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 Agent is acting solely contractual in nature, the Underwriters have been retained solely to act as underwriter agent in connection with the sale 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 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 the Company. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company -37- (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 Underwrit...ers 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 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; (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 Agents nor their 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 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 Agents and their 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 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 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 the Company. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have No Other Relationship. The Underwriter has been retained solely to act as an underwriter in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company or the Selling Stockholders, on the one hand, and the Company, or ...any other party, Underwriter, on the other, has been created in respect of any of the transactions contemplated by this Agreement, Agreement or the Final Prospectus, irrespective of whether any of the Underwriters Underwriter has advised or is are advising the Company or the Selling Stockholders on other matters; (b) the Arms' Length Negotiations. The price of the Stock Offered Securities set forth in this Agreement was established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the Representatives, Underwriter, and the Company is and the Selling Stockholders are capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has Absence of Obligation to Disclose. The Company and the Selling Stockholders have been advised that the Representatives Underwriter and their its affiliates are engaged in a broad range of transactions transactions, which may involve interests that differ from those of the Company and the Selling Stockholders, and that the Representatives have Underwriter has no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, Waiver. The Company and the Selling Stockholders waive, to the fullest extent permitted by law, any claims it they may have against the Representatives Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representatives Underwriter shall have no liability (whether direct or indirect) to the Company or the Selling Stockholders in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. 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 an sales agent and/or principal 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, Agent has been created in respect of any of the transactions contemplated by this Agreement,... irrespective of whether any of the Underwriters Agent has advised or is are advising the Company on other matters; (b) the price and other terms of the Stock Shares set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Agent 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 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 interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, has been advised that the Agent is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (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 respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Agent 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. 40 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including Section 5-1401 of the General Obligations Law of the State of New York, but otherwise without regard to conflict of laws rules that would apply the laws of any other jurisdiction. 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 (a)the Agent has been retained solely to act as underwriter sales agent in connection with the sale of the Common Stock and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective... of whether any of the Underwriters Agent has advised or is advising the Company 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 (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 (c)the Company has been advised that the Representatives Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company 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; and (d) it (d)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 in connection with the sale of the Placement Shares under this Agreement and agrees that the Representatives Agent 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 40 fiduciary duty claim on behalf of or in right of the Company, including stockholders, partners, employees or creditors of the Company. 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 other electronic transmission. 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 an sales agent and/or principal 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, Agent has been created in respect of any of the transactions contemplated by this Agreement,... irrespective of whether any of the Underwriters Agent has advised or is advising the Company on other matters; (b) the price and other terms of the Stock Shares set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Agent and the Company is capable of evaluating and 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 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 interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, has been advised that the Agent is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (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 respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Agent 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. 40 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including Section 5-1401 of the General Obligations Law of the State of New York, but otherwise without regard to conflict of laws rules that would apply the laws of any other jurisdiction. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have No Other Relationship. The Underwriter has been retained solely to act as underwriter in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company or the Selling Stockholders, on the one hand, and the Company, or any... Underwriter, on the other party, hand, 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 Underwriter has advised or is advising the Company or the Selling Stockholders on other matters; (b) the Arms' Length Negotiations. The price of the Stock Offered Securities set forth in this Agreement was established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the Representatives, Underwriter, and the Company is and the Selling Stockholders are capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has Absence of Obligation to Disclose. The Company and the Selling Stockholders have been advised that the Representatives Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Selling Stockholders and that the Representatives have Underwriter has no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, Waiver. The Company and the Selling Stockholders waive, to the fullest extent permitted by law, any claims it they may have against the Representatives Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representatives Underwriter shall have no liability (whether direct or indirect) to the Company or the Selling Stockholders in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. 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 No Other Relationship. The Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company or the Selling Stockholder, on the one hand, and the Company, or any othe...r party, Underwriters, on the other, has been created in respect of any of the transactions contemplated by this Agreement, Agreement or the Final Prospectus, irrespective of whether any of the Underwriters has have advised or is are advising the Company or the Selling Stockholder on other matters; (b) the Arms' Length Negotiations. The price of the Stock Offered Securities set forth in this Agreement was established by Company and the Company Selling Stockholder following discussions and arms-length negotiations with the Representatives, Underwriters and the Company is and the Selling Stockholder are capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has Absence of Obligation to Disclose. The Company and the Selling Stockholder have been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Selling Stockholder and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company or the Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, Waiver. The Company and the Selling Stockholder waive, to the fullest extent permitted by law, any claims it they may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree 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, including stockholders, employees or creditors 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 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 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 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 the Company. 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) 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 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 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 the Company. View More
