No Fiduciary Duty Clause Example with 9 Variations from Business Contracts
This page contains No Fiduciary Duty 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.
No Fiduciary Duty. The Company hereby acknowledges that (a) the offering of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters, Forward Purchasers and Forward Sellers and any affiliate through which any Underwriter, Forward Purchaser or Forward Seller may be acting, on the other, (b) the Underwriters, Forward Purchasers and Forward Sellers are acting as principal and not as an agent, financial advisor or fiduciary of the Compan...y or any other person and (c) the Company's engagement of the Underwriters, the Forward Purchasers and the Forward Sellers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. None of the Underwriter, the Forward Sellers or the Forward Purchasers is advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters, the Forward Purchasers or the Forward Sellers has 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 Purchasers or the Forward Sellers 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.View More
Variations of a "No Fiduciary Duty" Clause from Business Contracts
No Fiduciary Duty. The Each of the Company hereby and the Operating Partnership acknowledges that and agrees that: (a) the offering Agent, Forward Purchaser and Forward Seller have been acting solely as sales agent or principal in connection with the sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction Stock and that no fiduciary, advisory or agency relationship between the Company, the Operating Partnership, on the one hand, and the Underwriters, Agent, Forward Purchasers Purcha...ser and Forward Sellers and any affiliate through which any Underwriter, Forward Purchaser or Forward Seller may be acting, on the other, (b) has been created in respect of any of the Underwriters, transactions contemplated by this Agreement, irrespective of whether the Agent, Forward Purchasers Purchaser and Forward Sellers are acting as principal and not as an agent, financial advisor Seller have advised or fiduciary of the Company or any other person and (c) the Company's engagement of the Underwriters, the Forward Purchasers and the Forward Sellers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. None of the Underwriter, the Forward Sellers or the Forward Purchasers is advising the Company or the Operating Partnership on other matters; (b) the terms of the offering of the Stock set forth in this Agreement was established by the Company and the Operating Partnership following discussions and arms-length negotiations with the Agent, Forward Purchaser and Forward Seller, and 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) it has been advised that the Agent, Forward Purchaser and Forward Seller and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company or the Operating Partnership and that the Agent, Forward Purchaser and Forward Seller have no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any other person as fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Agent, Forward Purchaser and Forward Seller for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that Agent, Forward Purchaser and Forward Seller shall have no liability (whether direct or indirect) to the Company or the Operating Partnership in respect of such a fiduciary duty claim or to any legal, tax, accounting person asserting a fiduciary duty claim on behalf of or regulatory matters in any jurisdiction. Furthermore, right of the Company agrees that it is solely responsible for making its own judgments in connection with or the offering (irrespective of whether any Operating Partnership, including shareholders, partners, employees or creditors of the Underwriters, the Forward Purchasers Company or the Forward Sellers has 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 Purchasers or the Forward Sellers 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. Operating Partnership. View More
No Fiduciary Duty. The Company hereby acknowledges that (a) the offering purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters, each Manager, each Forward Purchasers Seller and each Forward Sellers Purchaser and any affiliate through which any Underwriter, Forward Purchaser or Forward Seller they may be acting, on the other, (b) each Manager, each Forward Seller and each Forward Purchaser is acting solely as a... sales agent and/or principal in connection with each transaction contemplated by this Agreement and any Forward Contract and the Underwriters, Forward Purchasers and Forward Sellers are acting as principal process leading to such transactions and not as an agent, financial advisor or a fiduciary of the Company or any other person and (c) the Company's engagement of the Underwriters, the each Manager, each Forward Purchasers Seller and the each Forward Sellers Purchaser in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. None of the Underwriter, the Forward Sellers or the Forward Purchasers is advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters, the Manager, Forward Purchasers Seller or the Forward Sellers Purchaser has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters, the any Manager, Forward Purchasers Seller or the Forward Sellers have Purchaser has 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. View More
No Fiduciary Duty. The Company Each of the Company, the Operating Partnership, the Forward Purchasers and the Forward Sellers hereby acknowledges and agrees that (a) the offering purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters, the Forward Purchasers and Purchasers, the Forward Sellers and any affiliate thereof through which any Underwriter, Forward Purchaser or Forward Seller it may be acting, on the ot...her, (b) each of the Underwriters, the Forward Purchasers and the Forward Sellers are is acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person the Operating Partnership and (c) the Company's engagement of the Underwriters, the Forward Purchasers and the Forward Sellers by the Company and the Operating Partnership in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. None Furthermore, each of the Underwriter, Company and the Forward Sellers or the Forward Purchasers is advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction. Furthermore, the Company Operating Partnership agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters, the Forward Purchasers or the Forward Sellers has advised or is currently advising the Company or the Operating Partnership on related or other matters). The Each of the Company and the Operating Partnership agrees that it will not claim that any of the Underwriters, the Forward Purchasers or the Forward Sellers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company or the Operating Partnership, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company Each of the Company, the Operating Partnership, the Forward Purchasers and the Forward Sellers hereby acknowledges and agrees that (a) the offering purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters, the Forward Purchasers and Purchasers, the Forward Sellers and any affiliate thereof through which any Underwriter, Forward Purchaser or Forward Seller it may be acting, on the ot...her, (b) each of the Underwriters, the Forward Purchasers and the Forward Sellers are is acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person the Operating Partnership and (c) the Company's engagement of the Underwriters, the Forward Purchasers and the Forward Sellers by the Company and the Operating Partnership in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. None Furthermore, each of the Underwriter, Company and the Forward Sellers or the Forward Purchasers is advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction. Furthermore, the Company Operating Partnership agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters, the Forward Purchasers or the Forward Sellers has advised or is currently advising the Company or the Operating Partnership on related or other matters). The Each of the Company and the Operating Partnership agrees that it will not claim that any of the Underwriters, the Forward Purchasers or the Forward Sellers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company or the Operating Partnership, in connection with such transaction or the process leading thereto. 40 17. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral), other than the Forward Sale Agreements, between the Company and the Operating Partnership, on the one hand, and the Underwriters, the Forward Purchasers and the Forward Sellers on the other, or any of them, with respect to the subject matter hereof. View More
No Fiduciary Duty. The Company hereby acknowledges that (a) the offering purchase and sale of the Shares pursuant to this Agreement is are an arm's-length commercial transaction between among the Company, on the one hand, and the Underwriters, the Forward Purchasers and Seller, the Forward Sellers Counterparty and any affiliate or affiliates through which any Underwriter, Forward Purchaser or the Underwriters, the Forward Seller and the Forward Counterparty may be acting, on the other, (b) the Underwriters, Forwar...d Purchasers and Forward Sellers Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person and (c) the Company's engagement by the Company of the Underwriters, the Forward Purchasers and the Forward Sellers Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. None of the Underwriter, the Forward Sellers or the Forward Purchasers is advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters, Underwriter, the Forward Purchasers Seller or the Forward Sellers Counterparty has 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 Purchasers Seller or the Forward Sellers Counterparty 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. View More
No Fiduciary Duty. The Each of the Company and the Operating Partnership hereby acknowledges and agrees that (a) the offering purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters, Agent, the Forward Purchasers Seller and the Forward Sellers and Purchaser (and any affiliate through which any Underwriter, the Agent, the Forward Seller or the Forward Purchaser or Forward Seller may be acting, acting), on the oth...er, (b) the Underwriters, Agent, the Forward Purchasers Seller and the Forward Sellers Purchaser are acting solely as agent and/or as principal in connection with the public offering of the Shares and not as an agent, financial advisor in connection with each transaction contemplated by this Agreement, any Terms Agreement and the Master Forward Confirmation and the process leading to such transactions, and no fiduciary or fiduciary of 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 the Agent, the Forward Seller and the Forward Purchaser, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, any Terms Agreement and the Master Forward Confirmation, irrespective of whether or not the Agent, the Forward Seller or the Forward Purchaser has advised or is advising the Company on other matters, and none of the Agent, the Forward Seller or the Forward Purchaser has any obligation to the Company with respect to the transactions contemplated by this Agreement, any Terms Agreement or the Master Forward Confirmation except the obligations expressly set forth herein and therein, (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement, any Terms Agreement and the Master Forward Confirmation, (d) none of the Agent, the Forward Seller or the Forward Purchaser has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement, any Terms Agreement or the Master Forward Confirmation and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (e) it is aware that the Agent, the Forward Seller and the Forward Purchaser 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 Agent, the Forward Seller and the Forward Purchaser have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise, (f) the Sales Price of the Shares sold pursuant to this Agreement, any Terms Agreement or any Forward Contract will not be established by the Agent, the Forward Seller or the Forward Purchaser, (g) it waives, to the fullest extent permitted by law, any claims it may have against the Agent, the Forward Seller and the Forward Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Shares under this Agreement, any Terms Agreement and the Master Forward Confirmation and agrees that none of the Agent, the Forward Seller or the Forward Purchaser shall 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 and (c) (h) the Company's engagement of the Underwriters, the Forward Purchasers Agent and the Forward Sellers Seller in connection with the offering and the process leading up to the offering is as independent contractors and not in any other 43 capacity. None Furthermore, each of the Underwriter, Company and the Forward Sellers or the Forward Purchasers is advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction. Furthermore, the Company Operating Partnership agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters, Agent, the Forward Purchasers Seller or the Forward Sellers has Purchaser have advised or is are currently advising the Company or the Operating Partnership on related or other matters). The Each of the Company and the Operating Partnership agrees that it will not claim that any of the Underwriters, Agent, the Forward Purchasers Seller or the Forward Sellers have Purchaser has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company or the Operating Partnership, as applicable, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Each of the Company and the Operating Partnership hereby acknowledges and agrees that (a) the offering purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters, each Agent, Forward Purchasers Seller and Forward Sellers and Purchaser (and any affiliate through which any Underwriter, each Agent, 48 Forward Seller or Forward Purchaser or Forward Seller may be acting, acting), on the other, (b)...the Underwriters, each Agent, Forward Purchasers Seller and Forward Sellers are Purchaser is acting solely as agent and/or as principal in connection with the public offering of the Shares and not as an agent, financial advisor in connection with each transaction contemplated by this Agreement, any Terms Agreement and any Master Forward Confirmation and the process leading to such transactions, and no fiduciary or fiduciary of 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 the Agents, the Forward Sellers and the Forward Purchasers, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, any Terms Agreement and any Master Forward Confirmation, irrespective of whether or not an Agent, a Forward Seller or a Forward Purchaser has advised or is advising the Company on other matters, and no Agent, Forward Seller or Forward Purchaser has any obligation to the Company with respect to the transactions contemplated by this Agreement, any Terms Agreement or any Master Forward Confirmation except the obligations expressly set forth herein and therein, (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement, any Terms Agreement and any Master Forward Confirmation, (d) no Agent, Forward Seller or Forward Purchaser has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement, any Terms Agreement or any Master Forward Confirmation and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (e) it is aware that the Agents, the Forward Sellers and the Forward Purchasers 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 Agents, the Forward Sellers and the Forward Purchasers have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise, (f) the Sales Price of the Shares sold pursuant to this Agreement, any Terms Agreement or any Forward Contract will not be established by the Agents, the Forward Sellers or the Forward Purchasers, (g) it waives, to the fullest extent permitted by law, any claims it may have against each Agent, Forward Seller and Forward Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Shares under this Agreement, any Terms Agreement and any Master Forward Confirmation and agrees that no Agent, Forward Seller or Forward Purchaser shall 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 and (c) (h) the Company's engagement of the Underwriters, the Forward Purchasers Agents and the Forward Sellers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. None Furthermore, each of the Underwriter, Company and the Forward Sellers or the Forward Purchasers is advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction. Furthermore, the Company Operating Partnership agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters, Agents, the Forward Sellers or the Forward Purchasers or the Forward Sellers has have advised or is are currently advising the Company or the Operating Partnership on related or other matters). The Each of the Company and the Operating Partnership agrees that it will not claim that any of the Underwriters, Agents, the Forward Sellers or the Forward Purchasers or the Forward Sellers have has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company or the Operating Partnership, as applicable, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) (i) the offering purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, Forward Purchasers and Forward Sellers and any affiliate through which any Underwriter, the Forward Purchaser or the Forward Seller may be acting, on the other, (b) (ii) in connection therewith and with the Underwriters, process leading to such transaction each ...Underwriter, the Forward Purchasers Purchaser and the Forward Sellers are Seller is acting solely as a principal and not as an agent, financial advisor the agent or fiduciary of the Company Company, (iii) no Underwriter, the Forward Purchaser or any other person and (c) the Company's engagement Forward Seller has assumed an advisory or fiduciary responsibility in favor of the Underwriters, the Forward Purchasers and the Forward Sellers in connection Company with respect to the offering and contemplated hereby or the process leading up to the offering is as independent contractors and not in any other capacity. None thereto (irrespective of the whether such Underwriter, the Forward Sellers Purchaser or the Forward Purchasers is advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters, the Forward Purchasers or the Forward Sellers Seller has advised or is currently advising the Company on related other matters) or any other matters). obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, the Forward Purchasers Purchaser or the Forward Sellers have Seller, or any of them, has rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company hereby acknowledges that (a) the offering purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters, Forward Purchasers and Purchasers, Forward Sellers and any affiliate thereof through which any Underwriter, Forward Purchaser or Forward Seller it may be acting, on the other, (b) the Underwriters, Forward Purchasers and Purchasers, Forward Sellers are acting as principal principals a...nd not as an agent, financial advisor agents or fiduciary fiduciaries of the Company or any other person and (c) the Company's engagement of the Underwriters, the Forward Purchasers and the Purchasers, Forward Sellers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. None of the Underwriter, the Forward Sellers or the Forward Purchasers is advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters, the Forward Purchasers or the Forward Sellers has 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 Purchasers or the Forward Sellers 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. View More
