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) 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 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 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 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 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) 33 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; 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
Absence of Fiduciary Relationship. The Company acknowledges and agrees the Guarantors acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters No Other Relationship. The Representative have been retained solely to act as underwriter in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, Guarantors and the Representative 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 and the Guarantors on other matters; (b) the Arm's-Length Negotiations. The price of the Stock Offered Securities set forth in this Agreement was established by the Company and the Guarantors following discussions and arms-length arm's-length negotiations with the Representatives, Representative and the Company is and the Guarantors 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 Guarantors 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 and the Guarantors and that the Representatives have Representative has no obligation to disclose such interests and transactions 28 to the Company or the Guarantors by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, Waiver. The Company and the Guarantors 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 Guarantors 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 and the Guarantors, including stockholders, employees or creditors of the Company. Company and the Guarantors. 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 Placement Agent have been retained solely to act as underwriter placement agent 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, Placement Agent has been created in respect of any of the transactions contemplated by this Agreem...ent, irrespective of whether any of the Underwriters Placement Agent has advised or is 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 Placement Agent and the Investors following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Placement Agent and their its 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 Placement Agent does not have no 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 Placement Agent is 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 Placement Agent, and not on behalf of or the Company. 17 13. No Limitations. Nothing in right this Agreement shall be construed to limit the ability of the Company, including stockholders, employees Placement Agent or creditors its affiliates to (a) trade in the Company's or any other company's securities or publish research on the Company or any other company, subject to applicable law, or (b) pursue or engage in investment banking, financial advisory or other business relationships with entities that may be engaged in or contemplate engaging in, or acquiring or disposing of, businesses that are similar to or competitive with the business 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 Placement Agents have been retained solely to act as underwriter Placement Agents 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, has Placement Agents have been created in respect of any of the transactions contemplated by thi...s Agreement, irrespective of whether any of the Underwriters has Placement Agents have advised or is are advising the Company on other matters; matters and that the Placement Agents owe the Company only those duties and obligations set forth in this Agreement; (b) the price Share Purchase 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, Placement 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 has been advised that the Representatives Placement Agents and their its 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 Placement Agents 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, has been advised that the Placement Agents are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Placement Agents, and not on behalf of the Company and that the Placement Agents may have interests that differ from those of the Company. The Company waives to the fullest full extent permitted by law, applicable law any claims it may have against the Representatives for breach of fiduciary duty or Placement Agents arising from an alleged breach of fiduciary duty and agrees that in connection with 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. Offering. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company a. FBR 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 FBR, 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 FBR has advised or is advising the Company on other matters; (b) matters, and FBR 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. FBR 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 FBR 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 FBR 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) 33 e. it waives, to the fullest extent permitted by law, any claims it may have against the Representatives FBR 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 FBR 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 FBR's obligations under this Agreement and to keep information provided by the Company. Company to FBR and FBR's counsel confidential to the extent not otherwise publicly-available. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Shareholders acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters The Representatives have been retained solely to act as underwriter underwriters in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company or the Selling Shareholders, on the one hand, and the Company, or any other par...ty, Representatives, 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 Representatives have advised or is advising the Company or the Selling Shareholders on other matters; 41 (b) the The price of the Stock Offered Securities set forth in this Agreement was established by Company and the Company Selling Shareholders following discussions and arms-length negotiations with the Representatives, Representatives and the Company is and the Selling Shareholders 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; and (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 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, Selling Shareholders 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 agree that the Representatives shall have no liability (whether direct or indirect) to the Company or the Selling Shareholders 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 and the Selling Shareholders, including stockholders, their respective shareholders, employees or creditors of the Company. creditors. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company FBR 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 Com...pany, Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and FBR, 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 FBR has advised or is advising the Company on other matters; (b) matters, and FBR 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) FBR 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 FBR 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 FBR 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 FBR 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 FBR 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 FBR's obligations under this Agreement and to keep information provided by the Company. Company to FBR and FBR'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, the Underwriters Placement Agents have been retained solely to act as underwriter placement agent in connection with the sale of the Stock Units and that no fiduciary, advisory or agency relationship between the Underwriters and the Company, or any other party, Company either Placement Agent has been created in respect of any of the transactions contemplated by this Agr...eement, irrespective of whether any of the Underwriters either Placement Agent has advised or is advising the Company on other matters; (b) the price and other terms of the Stock Units set forth in this Agreement was were established by the Company Placement Agents and the Investors following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Placement Agents and their respective 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 neither Placement Agent 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 Placement Agents 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 respective Placement Agent, and not on behalf of the Company. 17 13. No Limitations. Nothing in this Agreement shall be construed to limit the ability of either Placement Agent or their respective affiliates to (a) trade in right of the Company, including stockholders, employees Company's or creditors any other company's securities or publish research on the Company or any other company, subject to applicable law, or (b) pursue or engage in investment banking, financial advisory or other business relationships with entities that may be engaged in or contemplate engaging in, or acquiring or disposing of, businesses that are similar to or competitive with the business of the Company. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees each of the Selling Securityholders acknowledge and agree that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters No Other Relationship. The Representatives have been retained solely to act as 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 Securityholders, as the case may be, and... the Company, or any other party, Representatives 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 Representatives have advised or is advising the Company or the Selling Securityholders on other matters; (b) the Arms' Length Negotiations. The price of the Stock Offered Securities set forth in this Agreement was established by the Company and the Selling Securityholders following discussions and arms-length arms'-length negotiations with the Representatives, and each of the Company and each Selling Securityholder 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. Each of the Company and each Selling Securityholder has 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 or the Selling Securityholders, as the case may be, and that the Representatives have no obligation to disclose such interests and transactions to the Company or the Selling Securityholders by virtue of any fiduciary, advisory or agency relationship; and (d) it Waiver. Each of the Company and each Selling Securityholder 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 or the Selling Securityholders, as the case may be, 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 Securityholders, including their respective stockholders, employees or creditors of the Company. creditors. View More
