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 (a)the Agent has been retained solely to act as underwriter an agent in connection with the sale of the Stock Bonds and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, Agent has been 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 (b)the price and other terms of the Stock Bonds and Agent's Warrants set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Agent 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 (c)it has been advised that the Representatives 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 have no 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 (d)it has been advised that the Representatives shall have no liability (whether direct or indirect) to the Company Agent is 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 Agent, and not on behalf of the Company. 20 14.Amendments and Waivers. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the Company, including stockholders, employees provisions of this Agreement shall be deemed or creditors shall constitute a waiver of the Company. any other provision hereof (regardless of whether similar), nor shall any such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided. 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 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 Ag...reement, irrespective of whether any of the Underwriters Placement Agent has advised or is advising the Company on other matters; (b) the price Unit 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 Agent 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 have Placement Agent has 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 Agent is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Placement Agent, 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 Agent 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 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 in right of the Company, including stockholders, employees or creditors of the Company. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Underwriters have Cowen has been retained solely to act as underwriter sales agent in connection with the sale of the Common Stock and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, Cowen has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whe...ther any of the Underwriters Cowen 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 Cowen 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 Cowen 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 Cowen, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Cowen 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, partners, employees or creditors of the Company. 19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile transmission. 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 Representatives have been retained solely to act as underwriter initial purchasers in connection with the sale initial purchase, offering and resale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company or the Guarantors 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 Preliminary Offering Memorandum or the Final Offering Memorandum, irrespective of whether any of the Underwriters has Representatives have advised or is are advising the Company or the Guarantors on other matters; (b) the Arm's-Length Negotiations. The purchase price of the Stock Offered Securities set forth in this Agreement was established by the Company and the Guarantors following discussions and arms-length negotiations with the Representatives, Representatives 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; -24- (c) it Absence of Obligation to Disclose. The Company has and the Guarantors have 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 or the Guarantors and that the Representatives have no obligation to disclose such interests and transactions 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 may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty pursuant to this Agreement and agrees agree that the Representatives 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, including stockholders, employees or creditors of the Company. Company or 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 have HCW has been retained solely to act as underwriter sales agent in connection with the sale of the Common Stock and that no fiduciary, advisory or agency 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, irrespective 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; 31 (c) Neither HCW 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 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 (e) 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 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, partners, 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 No Other Relationship. The Representative has been retained solely to act as an underwriter in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, has Representative have been created in respect of any of the transaction...s contemplated by this Agreement, Agreement or the Final Prospectus, irrespective of whether any of the Underwriters Representative has advised or is advising the Company 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 following discussions and arms-length negotiations with the Representatives, Representative and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it Absence of Obligation to Disclose. The Company has been advised that the Representatives Representative 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 Representative 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, 18. Headings. The section headings in this Agreement are for the convenience of the parties only and will not affect the construction or interpretation of this Agreement. 25 19. Applicable Law and Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to its conflicts of law principles. The Company hereby submits to the fullest extent permitted by law, non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any claims it may have against suit or proceeding arising out of or relating to this Agreement or the Representatives for breach transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of fiduciary duty venue of any suit or alleged breach proceeding arising out of fiduciary duty or relating to this Agreement or the transactions contemplated hereby in federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that the Representatives shall have no liability (whether direct any such suit or indirect) to the Company proceeding in respect of any such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or court has been brought in right of the Company, including stockholders, employees or creditors of the Company. an inconvenient forum. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Shareholder acknowledge and agree 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 and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, Selling Shareholder and the Underwriter has been created in respect of a...ny of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters Underwriter has advised or is advising the Company or the Selling Shareholder on other matters; (b) the price and other terms of the Stock Shares set forth in this Agreement was were established by the Company and the Selling Shareholder following discussions and arms-length negotiations with the Representatives, Underwriter and the Company and the Selling Shareholder 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 Underwriter 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 the Selling Shareholder and that the Representatives have no Underwriter has any obligation to disclose such interests interest and transactions to the Company or the Selling Shareholder 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 Underwriter 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 Underwriter, and not on behalf of the Company or in right of the Company, including stockholders, employees or creditors of the Company. Selling Shareholder. 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 Cowen has been retained solely to act as underwriter sales agent in connection with the sale of the Common Stock and that no fiduciary, advisory or agency relationship between the Underwriters Company and the Company, or any other party, Cowen has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whe...ther any of the Underwriters Cowen 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 Cowen 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 Cowen 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 Cowen, for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Placement Shares under this Agreement and agrees that the Representatives Cowen 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, partners, employees or creditors of the Company. 27 19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile transmission. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company a. Each 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 Underwrite...rs and the Company, Company or any of its affiliates, unitholders (or other equity holders), creditors or employees or any other party, on the one hand, and such 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 Virtu has advised or is advising the Company on other matters; (b) matters, and such Agent 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; 32 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. such 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 such 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 such Agent 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 such 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 such 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, employees or creditors of Company, other than in respect of such Agent's obligations under this Agreement and to keep information provided by the Company. Company to such Agent and such Agent's counsel confidential to the extent not otherwise publicly-available. View More
