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 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; (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. 32 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 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; (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. 29 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 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 Representative 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, Representative, 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 Representative 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 Selling Stockholders following discussions and arms-length negotiations with the Representatives, Representative, 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 Representative 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 Representative 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 20 (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 Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representatives Representative 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 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. 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 and each of the Selling Stockholders acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters Representatives have been retained solely to act as an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company or any Selling Stockholder and the Company, or any other party, has Representatives have been created in respec...t of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters has Representatives have advised or is are advising the Company or any Selling Stockholder on other matters; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company and each of the Selling Stockholders following discussions and arms-length negotiations with the Representatives, Representatives and the Company and each of the Selling Stockholders is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and each of the Selling Stockholders and that the Representatives have no obligation to disclose such interests interest and transactions to the Company or any Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, has been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company or any Selling Stockholder; (e) 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 in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company or any Selling Stockholder in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of any Selling Stockholder or the Company, including stockholders, employees or creditors of the Company. 37 14. Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates), each of the Selling Stockholders and each of the Underwriters 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 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; 20 (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; Agreement and none of the activities of the Underwriters in connection with the sale of shares constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters; (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 the Selling Stockholders acknowledge and agree that: (a) each Underwriter's responsibility to the Company and the Selling Stockholders is solely contractual in nature, the Underwriters Representatives have been retained solely to act as underwriter underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Underwriters Company of the Selling Stockholders and the Company, or any other party, has Represent...atives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters Representatives has advised or is advising the Company or the Selling Stockholders on other matters; 35 (b) the price of the Stock 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 and each of the Selling Stockholders 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 they have been advised that the Representatives and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Selling Stockholders and that the Representatives 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, they waive, 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 that the Representatives 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, Company or the Selling Stockholders, including stockholders, employees or creditors of the Company. Company or the Selling Stockholders. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have Underwriter has been retained solely to act as underwriter in connection with the sale of the Stock Securities and no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, has Underwriter have been created in respect of any of the transactions contemplated by this Agreement, irrespectiv...e of whether any of the Underwriters Underwriter has advised or is advising the Company on other matters; (b) the price of each of (i) the Stock Shares and the Accompanying Warrants and (ii) the Pre-Funded Warrants and Accompanying Warrants set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Underwriter, 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 Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Underwriter has 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 Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriter 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. 30 11. SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Underwriter, the Company and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnities of the Underwriter shall be for the benefit of the Company Indemnified Parties. It is understood that the Underwriter's responsibility to the Company is solely contractual in nature and the Underwriter does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Securities from the Underwriter shall be deemed to be a successor or assign by reason merely of such purchase. 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 Representative has been retained solely to act as underwriter underwriters in connection with the sale of the Stock Offered Securities and no fiduciary, advisory or agency relationship between the Underwriters Company or the Selling Stockholders, on the one hand, and the Comp...any, or any other party, Representative, 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 Representative has advised or is advising the Company or the Selling Stockholders on other matters; 20 (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 Stockholders following discussions and arms-length negotiations with the Representatives, Representative 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 Representative 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 Representative 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 Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representatives Representative 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 No Other Relationship. The Agents have been retained solely to act as underwriter sales agents in connection with the sale of the Stock Placement Shares and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, Agents has been created in respect of any of the transactions contemplated by... this Agreement, Agreement or the Prospectus, 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 none of the Stock set forth activities of 24 the Agents in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Agents with respect to any entity or natural person; (b) Arms' Length Negotiations. The purchase and sale of the Placement Shares pursuant to this Agreement was established by the Company following discussions and is an arms-length negotiations commercial transaction with the Representatives, Agents 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 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; and (d) it Waiver. The Company 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 and agrees that the Representatives Agents 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
