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 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 advisor, 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; 28 (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 arms-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 Underwriting 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 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, on the one hand, and the Underwriters each Manager and any affiliate through which it may be acting, on the other, (b) the Underwriters are each Manager is acting as principal and not as an agent or fiduciary 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 Partnership agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters Manager has advised or is currently advising the Company Partnership on related or other 32 matters). The Company agrees Partnership Parties agree that it they will not claim that the Underwriters have any Manager has 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 or the process leading thereto. 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, on the one hand, and the Underwriters each Manager and any 34 affiliate through which it may be acting, on the other, (b) the Underwriters are each Manager is acting as principal and not as an agent or fiduciary of the Company Partnership Parties and (c) the Company's Partnersh...ip'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 Partnership agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters Manager has advised or is currently advising the Company Partnership on related or other matters). The Company agrees Partnership Parties agree that it they will not claim that the Underwriters have any Manager has 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 or the process leading thereto. View More
No Fiduciary Duty. The Each of the Company hereby and the Selling Stockholders acknowledges and agrees that (a) the purchase and in connection with this offering, sale of the Securities pursuant Stock 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 parties or any oral representations or assurances previously or subsequently made by any Underwriter...: (a) no fiduciary or agency relationship between the Company, the Selling Stockholders and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriter, on the other, exists; (b) the Underwriters are no Underwriter is acting as principal advisor, expert or otherwise, to the Company or the Selling Stockholders, including, without limitation, with respect to the determination of the public offering price of the Stock, and not as an agent such relationship between the Company and the Selling Stockholders, on the one hand, and any Underwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that any Underwriter may have to the Company or fiduciary Selling Stockholders shall be limited to those duties and obligations specifically stated herein; and (d) each Underwriter and its respective affiliates may have interests that differ from those of the Company and (c) the Company's engagement of Selling Stockholders. The Company and the Selling Stockholders hereby waive any claims that the Company or the Selling Stockholders 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 Partnership acknowledges and agrees 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 32 otherwise, between the Company, parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiducia...ry or agency relationship between the Partnership 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 the Partnership, including, without limitation, with respect to the determination of the Company and (c) the Company's engagement public offering price of the Units, and such relationship between the Partnership, 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 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. The Partnership hereby waives any claims that the Partnership 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 Issuer and each Selling Stockholder hereby acknowledges acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length arm's- length commercial transaction between the Company, Issuer and the Selling Stockholders, 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 Issuer or the Selling Stockholders ...and (c) the Company's Issuer's engagement of the Underwriters and the Selling Stockholders 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 Issuer and the Selling Stockholders agree 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 Issuer on related or other matters). The Company agrees Each of the Issuer and the Selling Stockholders 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 the Company, it, in connection with such transaction or the process leading thereto. Each of the Issuer and the Selling Stockholders further acknowledge and agree that, although the Representatives may provide the Issuer and Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection 31 with the offering, the Representatives are not making a recommendation to the Issuer or the Selling Stockholders to participate in the offering or sell any Securities at the purchase price, and nothing set forth in such disclosures or documentation is intended to suggest that any Representative is making such a recommendation 16. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the Underwriters, or any of them, with respect to the subject matter hereof. View More
No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and in connection with this offering, sale of the Securities pursuant Stock 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 parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationshi...p between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, (b) is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters are acting as principal may have to the Company shall be limited to those duties and not as an agent obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. 32 13. Notices, etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or fiduciary sent by mail or facsimile transmission to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133) with a copy to Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022, Attention: Peter M. Labonski, and with a copy, in the case of any notice pursuant to Section 7(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; (b) if to the Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: John Cordani (Fax: 203-575-5630), with a copy to Greenberg Traurig, P.A., 401 East Las Olas Boulevard, Suite 2000, Fort Lauderdale, Florida 33301, Attention: Donn A. Beloff, Esq. (Fax: +1-954-765-1477); and (c) Any such statements, requests, notices or agreements shall take effect at the Company's engagement time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf 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 by Barclays Capital Inc. or Credit Suisse Securities (USA) LLC on behalf 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. Representatives. View More
No Fiduciary Duty. The Company hereby acknowledges and the Selling Stockholders acknowledge and agree that (a) (i) the purchase and sale of the Securities Shares pursuant to this Agreement is an arm's-length commercial 25 transaction between the Company, Company and the Selling Stockholders, on the one hand, and the Underwriters and any affiliate through which it may be acting, several Underwriters, on the other, (b) (ii) in connection therewith and with the Underwriters are process leading to such transaction eac...h Underwriter is acting solely as a principal and not as an the agent or fiduciary of the Company and (c) the Company's engagement or any Selling Stockholder, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Underwriters in connection Company or any Selling Stockholder 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. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company or any Selling Stockholder on related other matters) or any other matters). obligation to the Company or any Selling Stockholder except the obligations expressly set forth in this Agreement and (iv) the Company and each Selling Stockholder has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company and each Selling Stockholder agrees that it will not claim that the Underwriters have Underwriters, 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, Company or any Selling Stockholder, in connection with such transaction or the process leading thereto. 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, on the one hand, and the Underwriters each Manager and any affiliate through which it may be acting, on the other, (b) the Underwriters are each Manager is acting as principal and not as an agent or fiduciary 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 Partnership agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters Manager has advised or is currently advising the Company Partnership on related or other matters). The Company agrees Partnership Parties agree that it they will not claim that the Underwriters have any Manager has 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 or the process leading thereto. View More
No Fiduciary Duty. The Company hereby Partnership acknowledges and agrees that (a) (i) the purchase and sale of the Securities Offered Units pursuant to this Agreement is an arm's-length commercial transaction between the Company, Partnership, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, (b) (ii) in connection therewith and with the Underwriters are process leading to such transaction each Underwriter is acting solely as a principal and not as ...an the agent or fiduciary of the Company and (c) the Company's engagement Partnership, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Underwriters in connection Partnership 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. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company Partnership on related other matters) or any other matters). obligation to the Partnership except the obligations expressly set forth in this Agreement, and (iv) the Partnership has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company Partnership agrees that it will not claim that any of the Underwriters have has 28 rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the Company, Partnership, in connection with such transaction or the process leading thereto. View More
