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 Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have HCW has been retained solely to act as underwriter sales agent in connection with the sale of the Stock Placement Shares and that no fiduciary, advisory or agency fiduciary relationship between the Underwriters Company and the Company, or any other party, HCW has been created in respect of any of the transactions contemplated by this Agreement, irr...espective of whether any of the Underwriters HCW has advised or is advising the Company on other matters; 2 (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, 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 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; and (d) it the Company 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 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. claim. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's the Placement Agent's responsibility to the Company is solely contractual in nature, the Underwriters have Placement Agent has been retained solely to act as underwriter 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, Placement Agent has been created in respect of any of the transactions contempl...ated by this Agreement, irrespective of whether any of the Underwriters Placement Agent 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, Placement Agent and the Purchasers, 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 Placement 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 Placement Agent 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 Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Placement Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. -36- 12. SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement Agent, the Company, and their respective successors and assigns. This Agreement shall also inure to the benefit of the Purchasers, and each of their respective successors and assigns, which shall be third party beneficiaries hereof. 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 sentences, 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 Placement Agent Indemnified Parties and the indemnities of the Placement Agent shall be for the benefit of the Company Indemnified Parties. It is understood that the Placement Agent's responsibility to the Company is solely contractual in nature and the Placement Agent does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's the Placement Agent's responsibility to the Company is solely contractual in nature, the Underwriters have Placement Agent has been retained solely to act as underwriter 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, Placement Agent has been created in respect of any of the transactions contempl...ated by this Agreement, irrespective of whether any of the Underwriters Placement Agent 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, Placement Agent and the Purchasers, 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 Placement 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 Placement Agent 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 Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Placement Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. -32- 12. SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement Agent, the Company, and their respective successors and assigns. This Agreement shall also inure to the benefit of the Purchasers, and each of their respective successors and assigns, which shall be third party beneficiaries hereof. 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 sentences, 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 Placement Agent Indemnified Parties and the indemnities of the Placement Agent shall be for the benefit of the Company Indemnified Parties. It is understood that the Placement Agent's responsibility to the Company is solely contractual in nature and the Placement Agent does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's the Placement Agent's responsibility to the Company is solely contractual in nature, the Underwriters have Placement Agent has been retained solely to act as underwriter 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, Placement Agent has been created in respect of any of the transactions contempl...ated by this Agreement, irrespective of whether any of the Underwriters Placement Agent 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, Placement Agent and the Purchasers, 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 Placement 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 Placement Agent 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 Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Placement Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. -33- 12. SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Placement Agent, the Company, and their respective successors and assigns. This Agreement shall also inure to the benefit of the Purchasers, and each of their respective successors and assigns, which shall be third party beneficiaries hereof. 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 sentences, 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 Placement Agent Indemnified Parties and the indemnities of the Placement Agent shall be for the benefit of the Company Indemnified Parties. It is understood that the Placement Agent's responsibility to the Company is solely contractual in nature and the Placement Agent does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement. 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 Placement Agent has been retained solely to act as underwriter the 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 thi...s Agreement, 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 arm's-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 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 Guarantor 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 underwriting, offering and resale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any Guarantor on the one hand and the Representatives on... the other party, has been created in respect of any of the transactions contemplated by this Agreement, Agreement or the Preliminary Prospectus or the Prospectus, irrespective of whether any of the Underwriters has Representatives have advised or is are advising the Company or the Guarantor on other matters; (b) the purchase price of the Stock Offered Securities set forth in this Agreement was established by the Company and the Guarantor following discussions and arms-length negotiations with the Representatives, Representatives and the Company is and the Guarantor 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 the Company and the Guarantor 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 Guarantor and that the Representatives have no obligation to disclose such interests and transactions to the Company and the Guarantor by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, the Company and the Guarantor 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 Guarantor 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 Guarantor, including stockholders, employees or creditors of the Company. Company or the Guarantor. -21- 17. Applicable Law. This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees the Guarantor 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 underwriting, offering and resale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any Guarantor on the one hand and the Representatives on... the other party, has been created in respect of any of the transactions contemplated by this Agreement, Agreement or the Preliminary Prospectus or the Prospectus, irrespective of whether any of the Underwriters has Representatives have advised or is are advising the Company or the Guarantor on other matters; (b) the purchase price of the Stock Offered Securities set forth in this Agreement was established by the Company and the Guarantor following discussions and arms-length negotiations with the Representatives, Representatives and the Company is and the Guarantor 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; -20- (c) it has the Company and the Guarantor 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 Guarantor and that the Representatives have no obligation to disclose such interests and transactions to the Company and the Guarantor by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, the Company and the Guarantor 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 Guarantor 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 Guarantor, including stockholders, employees or creditors of the Company. Company or the Guarantor. 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 33 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 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, the Underwriters have HCW has been retained solely to act as underwriter sales agent in connection with the sale of the Stock Placement Shares and that no fiduciary, advisory or agency fiduciary relationship between the Underwriters Company and the Company, or any other party, HCW has been created in respect of any of the transactions contemplated by this Agreement, irr...espective of whether any of the Underwriters HCW 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, 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 the Company has been advised 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; and (d) it the Company 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 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. claim. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees the Guarantor 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 underwriting, offering and resale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any Guarantor on the one hand and the Representatives on... the other party, has been created in respect of any of the transactions contemplated by this Agreement, Agreement or the Preliminary Prospectus or the Prospectus, irrespective of whether any of the Underwriters has Representatives have advised or is are advising the Company or the Guarantor on other matters; (b) the purchase price of the Stock Offered Securities set forth in this Agreement was established by the Company and the Guarantor following discussions and arms-length negotiations with the Representatives, Representatives and the Company is and the Guarantor 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 the Company and the Guarantor 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 Guarantor and that the Representatives have no obligation to disclose such interests and transactions to the Company and the Guarantor by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, the Company and the Guarantor 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 Guarantor 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 Guarantor, including stockholders, employees or creditors of the Company. Company or the Guarantor. View More
