Counterparts Clause Example with 13 Variations from Business Contracts
This page contains Counterparts 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.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 24 15. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) No Other Relationship. The Representatives 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,... on the one hand, and the Representatives, 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 Representatives have advised or are advising the Company on other matters; (b) Arms' Length Negotiations. The price of the Offered Securities 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) Absence of Obligation to Disclose. The Company 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) Waiver. The Company 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 in connection with the transactions contemplated by this Agreement 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 "Counterparts" Clause from Business Contracts
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 24 15. Agreement.16. Absence of Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledges and agrees that: (a) that:(a) No Other Relationship. The Representatives have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the... Offered Securities and that no fiduciary, advisory or agency relationship between the Company, Company and the Selling Stockholders, on the one hand, and the Representatives, 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 Representatives have Underwriter has advised or are is advising the Company and 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 Selling Stockholders following discussions and arms-length negotiations with the Representatives, Underwriter and the Company is Selling Stockholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) Agreement;(c) Absence of Obligation to Disclose. The Company has and the Selling Stockholders have been advised that the Representatives Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Selling Stockholders and that the Representatives have Underwriter has no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (d) and(d) Waiver. The Company waives, and the Selling Stockholders waive, to the fullest extent permitted by law, any claims it they may have against the Representatives Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the transactions contemplated by this Agreement and agrees agree that the Representatives Underwriter shall have no liability (whether direct or indirect) to the Company 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, including stockholders, employees or creditors of the Company. 22 16. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Company and the Selling Stockholders hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and the Selling Stockholders irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of 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 waive and agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. View More
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 24 15. 21 14. Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) No Other Relationship. The Representatives have Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Offered Secu...rities and that no fiduciary, advisory or agency relationship between any of the Company, on the one hand, Selling Stockholders and the Representatives, on the other, Underwriter has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representatives have Underwriter has advised or are is advising the Company 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 the Selling Stockholders following discussions and arms-length negotiations with the Representatives, Underwriter and the Company is and the Selling Stockholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) Absence of Obligation to Disclose. The Company has and the Selling Stockholders have been advised that the Representatives Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Selling Stockholders and that the Representatives have Underwriter has no obligation to disclose such interests and transactions to the Company or any Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; and (d) Waiver. The Company waives, and the Selling Stockholders waive, to the fullest extent permitted by law, any claims it they may have against the Representatives Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the transactions contemplated by this Agreement and agrees that the Representatives Underwriter shall have no liability (whether direct or indirect) to the Company or any Selling Stockholder 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
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 24 15. -19- 13. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) No Other Relationship. The Representatives have the Purchaser has been retained solely to act as underwriters initial purchaser in connection with the sale initial purchase, offering and resale of the Offered Sec...urities and that no fiduciary, advisory or agency relationship between the Company, on Company or the one hand, Guarantors and the Representatives, on the other, Purchaser has been created in respect of any of the transactions contemplated by this Agreement or the Preliminary Offering Memorandum, General Disclosure Package or Final Prospectus, Offering Memorandum, irrespective of whether the Representatives have Purchaser has advised or are is advising the Company or any Guarantor on other matters; (b) Arms' Length Negotiations. The the purchase price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Purchaser 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) Absence of Obligation to Disclose. The the Company has and the Guarantors have been advised that the Representatives Purchaser and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Guarantors and that the Representatives have Purchaser has no obligation (except as required under federal securities laws) to disclose such interests and transactions to the Company or any Guarantor by virtue of any fiduciary, advisory or agency relationship; and (d) Waiver. The the Company waives, and the Guarantors waive, to the fullest extent permitted by law, any claims it they may have against the Representatives Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the transactions contemplated by this Agreement or the process leading thereto and agrees that the Representatives Purchaser shall have no liability (whether direct or indirect) to the Company or any 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 any Guarantor, including stockholders, employees or creditors of the Company. Company or any Guarantor. View More
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 24 15. 30 14. Absence of Fiduciary Relationship. The Each of the Company and each Selling Shareholder acknowledges and agrees that: (a) No Other Relationship. The Representatives Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fi...duciary, advisory or agency relationship between the Company, Company and the Selling Shareholders, on the one hand, and the Representatives, Underwriters, 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 Representatives Underwriters have advised or are advising the Company or the Selling Shareholders on other matters; (b) Arms' Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company Selling Shareholders following discussions and arms-length negotiations with the Representatives, Underwriters and the Company is Selling Shareholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) Absence of Obligation to Disclose. The Company has and the Selling Shareholders have been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Selling Shareholders and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company or the Selling Shareholders by virtue of any fiduciary, advisory or agency relationship; and (d) Waiver. The Company waives, and the Selling Shareholders waive, to the fullest extent permitted by law, any claims it they may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the transactions contemplated by this Agreement and agrees agree that the Representatives Underwriters 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, shareholders, employees or creditors of the Company. View More
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 24 15. 29 13. Absence of Fiduciary Relationship. The Each of the Company and each Selling Shareholder acknowledges and agrees that: (a) No Other Relationship. The Representatives Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fi...duciary, advisory or agency relationship between the Company, Company and the Selling Shareholders, on the one hand, and the Representatives, Underwriters, 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 Representatives Underwriters have advised or are advising the Company or the Selling Shareholders on other matters; (b) Arms' Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company Selling Shareholders following discussions and arms-length negotiations with the Representatives, Underwriters and the Company is Selling Shareholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) Absence of Obligation to Disclose. The Company has and the Selling Shareholders have been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Selling Shareholders and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company or the Selling Shareholders by virtue of any fiduciary, advisory or agency relationship; and (d) Waiver. The Company waives, and the Selling Shareholders waive, to the fullest extent permitted by law, any claims it they may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the transactions contemplated by this Agreement and agrees agree that the Representatives Underwriters 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, shareholders, employees or creditors of the Company. View More
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 24 15. Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) No Other Relationship. The Representatives Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fid...uciary, advisory or agency relationship between the Company, Company or the Selling Stockholders, on the one hand, and the Representatives, Underwriters, on the other, other hand, has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representatives have any Underwriter has advised or are is advising the Company 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 the Selling Stockholders following discussions and arms-length negotiations with the Representatives, Representatives and the Company is and the Selling Stockholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) Absence of Obligation to Disclose. The Company has and the Selling Stockholders have been advised that the Representatives Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Selling Stockholders and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (d) Waiver. The Company waives, and the Selling Stockholders waive, to the fullest extent permitted by law, any claims it they may have against the Representatives any Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the transactions contemplated by this Agreement and agrees agree that the Representatives no Underwriter shall have no any liability (whether direct or indirect) to the Company 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, including stockholders, employees or creditors of the Company. View More
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 24 22 15. Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) No Other Relationship. The Representatives have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, ad...visory or agency relationship between the Company, Company or the Selling Stockholders, on the one hand, and the Representatives, 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 Representatives have advised or are advising the Company 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 the Selling Stockholders following discussions and arms-length negotiations with the Representatives, Representatives and the Company is and the Selling Stockholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) Absence of Obligation to Disclose. The Company has and the Selling Stockholders 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 Selling Stockholders and that the Representatives have no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (d) Waiver. The Company waives, and the Selling Stockholders 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 in connection with the transactions contemplated by this Agreement and agrees agree that the Representatives shall have no liability (whether direct or indirect) to the Company 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 or any of the Selling Stockholders, including stockholders, employees or creditors of the Company. View More
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 24 15. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission (i.e., a "pdf" or "tif") shall be effective as delivery of a manually executed counterpart thereof. -20- 13. Absence of Fiduciary Relationship. The Company acknowledges a...nd agrees the Guarantor acknowledge and agree that: (a) No Other Relationship. The Representatives the Underwriters have been retained solely to act as underwriters in connection with the sale underwriting, offering and resale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company, Company and the Guarantor on the one hand, hand and the Representatives, Representatives on the other, other has been created in respect of any of the transactions contemplated by this Agreement or the Final Preliminary Prospectus or the Prospectus, irrespective of whether the Representatives have advised or are advising the Company or the Guarantor on other matters; (b) Arms' Length Negotiations. The the purchase price of the 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 and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) Absence of Obligation to Disclose. The the Company has 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) Waiver. The the Company waives, 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 in connection with the transactions contemplated by this Agreement 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
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 24 25 15. Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) No Other Relationship. The Representatives have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, ad...visory or agency relationship between the Company, Company or the Selling Stockholders, on the one hand, and the Representatives, 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 Representatives have advised or are advising the Company 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 Company and the Company Selling Stockholders following discussions and arms-length negotiations with the Representatives, Representatives and the Company is and the Selling Stockholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) Absence of Obligation to Disclose. The Company has and the Selling Stockholders have been advised that the Representatives and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Selling Stockholders and that the Representatives have no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (d) Waiver. The Company waives, and the Selling Stockholders 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 in connection with the transactions contemplated by this Agreement and agrees agree that the Representatives shall have no liability (whether direct or indirect) to the Company 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, including stockholders, employees or creditors of the Company. View More
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 24 15. Agreement.15. Absence of Fiduciary Relationship. The Company acknowledges and agrees the Manager acknowledge and agree that: (a) No Other Relationship. The Representatives have been retained solely to act as underwriters underwriter in connection with the sale of the Offered Securities and that no fid...uciary, advisory or agency relationship between the Company, Company or the Manager, on the one hand, and the Representatives, 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 Representatives have advised or are advising the Company or the Manager on other matters; (b) matters;(b) Arms' Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is and the Manager are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) Agreement;(c) Absence of Obligation to Disclose. The Company has and the Manager 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 Manager and that the Representatives have no obligation to disclose such interests and transactions to the Company or the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) and(d) Waiver. The Company waives, and the Manager 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 in connection with the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company or the Manager 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 Manager, including stockholders, shareholders, employees or creditors of the Company. Company or the Manager.16. Tax Disclosure. Notwithstanding any other provision of this Agreement, from the commencement of discussions with respect to the transactions contemplated hereby, the Company (and each employee, representative or other agent of the Company) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure (as such terms are used in Sections 6011, 6111 and 6112 of the Code and the Treasury regulations thereunder) of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided relating to such tax treatment and tax structure.17. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of 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 any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates), and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. View More
