Absence of Fiduciary Relationship Clause Example with 895 Variations from Business Contracts
This page contains Absence of Fiduciary Relationship clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have been retained solely to act as underwriter in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Underwriters and the Company, or any other party, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters has advised or is a...dvising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.View More
Variations of a "Absence of Fiduciary Relationship" Clause from Business Contracts
Absence of Fiduciary Relationship. The Company acknowledges Company, the Operating Partnership and agrees the Manager acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters No Other Relationship. The Representatives have been retained solely to act as underwriter underwriters in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company, the Operating Partnership and the...Company, or any other party, Manager and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, Agreement or the Final Prospectus, irrespective of whether any of the Underwriters has Representatives have advised or is advising the Company Company, the Operating Partnership or the Manager on other matters; (b) the Arms' Length Negotiations. The price of the Stock Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length arms' length negotiations with the Representatives, and the Company Company, the Operating Partnership or the Manager is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has Absence of Obligation to Disclose. The Company, the Operating Partnership and the Manager have been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, the Operating Partnership or the Manager, and that the Representatives have no obligation to disclose such interests and transactions to the Company Company, the Operating Partnership or the Manager by virtue of any fiduciary, advisory or agency relationship; and 34 (d) it Waiver. Each of the Company, the Operating Partnership and the Manager waives, to the fullest extent permitted by law, any claims it they may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representatives shall have no liability (whether direct or indirect) to the Company Company, the Operating Partnership or the Manager in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, the Operating Partnership or the Manager, including stockholders, shareholders, employees or creditors of the Company. Company, the Operating Partnership or the Manager. View More
Absence of Fiduciary Relationship. The Company acknowledges Company, the Operating Partnership and agrees the Manager acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters No Other Relationship. The Representatives have been retained solely to act as underwriter underwriters in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company, the Operating Partnership and the...Company, or any other party, Manager and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, Agreement or the Final Prospectus, irrespective of whether any of the Underwriters has Representatives have advised or is advising the Company Company, the Operating Partnership or the Manager on other matters; (b) the Arms' Length Negotiations. The price of the Stock Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length arms' length negotiations with the Representatives, and the Company Company, the Operating Partnership or the Manager is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; 34 (c) it has Absence of Obligation to Disclose. The Company, the Operating Partnership and the Manager have been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, the Operating Partnership or the Manager, and that the Representatives have no obligation to disclose such interests and transactions to the Company Company, the Operating Partnership or the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) it Waiver. Each of the Company, the Operating Partnership and the Manager waives, to the fullest extent permitted by law, any claims it they may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representatives shall have no liability (whether direct or indirect) to the Company Company, the Operating Partnership or the Manager in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, the Operating Partnership or the Manager, including stockholders, shareholders, employees or creditors of the Company. Company, the Operating Partnership or the Manager. View More
Absence of Fiduciary Relationship. The Company and the Operating Partnership acknowledges and agrees agree 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 of the Stock Shares in an Agency 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 Company, t...he Company, Operating Partnership or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement or any Terms Agreement, irrespective of whether any of the Underwriters Agent has advised or is advising the Company and/or the Operating Partnership on other matters; (b) matters, and Agent has no obligation to the price of Company or the Stock Operating Partnership with respect to the transactions contemplated by this Agreement or any Terms Agreement, except the obligations expressly set forth in this Agreement was established by and any Terms Agreement; (b) the Company following discussions and arms-length negotiations with the Representatives, and the Company is Operating Partnership are capable of evaluating and understanding, and understands understand and accepts, accept, the terms, risks and conditions of the transactions contemplated by this Agreement; 45 (c) Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement or any Terms Agreement, and the Company and the Operating Partnership have consulted their own legal, accounting, regulatory and tax advisors to the extent it has been advised deemed appropriate; (d) the Company and the Operating Partnership are 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 Operating Partnership, and Agent has no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; and (d) it waives, (e) the Company and the Operating Partnership waive, to the fullest extent permitted by law, any claims it they 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) indirect, in contract, tort or otherwise) to the Company and the Operating Partnership in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, Company or the Operating Partnership, including stockholders, partners, employees or creditors of the Company. Company or the Operating Partnership. View More
Absence of Fiduciary Relationship. The Company acknowledges Company, the Operating Partnership and agrees the Manager acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters No Other Relationship. The Representatives have been retained solely to act as underwriter underwriters in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company, the Operating Partnership and the...Company, or any other party, Manager and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, Agreement or the Final Prospectus, irrespective of whether any of the Underwriters has Representatives have advised or is advising the Company Company, the Operating Partnership or the Manager on other matters; (b) the Arms' Length Negotiations. The price of the Stock Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length arms' length negotiations with the Representatives, and the Company Company, the Operating Partnership or the Manager is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has Absence of Obligation to Disclose. The Company, the Operating Partnership and the Manager have been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, the Operating Partnership or the Manager, and that the Representatives have no obligation to disclose such interests and transactions to the Company Company, the Operating Partnership or the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) it Waiver. Each of the Company, the Operating Partnership and the Manager waives, to the fullest extent permitted by law, any claims it they may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representatives shall have no liability (whether direct or indirect) to the Company Company, the Operating Partnership or the Manager in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, the Operating Partnership or the Manager, including stockholders, shareholders, employees or creditors of the Company. Company, the Operating Partnership or the Manager. 34 17. Applicable Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the Company, the Operating Partnership and the Manager 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 Company, the Operating Partnership and the Manager 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. 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 Company, the Operating Partnership and the Manager and the several Underwriters in accordance with its terms. View More
Absence of Fiduciary Relationship. The Company and the Operating Partnership acknowledges and agrees agree 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 of the Stock Shares in an Agency 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 Company, t...he Company, Operating Partnership or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement or any Terms Agreement, irrespective of whether any of the Underwriters Agent has advised or is advising the Company and/or the Operating Partnership on other matters; (b) matters, and Agent has no obligation to the price of Company or the Stock Operating Partnership with respect to the transactions contemplated by this Agreement or any Terms Agreement, except the obligations expressly set forth in this Agreement was established by and any Terms Agreement; (b) the Company following discussions and arms-length negotiations with the Representatives, and the Company is Operating Partnership are capable of evaluating and understanding, and understands understand and accepts, accept, the terms, risks and conditions of the transactions contemplated by this Agreement; 34 (c) Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement or any Terms Agreement, and the Company and the Operating Partnership have consulted their own legal, accounting, regulatory and tax advisors to the extent it has been advised deemed appropriate; (d) the Company and the Operating Partnership are 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 Operating Partnership, and Agent has no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; and (d) it waives, (e) the Company and the Operating Partnership waive, to the fullest extent permitted by law, any claims it they 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) indirect, in contract, tort or otherwise) to the Company and the Operating Partnership in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, Company or the Operating Partnership, including stockholders, partners, employees or creditors of the Company. Company or the Operating Partnership. View More
Absence of Fiduciary Relationship. The Company acknowledges Transaction Entities jointly and agrees severally acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have Manager 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 or the Operating Partnership and the Company, or any other party, Manager has been created in resp...ect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters Manager has advised or is advising either of the Company Transaction Entities on other matters; (b) the price each of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company Transaction Entities is capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it each of the Transaction Entities has been advised that the Representatives Manager and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Operating Partnership and that the Representatives have Manager has no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and (d) it each of the Transaction Entities waives, to the fullest extent permitted by law, any claims it may have against the Representatives Manager, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Manager shall have no liability (whether direct or indirect) to the Company or the Operating Partnership in respect of to such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, Company or the Operating Partnership, including stockholders, shareholders, partners, employees or creditors of the Company. Company or the Operating Partnership. 37 19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile or e-mail transmission. View More
Absence of Fiduciary Relationship. The Company acknowledges Transaction Entities jointly and agrees severally acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have Manager 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 or the Operating Partnership and the Company, or any other party, Manager has been created in resp...ect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters Manager has advised or is advising either of the Company Transaction Entities on other matters; (b) the price each of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company Transaction Entities is capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it each of the Transaction Entities has been advised that the Representatives Manager and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Operating Partnership and that the Representatives have Manager has no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and (d) it each of the Transaction Entities waives, to the fullest extent permitted by law, any claims it may have against the Representatives Manager, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Manager shall have no liability (whether direct or indirect) 37 to the Company or the Operating Partnership in respect of to such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, Company or the Operating Partnership, including stockholders, shareholders, partners, employees or creditors of the Company. Company or the Operating Partnership. View More
Absence of Fiduciary Relationship. The Company acknowledges Transaction Entities jointly and agrees severally acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have Manager 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 or the Operating Partnership and the Company, or any other party, Manager has been created in resp...ect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters Manager has advised or is advising either of the Company Transaction Entities on other matters; (b) the price each of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company Transaction Entities is capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it each of the Transaction Entities has been advised that the Representatives Manager and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Operating Partnership and that the Representatives have Manager has no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and (d) it each of the Transaction Entities waives, to the fullest extent permitted by law, any claims it may have against the Representatives Manager, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Manager shall have no liability (whether direct or indirect) to the Company or the Operating Partnership in respect of to such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, Company or the Operating Partnership, including stockholders, shareholders, partners, employees or creditors of the Company. Company or the Operating Partnership. View More
Absence of Fiduciary Relationship. The Company Partnership acknowledges and agrees that: (a) each Underwriter's responsibility to the Company a. Virtu is acting solely contractual in nature, the Underwriters have been retained solely to act as underwriter agent in connection with the sale public offering of the Stock Placement Securities 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 Und...erwriters and the Company, Partnership or any of its affiliates, unitholders (or other equity holders), creditors or employees or any other party, on the one hand, and Virtu, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters or not Virtu has advised or is advising the Company Partnership on other matters; (b) matters, and Virtu has no obligation to the price of Partnership 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; 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. Virtu 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; 31 d. it is aware that the Representatives Virtu and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Partnership and that the Representatives have Virtu has no obligation to disclose such interests and transactions to the Company Partnership 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 Virtu for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Securities under this Agreement and agrees that the Representatives Virtu 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, Partnership, employees or creditors of Partnership, other than in respect of Virtu's obligations under this Agreement and to keep information provided by the Company. Partnership to Virtu and Virtu's counsel confidential to the extent not otherwise publicly-available. View More
Absence of Fiduciary Relationship. The Each of the Company and the Guarantors acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters No Other Relationship. The Purchasers have been retained solely to act as underwriter initial purchasers in connection with the sale initial purchase, offering and resale of the Stock Notes and that no fiduciary, advisory or agency relationship between the Underwriters Company or the Guarantors and the Company, or any othe...r party, has Purchasers have been created in respect of any of the transactions contemplated by this Agreement, the Preliminary Offering Circular or the Final Offering Circular, irrespective of whether any of the Underwriters has Purchasers have advised or is are advising the Company or the Guarantors on other matters; (b) the Arm's-Length Negotiations. The purchase price of the Stock Notes set forth in this Agreement was established by the Company and the Guarantors following discussions and arms-length negotiations with the Representatives, Purchasers and the Company is and the Guarantors 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 Absence of Obligation to Disclose. Each of the Company and the Guarantors has been advised that the Representatives Purchasers and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Guarantors and that the Representatives Purchasers have no obligation to disclose such interests and transactions to the Company or the Guarantors by virtue of any fiduciary, advisory or agency relationship; and (d) it Waiver. Each of the Company and the Guarantors waives, to the fullest extent permitted by law, any claims it may have against the Representatives Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representatives Purchasers shall have no liability (whether direct or indirect) to the Company or the Guarantors in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. Company or the Guarantors. View More
