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 Company, having been advised by counsel, acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters Agents have been retained solely to act as underwriter a sales agent in connection with the sale of the Stock Shares and that no fiduciary, advisory or agency relationship between the Underwriters Company (including any of the Company's affiliates (including directors), equity holders, creditors, employees or age...nts, hereafter, "Company Representatives"), on the one hand, and the Company, or any other party, Agents on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters has Agents have advised or is advising the Company on other matters; (b) the price matters and irrespective of the Stock use of the defined term "Agent;" (b) neither of the Agents nor any of their respective affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Agent Representatives") shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement was established by Agreement; (b) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Representatives, and Agents; (c) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts, accepts the terms, risks and conditions of the any Placement to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (c) it the Company has been advised that the Agents and the Agent 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 Agents and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship, or otherwise; (d) the Company has been advised that the Agents are acting, in respect of any Placement and (d) it waives, the transactions contemplated by this Agreement, solely for the benefit of the Agents, and not on behalf of the Company; and (e) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims it that they may have against the Agents or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agrees agree that the Agents and the Agent Representatives shall have no liability (whether direct or indirect) indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a fiduciary duty claim or to any person asserting a any claim of breach of any fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees Company or creditors any of the Company. Company Representatives. 33 12. Governing Law and 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 OWN BEHALF AND ON BEHALF OF ITS STOCKHOLDERS AND AFFILIATES) 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 Company, having been advised by counsel, acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters Agents have been retained solely to act as underwriter a sales agent in connection with the sale of the Stock Shares and that no fiduciary, advisory or agency relationship between the Underwriters Company (including any of the Company's affiliates (including directors), equity holders, creditors, employees or age...nts, hereafter, "Company Representatives"), on the one hand, and the Company, or any other party, Agents on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters has Agents have advised or is advising the Company on other matters; (b) the price matters and irrespective of the Stock use of the defined term "Agent;" (b) neither of the Agents nor any of their respective affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Agent Representatives") shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement was established by Agreement; (b) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Representatives, and Agents; (c) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts, accepts the terms, risks and conditions of the any Placement to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (c) it the Company has been advised that the Agents and the Agent 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 Agents and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship, or otherwise; (d) the Company has been advised that the Agents are acting, in respect of any Placement and (d) it waives, the transactions contemplated by this Agreement, solely for the benefit of the Agents, and not on behalf of the Company; and (e) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims it that they may have against the Agents or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agrees agree that the Agents and the Agent Representatives shall have no liability (whether direct or indirect) indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a fiduciary duty claim or to any person asserting a any claim of breach of any fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees Company or creditors any of the Company. Company Representatives. 31 12. Governing Law and 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 OWN BEHALF AND ON BEHALF OF ITS STOCKHOLDERS AND AFFILIATES) 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 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, Agents 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. 35 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 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. 33 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 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; (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 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) (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 Company, having been advised by counsel, acknowledges and agrees that: (a) each Underwriter's responsibility to of the Company is solely contractual in nature, the Underwriters Agents have been retained solely to act as underwriter a sales agent in connection with the sale of the Stock Shares and that no fiduciary, advisory or agency relationship between the Underwriters Company (including any of the Company's affiliates (including directors), equity holders, creditors, employees or ...agents, hereafter, "Company Representatives"), on the one hand, and the Company, or any other party, Agents on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters has Agents have advised or is are advising the Company on other matters; (b) the price matters and irrespective of the Stock use of the defined terms "Agent" and "Agents;" (b) neither the Agents nor any of their respective affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Agent Representatives") shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement was established by Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Representatives, and Agents; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts, accepts the terms, risks and conditions of the any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (c) it (e) the Company has been advised that the Agents and the Agent 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 Agents and the Agent 34 Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship, or otherwise; (f) the Company has been advised that each of the Agents is acting, in respect of any Placement and (d) it waives, the transactions contemplated by this Agreement, solely for the benefit of such Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims it that they may have against the Agents or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agrees agree that the Agents and the Agent Representatives shall have no liability (whether direct or indirect) indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a fiduciary duty claim or to any person asserting a any claim of breach of any fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees Company or creditors any of the Company. Company Representatives. View More
Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, 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 a sales agent in connection with the sale of the Stock Shares and that no fiduciary, advisory or agency relationship between the Underwriters Company (including any of the Company's affiliates (including directors), equity holders, creditors, employees or ...agents, hereafter, "Company Representatives"), on the one hand, and the Company, or any other party, Agent on the other, has been created 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) the price matters and irrespective of the Stock use of the defined term "Agent;" (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Agent Representatives") shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement was established by Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Representatives, and Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts, accepts the terms, risks and conditions of any Placement to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) neither the Agent nor any Agent Representatives have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement; (c) Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (f) the Company has been advised that the Agent and the Agent 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 Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship, or otherwise; (g) the Company has been advised that the Agent is acting, in respect of any Placement and (d) it waives, the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (h) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims it that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agrees agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect) indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a fiduciary duty claim or to any person asserting a any claim of breach of any fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees Company or creditors any of the Company. Company Representatives. 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 underwriters in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, has Representatives have been created in respect of any of the tra...nsactions contemplated by this Agreement, Agreement or the Final Prospectus, irrespective of whether any of the Underwriters has Representatives have advised or is are advising the Company 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 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 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 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. 34 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. 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 No Other Relationship. The Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company or the Selling Stockholders, on the one hand, and any Underwriter, on th...e Company, or any 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, 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; 24 (c) it has Absence of Obligation to Disclose. The Company and the Selling Stockholders have been advised that the Representatives Underwriters and their respective 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 Underwriters have no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; 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 any Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representatives no Underwriter shall have no any 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 Company, having been advised by counsel, 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 a sales agent in connection with the sale of the Stock Shares and that no fiduciary, advisory or agency relationship between the Underwriters Company (including any of the Company's affiliates (including directors), equity holders, creditors, employees or ...agents, hereafter, "Company Representatives"), on the one hand, and the Company, or any other party, Agent on the other, has been created 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) the price matters and irrespective of the Stock use of the defined term "Agent;" (b) neither of the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, "Agent Representatives") shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement was established by Agreement; (b) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Representatives, and Agent; (c) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts, accepts the terms, risks and conditions of the any Placement to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (c) it the Company has been advised that the Agent and the Agent 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 Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship, or otherwise; (d) the Company has been advised that the Agent is acting, in respect of any Placement and (d) it waives, the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (e) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims it that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agrees agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect) indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a fiduciary duty claim or to any person asserting a any claim of breach of any fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees Company or creditors any of the Company. Company Representatives. 26 12. Governing Law and 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 own behalf and on behalf of its stockholders and affiliates) 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
