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 a. The Agent is acting solely contractual in nature, the Underwriters have been retained solely to act as underwriter agent in connection with the sale public offering of the Stock Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or advisory or agency relationship between the Underwriters an...d the Company, Company or any of its respective affiliates, 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 or not the Underwriters Agent has advised or is advising the Company on other matters; (b) matters, and the price of Agent has no obligation to the Stock Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) c. the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has been advised consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Representatives Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; and (d) e. it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Representatives Agent shall not have no any liability (whether direct or indirect) indirect, in contract, tort or otherwise) to the Company it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including stockholders, employees or creditors of 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 the Selling Stockholder acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company, the Selling Stockholder and the Company, or any other party, Underwriters has been created in respect of an...y of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters has have advised or is are advising the Company 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 Stockholder following discussions and arms-length negotiations with the Representatives, Underwriters, the Selling Stockholder and each of the Company and the Company Selling Stockholder 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 the Company and the Selling Stockholder 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 the Selling Stockholder and that the Representatives Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) the Company and (d) it waives, the Selling Stockholder have been advised that the Underwriters 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 the Selling Stockholder; and (e) the Company and the Selling Stockholder 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 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 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, Company or the Selling Stockholder, including stockholders, employees or creditors of the Company. Company or the Selling Stockholder. 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 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, 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 on other matters; (b) the price and other terms of the Stock Shares set forth in this Agreement was were established by the Company Underwriters 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 has been advised that the Representatives each 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 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. -27- 14. No Limitations. Nothing in this Agreement shall be construed to limit the ability of any Underwriter or its affiliates to: (a) trade in right of the Company, including stockholders, employees Company's or creditors any other company's securities or publish research on the Company or any other company, subject to applicable law; or (b) pursue or engage in investment banking, financial advisory or other business relationships with entities that may be engaged in or contemplate engaging in, or acquiring or disposing of, businesses that are similar to or competitive with the business of the Company. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company a. 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 a...nd the Company, Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Agents, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not any of the Underwriters Agent has advised or is advising the Company on other matters; (b) matters, and the price of Agents have no obligation to the Stock Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) c. The Agents have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has been advised consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Representatives Agents 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 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; and (d) e. it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Agents 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 Agents 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. Agents' obligations under this Agreement and to keep information provided by the Company to the Agents and the Agents' counsel confidential to the extent not otherwise publicly available. 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; 26 (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 (a)the Agent is acting solely contractual in nature, the Underwriters have been retained solely to act as underwriter agent in connection with the sale public offering of the Stock Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or advisory or agency relationship between the Underwriters an...d the Company, Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, -38- 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 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 on the one hand and the Company, or any Underwriters on the other party, hand has been created in respect of any of the... transactions contemplated by this Agreement, the Registration Statement, the General Disclosure Package and the Final Prospectus, irrespective of whether any of the Underwriters has have advised or is are advising the Company 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, 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 Absence of Obligation to Disclose. The Company 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 that the Representatives Underwriters 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 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 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. -27- 17. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the parties hereto 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. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company 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 and t...he Company, Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of or not the Underwriters Agent has advised or is advising the Company on other matters; (b) matters, and the price of Agent has no obligation to the Stock Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company Agreement; (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has been advised consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (d) it is aware that the Representatives Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; and (d) (e) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Representatives Agent shall not have no any liability (whether direct or indirect) indirect, in contract, tort or otherwise) to the Company it in respect of such a 34 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, 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 C...ompany, 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) 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 -37- 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, 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 C...ompany, 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 Agents, 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 no Agent has any obligation to the price of Company with respect to 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; -37- (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) neither the Agents nor their respective 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 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 that the Representatives such Agent and its respective 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 an 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 such Agent and its respective 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 such Agent's obligations under this Agreement and to keep information provided by the Company. Company to the Agents and their counsel confidential to the extent not otherwise publicly available. View More
