obligation to disclose such interests and transactions to the Company or the Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, Waiver. The Company and the Selling Stockholder waive, 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 or the Selling Stockholder 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. 25 16. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Company and the Selling Stockholder 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 transactions contemplated hereby. The Company and the Selling Stockholder irrevocably and unconditionally waive 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 waive and agree 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
Absence of Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledges and agrees 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 or the Selling Stockholders, on the one hand, and the Company,... or any other party, Representatives, on the other, 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 are advising the Company or the Selling Stockholders on other matters; (b) the Arms' Length Negotiations. The price of the Stock Offered Securities set forth in this Agreement was established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the Representatives, Representatives and the Company is and the Selling Stockholders are 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 has Absence of Obligation to Disclose. The Company and the Selling Stockholders 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 and that the Representatives have no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, Waiver. The Company and the Selling Stockholders waive, 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 or the Selling Stockholders 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. 24 18. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Company and the Selling Stockholders 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 transactions contemplated hereby. The Company and the Selling Stockholders irrevocably and unconditionally waive 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 waive and agree 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. 25 If the foregoing is in accordance with the Representatives' understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Selling Stockholders, the Company and the several Underwriters in accordance with its terms. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: 26 (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have Cowen has been retained solely to act as underwriter sales agent in connection with the sale of the Common Stock and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, Cowen has been created in respect of any of the transactions contemplated by this Agreement, irrespective of ...whether any of the Underwriters Cowen has advised or is 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, 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 Cowen 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 Cowen 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 Cowen, for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Placement Shares under this Agreement and agrees that the Representatives Cowen 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, partners, employees or creditors of the Company. View More
Absence of Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the No Other Relationship. The Underwriters 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 or the Selling Stockholders, on the one hand, and the Company, or any other pa...rty, Underwriters, on the other, 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 have advised or is are advising the Company or the Selling Stockholders on other matters; (b) Arms' Length Negotiations. The purchase and sale of the Offered Securities pursuant to this Agreement, including the determination of the price of the Stock Offered Securities set forth in this Agreement Agreement, was established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the Representatives, Underwriters and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters and the Company is and the Selling Stockholders are 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 has Absence of Obligation to Disclose. The Company and the Selling Stockholders have been advised that the Representatives Underwriters 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 Underwriters have no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; (d) No Recommendation. None of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation or any action by the Underwriters with respect to any entity or natural person; and (d) it waives, (e) Waiver. The Company and the Selling Stockholders waive, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriters shall have no liability (whether direct or indirect) to the Company or the Selling Stockholders 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. 23 18. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Company and the Selling Stockholders 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 transactions contemplated hereby. The Company and the Selling Stockholders irrevocably and unconditionally waive 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 waive and agree 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. 24 If the foregoing is in accordance with the Underwriters' understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Selling Stockholders, the Company and the several Underwriters in accordance with its terms. View More
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 Underwriter has been retained solely to act as underwriter in connection with the sale of the Stock Shares and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whe...ther any of the Underwriters Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Stock Shares set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Underwriter 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 has been advised that the Representatives Underwriter and their its affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and that the Representatives have Underwriter has no obligation to disclose such interests interest 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 has been advised that the Representatives shall have no liability (whether direct or indirect) to the Company Underwriter is acting, in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim the transactions contemplated by this Agreement, solely for the benefit of the Underwriter, and not on behalf of the Company. 24 13. Amendments and Waivers. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the Company, including stockholders, employees provisions of this Agreement shall be deemed or creditors shall constitute a waiver of the Company. any other provision hereof (regardless of whether similar), nor shall any such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided. View More
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 Underwriter has been retained solely to act as underwriter in connection with the sale of the Stock Shares and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whe...ther any of the Underwriters Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Stock Shares set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Underwriter 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 has been advised that the Representatives Underwriter and their its affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and that the Representatives have no Underwriter has any obligation to disclose such interests interest 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 has been advised that the Representatives shall have no liability (whether direct or indirect) to the Company Underwriter is acting, in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim the transactions contemplated by this Agreement, solely for the benefit of the Underwriter and not on behalf of the Company. 29 13. Amendments and Waivers. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the Company, including stockholders, employees provisions of this Agreement shall be deemed or creditors shall constitute a waiver of the Company. any other provision hereof (regardless of whether similar), nor shall any such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided. View More
