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, parties or any oral representations or assurances previously or subsequently made by the Underwriters, the Partnership acknowledges and agrees that: (i) nothing herein shall create a fiduciary or agency relationship between the Partnership, on the one hand, an...d the Underwriters, on the other; (ii) each Underwriter is not acting as an advisor, expert or otherwise, to the Partnership in connection with this offering, the sale of the Units or any other services the Underwriters and any affiliate through which it may be acting, deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Partnership, on the one hand, and 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. 39 19. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Martin Parties and the Underwriters, or any of them, with respect to the subject matter hereof. 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 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 hereby acknowledges and the Selling Stockholder, severally and not jointly, acknowledge and agree that (a) the purchase and in connection with this Offering, sale of the Securities pursuant Stock or any other services the Underwriter 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 subsequentl...y made by the Underwriter: (i) no fiduciary or agency relationship between the Company, Selling Stockholder and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriter, on the other, (b) exists; (ii) the Underwriters are Underwriter is not acting as principal advisors, expert or otherwise, to either the Company or the 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 the Selling Stockholder, on the one hand, and the Underwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriter may have to the Company or fiduciary Selling Stockholder shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriter and its respective affiliates may have interests that differ from those of the Company and (c) the Company's engagement Selling Stockholder. The Company and the Selling Stockholder hereby waive any claims that the Company or the Selling Stockholder may have against the Underwriter 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. this Offering. 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 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 securities 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 connection with the offering and the process leading up to the offering is as independent contractors contractor 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 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 each of the Underwriters Managers, as applicable, and any affiliate 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 36 securities 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 connection with the offering and the process leading up to the offering is as an independent contractors contractor 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 a 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 hereby acknowledges 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, on the one hand, and the Underwriters each Manager and any affiliate 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 securities and no...t as an agent or a fiduciary of the Company Partnership and (c) the Company's Partnership's engagement of the Underwriters each Manager in connection with the offering and the process leading up to the offering is as independent contractors contractor 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. 24 14. Integration. This Agreement and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Partnership and any Manager with respect to the subject matter hereof. 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 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 securities 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 connection with the offering and the process leading up to the offering is as independent contractors contractor 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. 33 14. Integration. This Agreement and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Partnership and any Manager with respect to the subject matter hereof. 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 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 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 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 securities 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 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 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 the offering or 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; 30 (c) the relationship between the Issuer and the process leading up Underwriters is entirely and solely commercial, based on arm's-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 is as independent contractors of the Shares that are not limited to the difference between the price to the public and not in 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 other capacity. Furthermore, of such additional financial interests. The Issuer hereby waives and releases, to the Company agrees fullest extent permitted by law, any claims that it is solely responsible for making its own judgments the Issuer may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty 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. Shares. View More
