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 Partnership acknowledges and agrees that: (a) 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 Units 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 Underwri...ters and the Company, Partnership or any of its respective affiliates, unitholders (or other equity holders), creditors or employees or any other party, on the one hand, and any 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 the Underwriters or not an Agent has advised or is advising the Company Partnership on other matters; (b) matters, and no Agent has any obligation to the price of Partnership with respect to the Stock transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) c. no Agent has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has been advised consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Representatives each Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Partnership and that the Representatives have no Agent has any obligation to disclose such interests and transactions to the Company Partnership by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; and (d) e. it waives, to the fullest extent permitted by law, any claims it they may have against the Representatives any Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Units under this Agreement and agrees that the Representatives no Agent shall have no any liability (whether direct or indirect) indirect, in contract, tort or otherwise) to the Company it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including stockholders, Partnership, employees or creditors of the Company. Partnership, other than in respect of such Agent's obligations under this Agreement and to keep information provided by the Partnership to such Agent and such Agent's counsel confidential to the extent not otherwise publicly-available. View More
Absence of Fiduciary Relationship. The Company Partnership acknowledges and agrees that: (a) 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 Units 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 Underwri...ters and the Company, Partnership or any of its respective affiliates, unitholders (or other equity holders), creditors or employees or any other party, on the one hand, and any 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 the Underwriters or not an Agent has advised or is advising the Company Partnership on other matters; (b) matters, and no Agent has any obligation to the price of Partnership with respect to the Stock transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) c. no Agent has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has been advised consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Representatives each Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Partnership and that the Representatives have no Agent has any obligation to disclose such interests and transactions to the Company Partnership by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; and (d) e. it waives, to the fullest extent permitted by law, any claims it they may have against the Representatives any Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Units under this Agreement and agrees that the Representatives no Agent shall have no any liability (whether direct or indirect) indirect, in contract, tort or otherwise) to the Company it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including stockholders, Partnership, employees or creditors of the Company. Partnership, other than in respect of such Agent's obligations under this Agreement and to keep information provided by the Partnership to such Agent and such Agent's counsel confidential to the extent not otherwise publicly-available. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, a sophisticated business enterprise that has retained the Underwriters have been retained solely to act as underwriter in connection with Agents for 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, ir...respective of whether any of the Underwriters has advised or is advising the Company on other matters; (b) the price of the Stock limited purposes set forth in this Agreement was established by Agreement, and the Company following discussions Agents' and arms-length negotiations with the Representatives, Company's respective rights and obligations are contractual in nature; (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 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; (d) the Company disclaims any intention to impose fiduciary obligations on the Agents by virtue of the engagement contemplated by this Agreement; (e) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and (d) the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (f) the Agents are full service securities firms and as such from time to time, subject to applicable securities laws, may effect transactions for their own accounts or the accounts of their customers and hold long or short positions in the Common Stock; and 29 (g) 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 to 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, shareholders, partners, employees or creditors of the Company. [Remainder of Page Intentionally Blank] 30 If the foregoing correctly sets forth the understanding between the Company and the Agents, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the parties. Very truly yours, WATSCO, INC. By: /s/ Barry S. Logan Name: Barry S. Logan Title: Executive Vice President CONFIRMED AND ACCEPTED, as of the date first above written ROBERT W. BAIRD & CO. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: 33 (a) each Underwriter's responsibility to the Company is solely contractual in nature, a sophisticated business enterprise that has retained the Underwriters have been retained solely to act as underwriter in connection with Agent for 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 advising the Company on other matters; (b) the price of the Stock limited purposes set forth in this Agreement was established by Agreement, and the Company following discussions Agent's and arms-length negotiations with the Representatives, Company's respective rights and obligations are contractual in nature; (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 the Company has been advised that the Representatives Agent and their its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) the Company disclaims any intention to impose fiduciary obligations on the Agent by virtue of the engagement contemplated by this Agreement; (e) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and (d) the Company have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (f) the Agent is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in the Common Stock; and (g) 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 and agrees that the Representatives Agent shall have no liability (whether direct or indirect) to the Company in respect of to such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, shareholders, partners, employees or creditors of the Company. [Remainder of Page Intentionally Blank] 34 If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the parties. Very truly yours, GRIFFIN INDUSTRIAL REALTY, INC. By: /s/ Michael Gamzon Name: Michael Gamzon Title: President and Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written ROBERT W. BAIRD & CO. View More
Absence of Fiduciary Relationship. The Company Each of the Company, the Operating Partnership and the Manager acknowledges and agrees that: (a) each Underwriter's responsibility to a. 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 Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary... or advisory or agency relationship between the Underwriters and Company, the Company, Operating Partnership, the Manager or any of their 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 Company, the Operating Partnership or the Manager on other matters; (b) matters, and the price of Agent has no obligation to the Stock Company, the Operating Partnership or the Manager with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) c. the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has been advised consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Representatives Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, the Operating Partnership and that the Representatives have Manager, and the Agent has no obligation to disclose such interests and transactions to the Company Company, the Operating Partnership and the Manager by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; and (d) 33 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 Securities 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, the Operating Partnership, the Manager or any of their employees or creditors creditors, other than in respect of the Company. Agent's obligations under this Agreement and to keep information provided by the Company to the Agent and its counsel confidential to the extent not otherwise publicly-available. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, a sophisticated business enterprise that has retained the Underwriters have been retained solely to act as underwriter in connection with Agent for 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, irr...espective of whether any of the Underwriters has advised or is advising the Company on other matters; (b) the price of the Stock limited purposes set forth in this Agreement was established by Agreement, and the Company following discussions Agent's and arms-length negotiations with the Representatives, Company's respective rights and obligations are contractual in nature; (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 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; (d) the Company disclaims any intention to impose fiduciary obligations on the Agent by virtue of the engagement contemplated by this Agreement; (e) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and (d) the Company have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (f) the Agent is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in the Common Stock; and (g) 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 and agrees that the Representatives Agent shall have no liability (whether direct or indirect) to the Company in respect of to such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, shareholders, partners, employees or creditors of the Company. 28 [Remainder of Page Intentionally Blank] 29 If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the parties. Very truly yours, WATSCO, INC. By: /s/ Barry S. Logan Name: Barry S. Logan Title: Executive Vice President CONFIRMED AND ACCEPTED, as of the date first above written ROBERT W. BAIRD & CO. View More
Absence of Fiduciary Relationship. The Company Partnership acknowledges and agrees that: (a) each Underwriter's responsibility to a. 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 Units 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 Underwri...ters and the Company, Partnership or any of its respective affiliates, unitholders (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 Partnership on other matters; (b) matters, and the price of Agent does not have any obligation to the Stock Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) c. the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has been advised consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Representatives Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Partnership and that the Representatives Agent does not have no any obligation to disclose such interests and transactions to the Company Partnership by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; and (d) e. it waives, to the fullest extent permitted by law, any claims it they may have against the Representatives Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Units 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, Partnership, employees or creditors of the Company. Partnership, other 35 than in respect of the Agent's obligations under this Agreement and to keep information provided by the Partnership to the Agent and the Agent's counsel confidential to the extent not otherwise publicly-available. View More
Absence of Fiduciary Relationship. The Company Partnership acknowledges and agrees that: (a) each Underwriter's responsibility to the Company (a)The Agent is acting solely contractual in nature, the Underwriters have been retained solely to act as underwriter agent in connection with the sale public offering of the Stock Placement Units 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 Unde...rwriters and the Company, Partnership 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 Partnership on other matters; (b) matters, and the price of Agent has no obligation to the Stock Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company Agreement; (b)it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) (c)the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has been advised consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (d)it is aware that the Representatives Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Partnership and that the Representatives have Agent 33 has no obligation to disclose such interests and transactions to the Company Partnership by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; and (d) it (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 Units 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, Partnership, employees or creditors of Partnership, other than in respect of the Company. Agent's obligations under this Agreement and to keep information provided by the Partnership to the Agent and the Agent's counsel confidential to the extent not otherwise publicly-available. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) each Underwriter's the Purchaser's responsibility to the Company and the Selling Stockholders is solely contractual in nature, the Underwriters have Purchaser has been retained solely to act as underwriter Purchaser in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Underwriters Company or the Selling Stockholder and the Company, or any other party, Pur...chaser has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters Purchaser has advised or is are advising the Company or the Selling Stockholders on other matters; (b) the price of the Stock Shares set forth in this Agreement was established by the Company Company, the Selling Stockholders following discussions and arms-length arm's-length negotiations with the Representatives, Purchaser, and the Company is Selling Stockholders are capable of evaluating and understanding, and understands understand and accepts, accept, the terms, risks and conditions of the transactions contemplated by this Agreement; 31 (c) it has the Company and the Selling Stockholders have been advised that the Representatives Purchaser 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 Purchaser has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company and each Selling Stockholder waives, to the fullest extent permitted by law, any claims it may have against the Representatives Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Purchaser 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 Underwriter's responsibility to the Company a. HCW 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 ...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 HCW, 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 HCW has advised or is advising the Company on other matters; (b) matters, and HCW has no 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. HCW 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; 34 d. it is aware that the Representatives HCW 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 HCW has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; and (d) e. it waives, to the fullest extent permitted by law, any claims it may have against the Representatives HCW 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 HCW shall not have no any liability (whether direct or indirect) indirect, in contract, tort or otherwise) to the Company it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including stockholders, employees or creditors of Company, other than in respect of HCW's obligations under this Agreement and to keep information provided by the Company. Company to HCW and its counsel confidential to the extent not otherwise publicly-available. View More
