Absence of Fiduciary Relationship Clause Example with 4 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 and the Operating Partnership jointly and severally acknowledge and agree that: (a)The Agent has been retained solely to act as an Agent in the capacity of an arm's length contractual counterparty to the Company in connection with the sale of the Shares that no fiduciary, advisory or agency relationship among the Company, the Operating Partnership and the Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has... advised or is advising the Company or the Operating Partnership on other matters; (b)each of the Company and the Operating Partnership is capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c)each of the Company and the Operating Partnership has been advised that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Operating Partnership and that the Agent has no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and (d)each of the Company and the Operating Partnership waives, to the fullest extent permitted by law, any claims it may have against the Agent, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Agent shall have no liability (whether direct or indirect) to the Company or the Operating Partnership in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Operating Partnership, including stockholders, partners, employees or creditors of the Company or the Operating Partnership. View More
Found in Ramco-Gershenson Properties Trust contract

Variations of a "Absence of Fiduciary Relationship" Clause from Business Contracts

Absence of Fiduciary Relationship. The Company and the Operating Partnership jointly and severally acknowledge and agree that: (a)The Agent has been retained (a) CF&Co is acting solely to act as an Agent in the capacity of an arm's length contractual counterparty to the Company agent in connection with the sale public offering of the Shares that 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 among b...etween the Company, the Operating Partnership or any of their respective affiliates, shareholders (or other equity holders), creditors or employees or any other party, on the one hand, and CF&Co, on the Agent other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent CF&Co has advised or is advising the Company or the Operating Partnership on other matters; (b)each matters, and CF&Co has no obligation to the Company or the Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; (b) each of the Company and the Operating Partnership is capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c)each (c) neither CF&Co nor any of its affiliates has 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) each of the Company and the Operating Partnership has been advised that the Agent CF&Co and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Operating Partnership and that the Agent CF&Co has no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and (d)each (e) each of the Company and the Operating Partnership waives, to the fullest extent permitted by law, any claims it may have against the Agent, CF&Co or its affiliates, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Agent CF&Co and its affiliates shall have no liability (whether direct or indirect) to the Company or the Operating Partnership in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Operating Partnership, including stockholders, shareholders, partners, employees or creditors of the Company or the Operating Partnership. View More
Found in GLADSTONE COMMERCIAL CORP contract
Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership jointly acknowledges and severally acknowledge and agree agrees that: (a)The Agent has (a) the Underwriters have been retained solely to act as an Agent in the capacity of an arm's length contractual counterparty to the Company underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship among between the Company, Company and the Operating Partnership and the Agent Underwriters has been created ...in respect of any of the transactions contemplated by this Agreement, Agreement or the process leading thereto, irrespective of whether the Agent has Underwriters have advised or any of them is advising the Company or and the Operating Partnership on other matters; (b)each (b) the price of the Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, and the Operating Partnership Company is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c)each of the Company and the Operating Partnership (c) it has been advised that the Agent Underwriters and its their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or and the Operating Partnership and that the Agent no Underwriter has no an obligation to disclose such interests and transactions to the Company or and the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and (d)each of the Company and the Operating Partnership (d) it waives, to the fullest extent permitted by law, any claims it they may have against the Agent, Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Agent shall have no liability (whether direct or indirect) to the Company or the Operating Partnership in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Operating Partnership, including stockholders, partners, employees or creditors of the Company or the Operating Partnership. duty. View More
Found in Agree Realty Corp contract
Absence of Fiduciary Relationship. The Company and the Operating Partnership jointly and severally acknowledge and agree that: (a)The Agent has been retained (a) CF&Co is acting solely to act as an Agent agent in the capacity of an arm's length contractual counterparty to the Company in connection with the sale public offering of the Shares that 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 among b...etween the Company, the Operating Partnership or any of their respective affiliates, shareholders (or other equity holders), creditors or employees or any other party, on the one hand, and CF&Co, on the Agent other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent CF&Co has advised or is advising the Company or the Operating Partnership on other matters; (b)each matters, and CF&Co has no obligation to the Company or the Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; (b) each of the Company and the Operating Partnership is capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c)each (c) neither CF&Co nor any of its affiliates has 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) each of the Company and the Operating Partnership has been advised that the Agent CF&Co and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Operating Partnership and that the Agent CF&Co has no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and (d)each (e) each of the Company and the Operating Partnership waives, to the fullest extent permitted by law, any claims it may have against the Agent, CF&Co or its affiliates, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Agent CF&Co and its affiliates shall have no liability (whether direct or indirect) to the Company or the Operating Partnership in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Operating Partnership, including stockholders, shareholders, partners, employees or creditors of the Company or the Operating Partnership. View More
Found in GLADSTONE COMMERCIAL CORP contract
Absence of Fiduciary Relationship. The (a) the Company is a sophisticated business enterprise that has retained the Underwriters for the limited purposes set forth in this Agreement, and the Underwriters', the Company's and the Operating Partnership jointly Partnership's respective rights and severally acknowledge and agree that: (a)The Agent has been retained solely to act as an Agent obligations are contractual in the capacity of an arm's length contractual counterparty to the Company in connection with the sale of the Shares t...hat no fiduciary, advisory or agency relationship among the Company, the Operating Partnership and the Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company or the Operating Partnership on other matters; (b)each of nature; (b) the Company and the Operating Partnership is are each capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c)each of (c) the Company and the Operating Partnership has have been advised that the Agent Underwriters and its their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Operating Partnership and that the Agent has Underwriters have no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and (d)each of (d) the Company and the Operating Partnership each disclaims any intention to impose fiduciary obligations on the Underwriters by virtue of the engagement contemplated by this Agreement; (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and the Company and the Operating Partnership have each consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (f) the Underwriters are full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for their own accounts or the accounts of their customers and hold long or short positions in the Common Stock; and (g) the Company and the Operating Partnership each waives, to the fullest extent permitted by law, any claims it may have against the Agent, Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Agent Underwriters shall have no liability (whether direct or indirect) to the Company or the Operating Partnership in respect of to such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Operating Partnership, including stockholders, shareholders, partners, employees or creditors of the Company or the Operating Partnership. View More
Found in Summit Hotel Properties, Inc. contract