No Fiduciary Duty Clause Example with 734 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 purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company's engagement 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 of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters 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 Company hereby acknowledges Partnership Entities acknowledge and agree that (a) the purchase and in connection with this offering, sale of the Securities pursuant Units or any other services the Underwriters may be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the Company, parties or any oral representations or assurances previously or subsequently made by the Underwriter...s: (a) no fiduciary or agency relationship between the Partnership Entities and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, exists; (b) the Underwriters are not acting as principal and not as an agent advisors, expert or fiduciary otherwise, to any of the Company and (c) Partnership Entities, including, without limitation, with respect to the Company's engagement determination of the public 29 offering price of the Units, and such relationship between the Partnership Entities, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Partnership Entities shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Partnership Entities. The Partnership Entities hereby waive any claims that any of the Partnership Entities may have against the Underwriters with respect to any breach of fiduciary duty 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 of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters 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. this offering. View More
No Fiduciary Duty. The Company hereby Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters, the Partnership acknowledges that (a) and agrees that: (i) nothing herein shall create a fiduciary or agency relationship between the purchase Partnership, on the one 38 hand, and the Underwriters, on the other; (ii) each Underwriter is not acting as an advisor, expert or otherwise, to the Partne...rship in connection with this offering, the sale of the Securities pursuant Units or any other services the Underwriters may be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Company, Partnership, on the one hand, and the Underwriters and any affiliate through which it may be acting, each Underwriter, on the other, (b) the Underwriters are acting as principal is entirely and not as an agent or fiduciary of the Company solely commercial, based on arms-length negotiations; (iv) any duties and (c) the Company's engagement 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 of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim obligations that the Underwriters may have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Partnership shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in connection this Agreement to the contrary, the Partnership acknowledges that the Underwriters may have financial interest in the success of the offering that are not limited to the difference between the price to the public and the purchase price paid to the Partnership by the Underwriters for the Units and the Underwriters have no obligation to disclose, or account to the Partnership for, any of such additional financial interests. The Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that the Partnership may have against each Underwriter with such transaction respect to any breach or alleged breach of fiduciary duty with respect to the process leading thereto. transactions contemplated by this Agreement. View More
No Fiduciary Duty. The Company Partnership Parties hereby acknowledges acknowledge that (a) the purchase and sale of the Securities Units pursuant to this Agreement is an arm's-length commercial transaction between the Company, Partnership Parties, on the one hand, and the Underwriters Managers and any affiliate affiliates through which it may be acting, on the other, (b) the Underwriters Managers are acting solely as principal sales agents and/or principals in connection with the purchase and sale of the Units an...d not as an agent or fiduciary fiduciaries of the Company Partnership Parties, and (c) the Company's Partnership's engagement of the Underwriters Managers 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 Partnership Parties agree that it is they are solely responsible for making its their own judgments in connection with the offering (irrespective of whether any of the Underwriters has Managers have advised or is currently advising the Company Partnership Parties on related or other matters). The Company agrees Partnership Parties agree that it they will not claim that the Underwriters Managers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Partnership Parties, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto. View More
No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction Notwithstanding any preexisting relationship, advisory or otherwise, between the Company, on parties or any oral representations or assurances previously or subsequently made by the one hand, Underwriters, the Issuer acknowledges and agrees that: (a) nothing herein shall create a fiduciary or agency relationship between the Issuer and the Underwrit...ers and any affiliate through which it may be acting, on the other, Underwriters; (b) the Underwriters are not acting as principal and not as an agent advisors, expert or fiduciary of otherwise, to the Company and (c) the Company's engagement of the Underwriters Issuer in connection with this offering, sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (c) the relationship between the Issuer and the process leading up to the offering Underwriters is as independent contractors entirely and not in solely commercial, based on arm's-length negotiations; (d) 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 of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim duties and obligations that the Underwriters may have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Issuer shall be limited to those duties and obligations specifically stated herein; and (e) the Underwriters may have financial interests in connection the success of the Offering that are not limited to the difference between the price to the public and the purchase price paid to the Issuer by the Underwriters for the shares and the Underwriters have no obligation to disclose, or account to the Issuer for, any of such additional financial interests. 30 The Issuer hereby waives and releases, to the fullest extent permitted by law, any claims that the Issuer may have against the Underwriters with such transaction respect to any breach or the process leading thereto. alleged breach of fiduciary duty. View More
No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company's engagement of the Underwriters Operating Partnership acknowledge that in connection with the offering of the Sha...res: (i) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company or the Operating Partnership or any other person, (ii) the Underwriters owe the Company and the process leading up Operating Partnership only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company and the Operating Partnership. The Company and the Operating Partnership waive to the offering is as independent contractors and not in full extent permitted by applicable law any other capacity. Furthermore, claims they may have against the Company agrees that it is solely responsible for making its own judgments Underwriters arising from an alleged breach of fiduciary duty in connection with the offering (irrespective of whether the Shares. 37 19. Research Analyst Independence. The Company and the Operating Partnership acknowledge that (a) the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (b) the Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Series A Preferred Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Operating Partnership hereby waive and release, to the fullest extent permitted by law, any claims that it may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters' independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company and the Operating Partnership by any Underwriter's investment banking division. The Company and the Operating Partnership acknowledge that each of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty a full-service securities firm and as such, from time to the Company, in connection with such transaction time, subject to applicable securities laws, may effect transactions for its own account or the process leading thereto. account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. View More
No Fiduciary Duty. The Company Each of the Partnership Parties and the Selling Unitholder hereby acknowledges acknowledge that (a) the purchase and sale of the Securities Units pursuant to this Agreement is an arm's-length commercial transaction between among the Company, on Partnership Parties, the one hand, Selling Unitholder and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company Partnership... Parties or the Selling Unitholder and (c) the Company's engagement 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, each of the Company agrees Partnership Parties and the Selling Unitholder agree that it is solely they are responsible for making its their own judgments in connection with the offering (irrespective of whether any of the Underwriters has have advised or is are currently advising the Company Partnership Parties or the Selling Unitholder on related or other matters). The Company agrees Each of the Partnership Parties and the Selling Unitholder agree that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to any of the Company, Partnership Parties in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company hereby acknowledges and the Guarantor acknowledge and agree that in connection with this offering, or any other services the Initial Purchasers may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Initial Purchasers: (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction...no fiduciary or agency relationship between the Company, the Guarantor and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Initial Purchasers, on the other, exists; (b) the Underwriters Initial Purchasers are not acting as principal advisors, expert or otherwise, to the Company or the Guarantor, including, without limitation, with respect to the determination of the purchase price of the Notes, and not as an agent or fiduciary such relationship between the Company and the Guarantor, on the one hand, and the Initial Purchasers, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Initial Purchasers may have to the Company and the Guarantor shall be limited to those duties and obligations specifically stated herein; (d) the Initial Purchasers and their respective affiliates may have interests that differ from those of the Company and (c) the Company's engagement Guarantor; and (e) the Company and the Guarantor have consulted their own legal and financial advisors to the extent they deemed appropriate. The Company and the Guarantor hereby waive any claims that the Company and the Guarantor may have against the Initial Purchasers with respect to any breach of the Underwriters fiduciary duty 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 of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters 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. Notes. View More
No Fiduciary Duty. The Company hereby Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriter, the Issuer acknowledges that and agrees that: (a) nothing herein shall create a fiduciary or agency relationship between the purchase Issuer and the Underwriter; 27 (b) the Underwriter is not acting as an advisor, expert or otherwise, to the Issuer in connection with this offering, sale of the Sec...urities pursuant Shares or any other services the Underwriter may be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (c) the relationship between the Company, on the one hand, Issuer and the Underwriters Underwriter is entirely and solely commercial, based on arms-length negotiations; (d) any affiliate through which it duties and obligations that the Underwriter may have to the Issuer shall be acting, on limited to those duties and obligations specifically stated herein; and (e) notwithstanding anything in this Underwriting Agreement to the other, (b) contrary, the Underwriters are acting as principal and not as an agent or fiduciary Issuer acknowledges that the Underwriter may have financial interests in the success of the Company and (c) offering that are not limited to the Company's engagement of difference between the Underwriters in connection with price to the offering public and the process leading up purchase price paid to the offering is as independent contractors Issuer by the Underwriter for the shares and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with Underwriter has no obligation to disclose, or account to the offering (irrespective of whether Issuer for, any of such additional financial interests. The Issuer hereby waives and releases, to the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim fullest extent permitted by law, any claims that the Underwriters Issuer may have rendered advisory services against the Underwriter with respect to any breach or alleged breach 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. duty. View More
No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction Notwithstanding any preexisting relationship, advisory or otherwise, between the Company, on parties or any oral representations or assurances previously or subsequently made by the one hand, Underwriters, the Issuer acknowledges and agrees that: (a) nothing herein shall create a fiduciary or agency relationship between the Issuer and the Underwrit...ers and any affiliate through which it may be acting, on the other, Underwriters; 33 (b) the Underwriters are not acting as principal and not as an agent advisors, expert or fiduciary of otherwise, to the Company and (c) the Company's engagement of the Underwriters Issuer in connection with this offering, sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (c) the relationship between the Issuer and the process leading up to the offering Underwriters is as independent contractors entirely and not in solely commercial, based on arm's-length negotiations; (d) 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 of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim duties and obligations that the Underwriters may have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Issuer shall be limited to those duties and obligations specifically stated herein; and (e) notwithstanding anything in connection this Agreement to the contrary, the Issuer acknowledges that the Underwriters may have financial interests in the success of the offering that are not limited to the difference between the price to the public and the purchase price paid to the Issuer by the Underwriters for the Shares and the Underwriters have no obligation to disclose, or account to the Issuer for, any of such additional financial interests. The Issuer hereby waives and releases, to the fullest extent permitted by law, any claims that the Issuer may have against the Underwriters with such transaction respect to any breach or the process leading thereto. alleged breach of fiduciary duty. View More
No Fiduciary Duty. The Company hereby acknowledges and the Guarantors acknowledge and agree that in connection with this offering, or any other services the Initial Purchasers may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Initial Purchasers: (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction... no fiduciary or agency relationship between the Company, any Guarantor and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Initial Purchasers, on the other, 30 exists; (b) the Underwriters Initial Purchasers are not acting as principal advisors, expert or otherwise, to the Company or the Guarantors, including, without limitation, with respect to the determination of the purchase price of the Notes, and not as an agent or fiduciary such relationship between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Initial Purchasers may have to the Company and the Guarantors shall be limited to those duties and obligations specifically stated herein; (d) the Initial Purchasers and their respective affiliates may have interests that differ from those of the Company and (c) the Company's engagement Guarantors; and (e) the Company and the Guarantors have consulted their own legal and financial advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive any claims that the Company and the Guarantors may have against the Initial Purchasers with respect to any breach of the Underwriters fiduciary duty 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 of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters 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. Notes. View More
