Absence of Fiduciary Relationship Clause Example with 895 Variations from Business Contracts
This page contains Absence of Fiduciary Relationship clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have been retained solely to act as underwriter in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Underwriters and the Company, or any other party, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters has advised or is a...dvising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.View More
Variations of a "Absence of Fiduciary Relationship" Clause from Business Contracts
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each 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, Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of ...whether any of the Underwriters Underwriter has advised or is advising the Company on other matters; (b) the price of the Stock Securities 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. 28 12. 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 that: (a) each Underwriter's the Underwriters' responsibility to the Company is solely contractual in nature, the each Underwriters have has 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 Company and the Company, or any other party, such Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of... whether any of the Underwriters such Underwriter has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Underwriters, 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 Underwriters 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 Underwriters 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 Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriters 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. SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Underwriters, 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 Underwriters shall be for the benefit of the Company Indemnified Parties. It is understood that the Underwriters' responsibility to the Company is solely contractual in nature and the Underwriters do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Stock from the Underwriters shall be deemed to be a successor or assign by reason merely of such purchase. 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 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 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. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to Each Agent is acting separately and not jointly with the Company is other Agent and solely contractual in nature, the Underwriters have been retained solely to act as underwriter agent in connection with the sale of the Stock Shares in an Agency Transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or advisory or agency relationship between the Underwr...iters and the Company, Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Agents, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement or any Terms Agreement, irrespective of whether any of the Underwriters an Agent has advised or is advising the Company on other matters; (b) matters, and the price of Agents have no obligation to the Stock Company with respect to the transactions contemplated by this Agreement or any Terms 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 any Terms Agreement; -44- (b) 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) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement or any Terms Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has been advised deemed appropriate; (d) the Company is aware that the Representatives Agents and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, and that the Representatives Agents have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; and (d) it (e) 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) indirect, in contract, tort or otherwise) 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, partners, employees or creditors of the Company. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's Each Placement Agent's responsibility to the Company is solely contractual in nature, the Underwriters have each Placement Agent has been retained solely to act as underwriter an Placement Agent in connection with the sale of the Stock Offering and no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, such Placement Agent has been created in respect of any of the transac...tions contemplated by this Agreement, irrespective of whether any of the Underwriters Roth or Maxim has advised or is advising the Company on other matters; (b) the price of the Stock units set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representative, 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 Roth and Maxim, and each of their affiliates affiliates, are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Placement 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 waives, to the fullest extent permitted by law, any claims it may have against the Representatives Placement Agents for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Placement 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
Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholder each acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company or the Selling Stockholder and the Company, or any other party, Underwriters has been created in respec...t of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters has have advised or is are advising the Company or the Selling Stockholder on other matters; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company and the Selling Stockholder following discussions and arms-length negotiations with the Representatives, Underwriters and each of the Company and the Company Selling Stockholder 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 Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Selling Stockholder and that the Representatives Underwriters have no obligation to disclose such interests interest and transactions to the Company and the Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company or the Selling Stockholder; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Representatives Underwriters 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 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, Company or the Selling Stockholder, including stockholders, employees or creditors of the Company. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: 39 (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 sales agent in connection with the sale of the Stock Placement Shares, the Agent has acted at arms' length and no fiduciary, fiduciary or advisory or agency relationship between the Underwriters and the Company, Company or any of its respective affiliates, stockholders (or other equity holders...), creditors or employees or any other party, on the one hand, and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters Agent has advised or is advising the Company on other matters; (b) matters and the price of Agent has no duties or obligations to the Stock Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and herein; (b) the Company is capable of evaluating evaluating, and understanding, understanding and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (d) the Company has been advised and is aware that the Representatives Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Agent and its affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; and (d) it (e) the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives Agent or its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the transactions contemplated by this Agreement and agrees that the Representatives Agent and its affiliates 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, stockholders (or other equity holders), creditors or employees or creditors of the Company. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have been retained solely to act as underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of... the Underwriters has have advised or is are advising the Company on other matters; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Underwriters 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 Underwriters and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and that the Representatives Underwriters have 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, 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 has been advised that the Representatives shall have no liability (whether direct or indirect) to the Company Underwriters are acting, in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of or in right the Company. 33 13. Entire Agreement. This Agreement represents the entire agreement of the Company, including stockholders, employees parties and supersedes all prior or creditors contemporaneous written or oral agreements between them concerning the offer and sale of the Company. Securities. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of that certain engagement letter, dated September 12, 2016, by and between the Company and the Representative shall remain in full force and effect, provided however, that the terms of this Agreement shall supersede any conflicting terms in such engagement letter. 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 sales agent in connection with the sale of the Stock Placement Shares, the Agent has acted at arms' length and no fiduciary, fiduciary or advisory or agency relationship between the Underwriters and the Company, Company or any of its respective affiliates, stockholders (or other equity holders), ...creditors or employees or any other party, on the one hand, and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters Agent has advised or is advising the Company on other matters; (b) matters and the price of Agent has no duties or obligations to the Stock Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and herein; (b) the Company is capable of evaluating evaluating, and understanding, understanding and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (d) the Company has been advised and is aware that the Representatives Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Agent and its affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; relationship or otherwise; and (d) it 40 (e) the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives Agent or its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the transactions contemplated by this Agreement and agrees that the Representatives Agent and its affiliates 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, stockholders (or other equity holders), creditors or employees or creditors of the Company. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have Underwriter has been retained solely to act as underwriter in connection with the sale of the Stock Shares, the Pre-Funded Warrants and Warrants and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, Underwriter has been created in respect of any of the transactions contemplated ...by this Agreement, irrespective of whether any of the Underwriters Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Stock Shares, the Pre-Funded Warrants and the Warrants set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Underwriters 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 Underwriters and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and that the Representatives have no Underwriter has any obligation to disclose such interests interest 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 has been advised that the Representatives shall have no liability (whether direct or indirect) to the Company Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such a fiduciary duty claim or to any person asserting a fiduciary duty claim Underwriter, and not on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. View More
