Absence of Fiduciary Relationship Contract Clauses (2,373)
Grouped Into 19 Collections of Similar Clauses From Business Contracts
This page contains Absence of Fiduciary Relationship clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will ...be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this 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) MLV has not 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) it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV 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 MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV's obligations under this Agreement and to keep information provided by the Company to MLV and MLV's counsel confidential to the extent not otherwise publicly-available.View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) a. MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement 35 and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or... will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; (b) 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. MLV has not 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) d. it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; provided that MLV hereby agrees not to engage in any such transaction which would cause its interests to be in conflict with the best interests of the Company, would cause a breach or impairment of any of its covenants or obligations herein, or would be prohibited under Regulation M or any anti-manipulation of other comparable rules of the Securities Act; and (e) e. it waives, to the fullest extent permitted by law, any claims it may have against MLV 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 MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV's obligations under this Agreement and to keep information provided by the Company to MLV and MLV's counsel confidential to the extent not otherwise publicly-available. publicly-available as further set forth in the Confidentiality Agreement. View More
Absence of Fiduciary Relationship. Each of the Company and TMM Holdings acknowledges and agrees that: (a) No Other Relationship. The Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company and TMM Holdings, on the one hand, and any Underwriter, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Un...derwriter has advised or is advising the Company or TMM Holdings on other matters; (b) Arms-Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company and TMM Holdings following discussions and arms-length negotiations with the Underwriters and the Company and TMM Holdings are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement. Each of the Company and TMM Holdings acknowledge that no Underwriter is a financial advisor or fiduciary to, or an agent of, the Company, TMM Holdings or any other person. Additionally, no Underwriter is advising the Company, TMM Holdings or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction; (c) Absence of Obligation to Disclose. Each of the Company and TMM Holdings has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and TMM Holdings and that the Underwriters have no obligation to disclose such interests and transactions to the Company or TMM Holdings by virtue of any fiduciary, advisory or agency relationship; and 20 (d) Waiver. Each of the Company and TMM Holdings waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or TMM Holdings 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 or TMM Holdings, including stockholders, employees or creditors of the Company or TMM Holdings.View More
Absence of Fiduciary Relationship. Each of the Company and Company, TMM Holdings and the Selling Stockholders acknowledges and agrees that: (a) No Other Relationship. The Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company and Company, TMM Holdings, Holdings or the Selling Stockholders, on the one hand, and any Underwriter, on the other, has been created in respect of any of the transactions c...ontemplated by this Agreement or the Final Prospectus, irrespective of whether the Underwriter has advised or is advising the Company or Company, TMM Holdings or the Selling Stockholders on other matters; (b) Arms-Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company and Company, TMM Holdings and the Selling Stockholders following discussions and arms-length negotiations with the Underwriters and the Company and Company, TMM Holdings and the Selling Stockholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement. Each of the Company and Company, TMM Holdings and the Selling Stockholders acknowledge that no Underwriter is a financial advisor or fiduciary to, or an agent of, the Company, TMM Holdings Holdings, any Selling Stockholder or any other person. Additionally, no Underwriter is advising the Company, TMM Holdings Holdings, any Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction; (c) Absence of Obligation to Disclose. Each of the Company and Company, TMM Holdings and the Selling Stockholders has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Company, TMM Holdings and the Selling Stockholders and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Company, TMM Holdings or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and 20 (d) Waiver. Each of the Company and Company, TMM Holdings and the Selling Stockholders waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Company, TMM Holdings or the Selling Stockholders 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, TMM Holdings or TMM Holdings, the Selling Stockholders, including stockholders, employees or creditors of the Company Company, TMM Holdings or TMM Holdings. the Selling Stockholders. 23 16. 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. View More
Absence of Fiduciary Relationship. Each of the Company and Operating Partnership acknowledges and agrees that: (a) the purchase and sale of the Shares pursuant to this Agreement are an arm's-length commercial transaction among the Company, the Underwriters, the Forward Sellers, the Forward Counterparties and any affiliate or affiliates through which the Underwriters, the Forward Sellers or the Forward Counterparties may be acting; (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company; and (c...) the engagement by the Company of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any Underwriter, the Forward Sellers or the Forward Counterparties have advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters, the Forward Sellers or the Forward Counterparties have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. 31 15. Notices. All communications hereunder will be in writing and effective only on receipt, and, (i) if sent to the Underwriters, will be mailed, delivered or telefaxed to Wells Fargo Securities, LLC, 500 West 33rd Street, 14th Floor, New York, New York 10001, Attention: Equity Syndicate Department, facsimile: (212) 214-5918; BofA Securities, Inc., One Bryant Park, New York, NY 10036, Facsimile: (646) 855 3073, Attention: Syndicate Department (email:dg.ecm_execution_services@bofa.com) with a copy to: ECM Legal (email: dg.ecm_legal@bofa.com); Morgan Stanley & Co. LLC, Attn: Prospectus Delivery Department, 180 Varick Street, 2nd Floor, New York, New York 10014; (ii) if to the Forward Sellers or Forward Counterparties, will be mailed, delivered, telefaxed or sent by electronic transmission to Wells Fargo Bank, National Association, 500 West 33rd Street, 14th Floor, New York, New York 10001, Attention: Equity Syndicate Department, facsimile: (212) 214-5918, Email: corporatederivativenotifications@wellsfargo.com; Bank of America, N.A., BofA Securities, Inc., One Bryant Park, New York, NY 10036, Facsimile: (646) 855 3073, Email: rohan.handa@bofa.com; Morgan Stanley & Co. LLC, Attn: Prospectus Delivery Department, 180 Varick Street, 2nd Floor, New York, New York 10014; or, if sent to the Company, will be mailed, delivered, telefaxed or sent by electronic transmission to the office of the Company at 70 E. Long Lake Road, Bloomfield Hills, Michigan 48304 (facsimile: 248-737-9110), Attention: Peter Coughenour, Email: peter@agreerealty.com.View More
Absence of Fiduciary Relationship. Each of the Company and Operating Partnership acknowledges and agrees that: (a) the purchase and sale of the Shares pursuant to this Agreement are an arm's-length commercial transaction among the Company, the Underwriters, the Forward Sellers, the Forward Counterparties and any affiliate or affiliates through which the Underwriters, the Forward Sellers or the Forward Counterparties may be acting; (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company; and (c...) the engagement by the Company of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any Underwriter, the Forward Sellers or the Forward Counterparties have advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters, the Forward Sellers or the Forward Counterparties have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. 31 35 15. Notices. All communications hereunder will be in writing and effective only on receipt, and, (i) if sent to the Underwriters, will be mailed, delivered or telefaxed to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013 (facsimile 646-291-1469) Attention: General Counsel; Wells Fargo Securities, LLC, 500 West 33rd Street, 14th Floor, New York, New York 10001, Attention: Equity Syndicate Department, facsimile: (212) 214-5918; BofA Securities, Inc., One Bryant Park, New York, NY 10036, Facsimile: (646) 855 3073, Attention: Syndicate Department (email:dg.ecm_execution_services@bofa.com) with a copy to: ECM Legal (email: dg.ecm_legal@bofa.com); Morgan Stanley & Co. LLC, Attn: Prospectus Delivery Department, 180 Varick Street, 2nd Floor, New York, New York 10014; (ii) if to the Forward Sellers or Forward Counterparties, will be mailed, delivered, telefaxed or sent by electronic transmission to Attention: Citibank, N.A., 390 Greenwich Street, New York, New York 10013, Attention: General Counsel (fax: 646-291-1469) (email: eq.us.ses.notifications@citi.com); Wells Fargo Bank, National Association, 500 West 33rd Street, 14th Floor, New York, New York 10001, Attention: Equity Syndicate Department, facsimile: (212) 214-5918, Email: corporatederivativenotifications@wellsfargo.com; Bank of America, N.A., BofA Securities, Inc., One Bryant Park, New York, NY 10036, Facsimile: (646) 855 3073, Email: rohan.handa@bofa.com; Morgan Stanley & Co. LLC, Attn: Prospectus Delivery Department, 180 Varick Street, 2nd Floor, New York, New York 10014; or, if sent to the Company, will be mailed, delivered, telefaxed or sent by electronic transmission to the office of the Company at 70 E. Long Lake Road, Bloomfield Hills, Michigan 48304 (facsimile: 248-737-9110), Attention: Peter Coughenour, Email: peter@agreerealty.com. View More
Absence of Fiduciary Relationship. The Partnership acknowledges and agrees that: a. BRFBR is acting solely as agent in connection with the public offering of the Placement Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Partnership or any of its affiliates, unitholders (or other equity holders), creditors or employees or any other party, on the one hand, and BRFBR, on the other hand, has been or wi...ll be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not BRFBR has advised or is advising the Partnership on other matters, and BRFBR has no obligation to the Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this 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. BRFBR has not 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. it is aware that BRFBR and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Partnership and BRFBR has no obligation to disclose such interests and transactions to the Partnership by virtue of any fiduciary, advisory or agency relationship or otherwise; and 30 e. it waives, to the fullest extent permitted by law, any claims it may have against BRFBR 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 BRFBR shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Partnership, employees or creditors of Partnership, other than in respect of BRFBR's obligations under this Agreement and to keep information provided by the Partnership to BRFBR and BRFBR's counsel confidential to the extent not otherwise publicly-available.View More
Absence of Fiduciary Relationship. The Partnership Company acknowledges and agrees that: a. (a) BRFBR is acting has been retained solely to act as agent an arm's length contractual counterparty to the Company in connection with the public offering sale of the Placement Securities Shares contemplated hereby and in connection with each transaction contemplated by this any Terms Agreement and the process leading to such transactions, and that no fiduciary fiduciary, advisory or advisory agency relationship between the Partnership or... any of its affiliates, unitholders (or other equity holders), creditors or employees or any other party, on the one hand, Company and BRFBR, on the other hand, BRFBR has been or will be created in respect of any of the transactions contemplated by this Agreement or any Terms Agreement, irrespective of whether or not BRFBR has advised or is advising the Partnership Company on other matters, and BRFBR has no obligation to matters; (b) the Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement or any Terms Agreement; c. BRFBR (c) the Company has not 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. it is aware been advised that BRFBR and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Partnership Company and that BRFBR has no obligation to disclose such interests and transactions to the Partnership Company by virtue of any fiduciary, advisory or agency relationship or otherwise; relationship; and 30 e. it (d) the Company waives, to the fullest extent permitted by law, any claims it may have against BRFBR BRFBR, 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 BRFBR shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) indirect) to it the Company 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 Partnership, Company, including members, partners, employees or creditors of Partnership, other than in respect of BRFBR's obligations under this Agreement and to keep information provided by the Partnership to BRFBR and BRFBR's counsel confidential to the extent not otherwise publicly-available. Company. View More
Absence of Fiduciary Relationship. The parties acknowledge and agree that: (a) your responsibility to the Company is solely contractual in nature; and (b) you do not owe the Company, any of its affiliates or any other person or entity any fiduciary (or other similar) duty as a result of this Agreement or any of the transactions contemplated hereby.
Absence of Fiduciary Relationship. The parties acknowledge and agree that: (a) your responsibility to the Company is solely contractual in nature; and (b) you do not owe the Company, any of its affiliates or any other person or entity any fiduciary (or other similar) duty as a result of this Agreement or any of the transactions contemplated hereby. hereby other than in connection with Regulation Best Interest set forth in Section 5(l).
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) Craig-Hallum is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and Craig-Hallum, on the other hand,... has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not Craig-Hallum has advised or is advising the Company on other matters, and Craig-Hallum has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this 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) Craig-Hallum has not 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) it is aware that Craig-Hallum and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Craig-Hallum has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and (e) it waives, to the fullest extent permitted by law, any claims it may have against Craig-Hallum 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 Craig-Hallum shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of Craig-Hallum's obligations under this Agreement and to keep information provided by the Company to Craig-Hallum and Craig-Hallum's counsel confidential to the extent not otherwise publicly-available.View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) Craig-Hallum is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and Craig-Hallum, on the other hand,... has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not Craig-Hallum has advised or is advising the Company on other matters, and Craig-Hallum has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this 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) Craig-Hallum has not 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) it is aware that Craig-Hallum and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Craig-Hallum has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and (e) it waives, to the fullest extent permitted by law, any claims it may have against Craig-Hallum 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 Craig-Hallum shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of Craig-Hallum's obligations under this Agreement and to keep information provided by the Company to Craig-Hallum and Craig-Hallum's counsel confidential to the extent not otherwise publicly-available. 42 25. Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with Craig-Hallum prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 7(c) of this Agreement in the Company's quarterly reports on Form 10-Q or annual reports on Form 10-K. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a) Raymond James has been retained solely to act as agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and Raymond James has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether Raymond James has advised or is advising the Company on other matters; b) Company is capable of evaluating and understanding and understands and accepts t...he terms, risks and conditions of the transactions contemplated by this Agreement; c) the Company has been advised that Raymond James and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that Raymond James has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and d) the Company waives, to the fullest extent permitted by law, any claims it may have against Raymond James, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that Raymond James shall have no liability (whether direct or indirect) to the Company 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, including stockholders, partners, employees or creditors of the Company.View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a) Raymond James has been retained solely to act as agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and Raymond James has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether Raymond James has advised or is advising the Company on other matters; b) Company is capable of evaluating and understanding and understands and accepts t...he terms, risks and conditions of the transactions contemplated by this Agreement; c) the Company has been advised that Raymond James and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that Raymond James has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and d) the Company waives, to the fullest extent permitted by law, any claims it may have against Raymond James, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that Raymond James shall have no liability (whether direct or indirect) to the Company 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, including stockholders, partners, employees or creditors of the Company. 24 21. 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 or electronic transmission. View More
Absence of Fiduciary Relationship. The Company and the Operating Partnership jointly and severally acknowledge and agree that: (a) Each of the Agents, the Forward Purchasers and the Forward Sellers have been retained solely to act as an Agent, Forward Purchaser and Forward Seller, as the case may be, in the capacity of an arm's length contractual counterparty to the Company in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship among the Company or the Operating Partnership and the Agents..., the Forward Purchasers or the Forward Sellers has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agents, the Forward Purchasers or the Forward Sellers have advised or are 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 each Agent, Forward Purchaser, Forward Seller 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 Operating Partnership and that the Agents, the Forward Purchasers and the Forward Sellers 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 the Company and the Operating Partnership waives, to the fullest extent permitted by law, any claims it may have against any Agent, Forward Purchaser or Forward Seller, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that such Agent, Forward Purchaser or Forward Seller 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
Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership jointly and severally acknowledge and agree that: (a) Each each Agent, Forward Purchaser and Forward Seller is acting solely as agent and/or as principal in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and any Forward Contract and the process leading to such transactions, and no fiduciary or advisory relationship between the Company, the Operating Partnershi...p or any of their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Agents, the Forward Purchasers and the Forward Sellers have been retained solely to act as an Agent, Forward Purchaser and Forward Seller, as on the case may be, in the capacity of an arm's length contractual counterparty to the Company in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship among the Company or the Operating Partnership and the Agents, the Forward Purchasers or the Forward Sellers other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, Agreement and any Forward Contract, irrespective of whether or not the Agents, the Forward Purchasers or the Forward Sellers have advised or are advising the Company on other matters, and the Agents, the Forward Purchasers and the Forward Sellers have no obligation to the Company or the Operating Partnership on other matters; with respect to the transactions contemplated by this Agreement and any Forward Contract except the obligations expressly set forth in this Agreement and any Forward Contract; (b) each the public offering price of the Company and Placement Shares sold pursuant to this Agreement was not established by the Operating Partnership Agents, the Forward Purchasers or the Forward Sellers; (c) it is capable of evaluating and understanding understanding, and understand understands and accept accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) each of Agreement and any Forward Contract; (d) the Company Agents, the Forward Purchasers and the Operating Partnership has been advised Forward Sellers have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement or any Forward Contract and they have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate; (e) it is aware that each Agent, the Agents, the Forward Purchaser, Purchasers and the Forward Seller Sellers 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 Operating Partnership Company, and that the Agents, the Forward Purchasers and the Forward Sellers 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; relationship or otherwise; and (d) each of the Company and the Operating Partnership 32 (f) it waives, to the fullest extent permitted by law, any claims it may have against any Agent, the Agents, the Forward Purchaser Purchasers or the Forward Seller, Sellers for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and any Forward Contract and agrees that such Agent, the Agents, the Forward Purchaser or Purchasers and the Forward Seller Sellers shall not have no any liability (whether direct or indirect) indirect, in contract, tort or otherwise) to the Company or the Operating Partnership 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 or the Operating Partnership, including stockholders, partners, employees or creditors of the Company or the Operating Partnership. Partnership, other than in respect of each Agent's, Forward Purchaser's and Forward Seller's obligations under this Agreement and any Forward Contract and to keep information provided by the Company and the Operating Partnership to the Agents, the Forward Purchasers and the Forward Sellers and theirs respective counsel confidential to the extent not otherwise publicly-available. View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) Ladenburg has been retained solely to act as sales agent in connection with the sale of the Common Stock and that no fiduciary, advisory or agency relationship between the Company and Ladenburg has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether Ladenburg has advised or is advising the Company on other matters; (b) the Company is capable of evaluating and understanding and understands and acc...epts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) the Company has been advised that Ladenburg and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that Ladenburg has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) the Company waives, to the fullest extent permitted by law, any claims it may have against Ladenburg, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that Ladenburg shall have no liability (whether direct or indirect) to the Company 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, including stockholders, partners, employees or creditors of the Company.View More
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) a. Ladenburg has been retained is acting solely to act as sales agent representative of the Agents in connection with the sale public offering of the Common Stock Placement Notes and that 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 Company or any of its respective affiliates, stockholders (or other equity hol...ders), creditors or employees or any other party, on the one hand, and Ladenburg Ladenburg, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not Ladenburg has advised or is advising the Company on other matters; (b) matters, and Ladenburg has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; 32 b. it 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) c. Ladenburg has not provided any legal, accounting, regulatory or tax advice with respect to the Company 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 Ladenburg and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that Ladenburg 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) the Company e. it waives, to the fullest extent permitted by law, any claims it may have against Ladenburg, Ladenburg for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Notes under this Agreement and agrees that Ladenburg 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, partners, employees or creditors of Company, other than in respect of Ladenburg's obligations under this Agreement and to keep information provided by the Company. Company to Ladenburg and its counsel confidential to the extent not otherwise publicly-available. View More
