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 Each of 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 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, Underwriters, on the other, (b) (ii) in connection therewith and with the process leading to such transaction, the Underwriters a...re acting solely as principal principals and not as an the agent or fiduciary of the Company and (c) or any Selling Stockholder, (iii) the Company's engagement Underwriters have not 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 has have advised or is are 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, (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate and (v) each Selling Stockholder has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim and the Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that the Underwriters Company or the Selling Stockholders may have rendered advisory services against any 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 the transactions contemplated hereby or the process leading thereto. 30 20. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. View More
No Fiduciary Duty. The Company hereby acknowledges that (a) Notwithstanding any pre-existing relationship, advisory or otherwise, between the purchase and sale parties or any oral representations or assurances previously or subsequently made by any 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 a...gent or fiduciary Underwriters, each of the Company and (c) the Company's engagement of the Underwriters each Selling Shareholder acknowledges and agrees that (i) in connection with the offering of the Shares and the process leading up thereto, each Underwriter is and has been acting solely as a principal and is not 26 acting as the agent, fiduciary advisor, expert or otherwise of the Company, any of its subsidiaries or any Selling Shareholder, or its respective managers, employees or creditors or any other party (ii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering is as independent contractors and not in any other capacity. Furthermore, of the Company agrees that it is solely responsible for making its own judgments in connection with Shares or the offering process leading thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Shares except the obligations expressly set forth in this Agreement, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company and each Selling Shareholder, on related or the one hand, and the Underwriters, on the other matters). The hand, is entirely and solely commercial, and the price of the Shares was established by the Company agrees that it will not claim and the Underwriters based on discussions and arms' length negotiations and the Company and each Selling Shareholder understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any 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 and each Selling Shareholder shall be limited to those duties and obligations specifically stated herein; (v) notwithstanding anything in this Agreement to the contrary, the Company and each Selling Shareholder acknowledges that the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and each Selling Shareholder and 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 Company for the Shares and such interests may differ from the interests of the Company and each Selling Shareholder, and the Underwriters have no obligation to disclose, or account to the Company or each Selling Shareholder for any benefit they may derive from such additional financial interests and (vi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Shares and the Company and each of the Selling Shareholders has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company and each Selling Shareholder hereby waives and releases, to the fullest extent permitted by the applicable law, any claims it may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or each Selling Shareholder 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, in connection with such transaction any of its subsidiaries or the process leading thereto. any Selling Shareholder, or its respective shareholders, managers, employees or creditors or any other party. View More
No Fiduciary Duty. The Company Issuer and the Selling Stockholder hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length arm's length commercial transaction between among the Company, Issuer and the Selling Stockholder, on the one hand, and the Underwriters Underwriter and any affiliate Affiliate through which it may be acting, on the other, (b) the Underwriters are Underwriter is acting as principal and not as an agent or fiduciary of the Company Issuer ...or the Selling Stockholder and (c) the Company's engagement of the Underwriters Underwriter 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 Issuer and the Selling Stockholder agrees that it is solely responsible for -23- making its own judgments in connection with the offering (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising any of the Company Issuer or the Selling Stockholder on related or other matters). The Company Issuer and the Selling Stockholder agrees that it will not claim that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Issuer or the Selling Stockholder, in connection with such transaction 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 pre-existing relationship, advisory or otherwise, between the Company, parties or any oral representations or assurances previously or subsequently made by the Underwriter, the Company or the Selling Stockholders, each acknowledges and agrees that (i) nothing herein shall create a fiduciary or agency relationship between the Com...pany or the Selling Stockholders, on the one hand, and the Underwriters Underwriter, on the other hand; (ii) the Underwriter has been retained solely to act as underwriter and is not acting as advisor, expert or otherwise, to the Company or the Selling Stockholders in connection with this offering, the sale of the Shares or any affiliate through which it other services the Underwriter may be acting, deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company or the Selling Stockholders, on the other, (b) one hand, and the Underwriters Underwriter, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company, the Selling Stockholders and the Underwriter based on discussions and arms' length negotiations and the Company and the Selling Stockholders understand and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any duties and obligations that the Underwriter may have to the Company and the Selling Stockholders shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Company and the Selling Stockholders acknowledge that the Underwriter may have financial interests in the success of the offering contemplated hereby that are acting as principal not limited to the difference between the price to the public and not as an agent or fiduciary the purchase price paid to the Selling Stockholders for the shares and such interests may differ from the interests of the Company and (c) the Company's engagement Selling Stockholders, and the Underwriter has no obligation to disclose, or account to the Company or the Selling Stockholders for any benefit they may derive from such additional financial interests. The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by the applicable law, any claims they may have against the Underwriter with respect to any breach or alleged breach of fiduciary duty and agrees that the 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 Underwriters in connection with Company, 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 Selling Stockholders or any of the Underwriters has advised their respective stockholders, directors, employees 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. creditors. 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 pre-existing relationship, advisory or otherwise, between the Company, parties or any oral representations or assurances previously or subsequently made by the Underwriter, the Company and the Selling Stockholder acknowledge and agree that (i) nothing herein shall create a fiduciary or agency relationship between the Company and... the Selling Stockholder, on the one hand, and the Underwriters Underwriter, on the other hand; (ii) the Underwriter has been retained solely to act as an underwriter and is not acting as an advisor, expert or otherwise, to the Company or the Selling Stockholder in connection with this offering, the sale of the Shares or any affiliate through which it other services the Underwriter may be acting, on deemed to be providing hereunder, including with respect to the other, (b) public offering price of the Underwriters are acting as principal and not as an agent or fiduciary of Shares; (iii) the relationship between the Company and (c) the Company's engagement Selling Stockholder, on the one hand, and the Underwriter, on the other hand, is entirely and solely commercial, and the price of the Underwriters in connection with Shares was established by the offering Selling Stockholder and the process leading up Underwriter based on discussions and arms' length negotiations and the Company and the Selling Stockholder understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any duties and obligations that the Underwriter may have to the offering is as independent contractors Company and not the Selling Stockholder shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in any other capacity. Furthermore, this Agreement to the contrary, the Company agrees and the Selling Stockholder acknowledge that the Underwriter may have financial interests in the success of this public offering that are not limited to the difference between the price to the public and the purchase price paid to the Selling Stockholder for the shares and such interests may differ from the interests of the Selling Stockholder, and the Underwriter has no obligation to disclose, or account to the Selling Stockholder for any benefit it is solely responsible for making its own judgments may derive from such additional financial interests. The Company and the Selling Stockholder hereby waive and release, to the fullest extent permitted by the applicable law, any claims they may have against the Underwriter with respect to any breach or alleged breach of fiduciary duty and agree that the Underwriter shall have no liability (whether direct or indirect) to the Company or the Selling Stockholder in connection with respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the offering (irrespective of whether Company, the Selling Stockholder or any of the Underwriters has advised other stockholders, managers, employees or is currently advising creditors of the Company on related or other matters). Company. 38 19. Research Analyst Independence. The Company agrees and the Selling Stockholder acknowledge that it will not claim that (a) the Underwriters have rendered advisory services of any nature Underwriter's research analysts and research department is required to be independent from its investment banking division and is subject to certain regulations and internal policies and (b) the Underwriter's research analysts may hold views and make statements or respect, or owe an agency, fiduciary or similar duty investment recommendations and/or publish research reports with respect to the Company, in connection the value of the Common Stock and/or the offering that differ from the views of its investment banking division. The Company and the Selling Stockholder hereby waive and release, to the fullest extent permitted by law, any claims that they may have against the Underwriter with such transaction respect to any discrepancy or conflict of interest that may arise from the fact that the views expressed by the Underwriter's independent research analysts and research department may be different from or inconsistent with the views or advice communicated to the Company or the process leading thereto. Selling Stockholder by the Underwriter's investment banking division. The Company and the Selling Stockholder acknowledge that the Underwriter is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the 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 hereby Partnership acknowledges and agrees that (a) (i) 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 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 a...gent 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 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
No Fiduciary Duty. The Company hereby and each Selling Stockholder 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 fi...duciary or agency relationship between the Company, any Selling Stockholder 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 advisors, expert or otherwise, to either the Company or any Selling Stockholder, 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 any Selling Stockholder, 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 Company or fiduciary any Selling Stockholder 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 Company and (c) each Selling Stockholder. The Company and each Selling Stockholder hereby waives any claims that the Company's engagement of Company or any Selling Stockholder 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 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: 28 (a) nothing herein shall create a fiduciary or agency relationship between the Issuer and the Underw...riters 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 otherwise, to the Issuer in connection with this offering, sale of the Company and 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 Company's engagement relationship between the Issuer and the Underwriters is entirely and solely commercial, based on arms-length negotiations; (d) any duties and obligations that the Underwriters may have to the Issuer shall be limited to those duties and obligations specifically stated herein; and (e) notwithstanding anything in 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 respect to any breach or alleged 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. transactions contemplated by this Agreement. View More
No Fiduciary Duty. The Company Partnership hereby acknowledges 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 affiliates through which it may be acting, on the other, (b) each Manager is acting solely as sales agent and/or principal in connection with the Underwriters are acting as principal purchase and sale of the Partnership's securit...ies and not as an agent or a fiduciary of the Company Partnership and (c) the Company's Partnership's engagement of the Underwriters each Manager in 36 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 Partnership agrees that it 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, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company Partnership and the Selling Shareholders hereby acknowledges acknowledge that (a) the purchase and sale of the Securities Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, Partnership and the Selling Shareholders, 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 Partnership or the Selling Share...holders and (c) the Company's Partnership's engagement of the Underwriters in connection 37 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 and the Selling Shareholders 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 advised or is currently advising the Company Partnership and the Selling Shareholders on related or other matters). The Company agrees Partnership and the Selling Shareholders agree that it they 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, Partnership or any of the Selling Shareholders, in connection with such transaction or the process leading thereto. View More
