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 that: (a) each Underwriter's responsibility to the Company Each 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 and ...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 such 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 the Underwriters or not such Agent has advised or is advising the Company on other matters; (b) matters, and such Agent has no obligation to the price of Company respecting the Stock 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) the Agents have not provided any legal, accounting, regulatory or tax advice respecting 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; 16 (d) it is aware that the Representatives Agents and their respective 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 Agents have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; provided that the Agents hereby agree not to engage in any such transaction that would cause its interests to be in direct conflict with the best interests of the Company; and (d) (e) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives any 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 shall no Agent will 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 Person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including stockholders, employees or creditors of Company, other than in respect of such Agent's obligations under this Agreement and to keep information provided by the Company. Company to the Agent's and the Agents' counsel confidential to the extent not otherwise publicly available. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company Agent is acting solely contractual in nature, the Underwriters have been retained solely to act as underwriter agent and/or principal 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 Under...writers and the Company, Company or any of its 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 the Underwriters Agent has advised or is advising the Company on other matters; (b) matters, and the price of Agent has no obligations 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 Agreement; 34 (b) 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 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 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; (d) the Company disclaims any intention to impose fiduciary obligations on the Agent by virtue of the engagement contemplated by this Agreement; (e) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and (d) the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (f) the Agent is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transaction for its own account or the account of its customers and hold long or short positions in the Common Stock; and (g) the Company 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 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, including stockholders, partners, employees or creditors of the Company. [Remainder of Page Intentionally Blank] 35 If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the parties. View More
Absence of Fiduciary Relationship. The Company and each of the Selling Stockholders 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 an 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 Stockholder and the Company, or any other party, Underwriter 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 any Selling Stockholder 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 each of the Selling Stockholders following discussions and arms-length negotiations with the Representatives, Underwriter and the Company and each of the Selling Stockholders 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 may involve interests that differ from those of the Company and each of the Selling Stockholders and that the Representatives have Underwriter has no obligation to disclose such interests and transactions to the Company or any Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, has been advised that the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriter, and not on behalf of the 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 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 or any 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 any Selling Stockholder or the Company, including stockholders, employees or creditors of the Company. 35 14. 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), each of the Selling Stockholders 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
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 Agent has been retained solely to act as underwriter sales agent in connection with the sale of the Stock Shares, the Agent has acted at arms' length and no fiduciary, fiduciary or advisory or agency relationship between the Underwriters and the Company, Company or any of its respective affiliates, shareholders (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 the Underwriters Agent has advised or is advising the Company on other matters; (b) matters and the price of Agent has no duties or obligations 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 herein; (b) the Company is capable of evaluating evaluating, and understanding, understanding and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) neither the Agent nor its affiliates have 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) the Company has been advised and 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 Agent and its affiliates have 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 (e) the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives Agent or its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the transactions contemplated by this Agreement and agrees that the Representatives Agent and its affiliates 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, shareholders (or other equity holders), creditors or employees or creditors of the Company. 33 23. 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 Each of the Company and Operating Partnership acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, of the Underwriters have has been retained solely to act as an 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, Operating Partnership and the Underwriters has been created in respect of any of the t...ransactions contemplated by this Agreement, Agreement or the process leading thereto, irrespective of whether the Underwriters have advised or any of the Underwriters has advised or them is advising the Company and the Operating Partnership on other matters; 31 (b) the price of the Stock Shares set forth in this Agreement was 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 may involve interests that differ from those of the Company and the Operating Partnership and that the Representatives have no Underwriter has an obligation to disclose such interests and transactions to the Company and the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it they may have against the Representatives Underwriters 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. duty. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company Agent is acting solely contractual in nature, the Underwriters have been retained solely to act as underwriter agent and/or principal 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 Under...writers and the Company, Company or any of its 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 the Underwriters Agent has advised or is advising the Company on other matters; (b) matters, and the price of Agent has no obligations 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 Agreement; (b) 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 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 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; (d) the Company disclaims any intention to impose fiduciary obligations on the Agent by virtue of the engagement contemplated by this Agreement; (e) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and (d) the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (f) the Agent is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transaction for its own account or the account of its customers and hold long or short positions in the Common Stock; and (g) the Company 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 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, including stockholders, partners, employees or creditors of the Company. [Remainder of Page Intentionally Blank] 36 If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the parties. View More
Absence of Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, of the Underwriters have 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 Selling Stockholders and any other party, Underwriter has been created in respect of any of the transaction...s contemplated by this Agreement, irrespective of whether any of the Underwriters Underwriter has advised or is advising the Company and the Selling Stockholders on other matters; (b) the price and other terms of the Stock Shares set forth in this Agreement was were established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the Representatives, Underwriters and the Company and the Selling Stockholders 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 and the Selling Stockholders 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 the Selling Stockholders and that the Representatives have no Underwriter has any obligation to disclose such interests interest and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to has been advised that each of 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 Underwriters 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 or in right of the Company, including stockholders, employees or creditors of the Company. Selling Stockholders. View More
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, -38- 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)neither the Agent nor its affiliates have 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 Agent and its affiliates have 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 (e)it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Agent or its affiliates 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 and its affiliates 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 Company, other than in respect of the Company. Agent's obligations under this Agreement and to keep information provided by the Company to the Agent and the Agent's counsel confidential to the extent not otherwise publicly-available. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company Agent is acting solely contractual in nature, as 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 and th...e 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; -31- (c) neither the Agent nor its affiliates have 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 Agent and its affiliates have 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) (e) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Agent or its affiliates 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 and its affiliates 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 Company, other than in respect of the Company. Agent's obligations under this Agreement and to keep information provided by the Company to the Agent and the Agent's counsel confidential to the extent not otherwise publicly-available. 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 No Other Relationship. The 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 and the Company, or any other party, Representatives has been created in respect of any of the transactions contemplated by ...this Agreement, the Deposit Agreement or the Final Prospectus, irrespective of whether any of the Underwriters has Representatives have advised or is are advising the Company on other matters; (b) the Arm's Length Negotiations. The price of the Stock Depositary Shares set forth in this Agreement was established by the Company following discussions and arms-length arm's length negotiations with the Representatives, 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 and the Deposit Agreement; (c) it Absence of Obligation to Disclose. The Company 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 Waiver. The Company 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 connection with the transactions contemplated by this Agreement or the process leading thereto 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. 28 16. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Company hereby submits 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 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. In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), each of the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow such Underwriters to properly identify their respective clients. View More
