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
Found in ACCELERON PHARMA INC contract

Variations of a "No Fiduciary Duty" Clause from Business Contracts

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 among the Company, Partnership, on the one hand, and the Underwriters Managers and any affiliate through which it they 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. 35 13. Integration. This Agreement and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) among the Partnership and the Managers with respect to the subject matter hereof. View More
Found in Western Gas Partners LP contract
No Fiduciary Duty. The Company Each of the 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, on the one hand, Partnership Parties and the Underwriters Underwriter and any 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 Partnership Parties and (c) the Compa...ny's engagement of the Underwriters Underwriter in connection with the offering and the process leading up to the offering is as an independent contractors 28 contractor and not in any other capacity. Furthermore, each of the Company agrees Partnership Parties agree that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company Partnership Parties on related or other matters). The Company agrees Each of the Partnership Parties agree 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 any of the Company, Partnership Parties in connection with such transaction or the process leading thereto. Additionally, the Underwriter is not advising the Partnership Parties or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. View More
Found in ANDEAVOR LOGISTICS LP contract
No Fiduciary Duty. The Company hereby acknowledges and the Selling Stockholders, 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 subsequent...ly made by the Underwriter: (i) no fiduciary or agency relationship between the Company, 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, (b) exists; (ii) the Underwriters are Underwriter is not acting as principal advisors, expert or otherwise, to either 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 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 Stockholders 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 Stockholders. The Company and the Selling Stockholders hereby waive any claims that the Company or the Selling Stockholders 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
Found in NTELOS HOLDINGS CORP. contract
No Fiduciary Duty. The Company hereby Partnership acknowledges and agrees that (a) the purchase in connection with this offering and 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 Underwriters: (i) no fiduciary o...r agency relationship between the Partnership and any other person, on the one hand, and the Underwriters, on the other hand, exists; (ii) the Underwriters are not acting as advisors, expert or otherwise, to the Partnership, 36 including, without limitation, with respect to the determination of the public offering price of the Units, and any affiliate through which it may be acting, such relationship between the Partnership, on the one hand, and the Underwriters, on the other, (b) is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters are acting as principal may have to the Partnership shall be limited to those duties and not as an agent or fiduciary obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from those of the Company and (c) the Company's engagement of Partnership. The Partnership hereby waives any claims that it 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
Found in PLAINS ALL AMERICAN PIPELINE LP contract
No Fiduciary Duty. The Company hereby acknowledges and the Selling Shareholder acknowledge and agree that (a) the purchase and in connection with this offering, sale of the Securities pursuant Shares 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 subsequently made by the Underwriter: ...(i) no fiduciary or agency relationship between the Company, the Selling Shareholder 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 an advisor, expert or otherwise, to the Company or the Selling Shareholder, including, without limitation, with respect to the determination of the public offering price of the Shares, and not as an agent such relationship between the Company and the Selling Shareholder, 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 the Selling Shareholder 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 Shareholder. The Company and the Selling Shareholder hereby waive any claims that the Company or the Selling Shareholder 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
Found in Macquarie Infrastructure Corp contract
No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) in connection with the purchase and 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 parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship bet...ween 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 Units, 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 or fiduciary obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company and (c) hereby waives any claims that the Company's engagement of Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with the offering Offering. 37 14. Notices, etc. All statements, requests, notices and the process leading up agreements hereunder shall be in writing, and: (a) if to the offering is as independent contractors Underwriters, shall be delivered or 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, in the case of any notice pursuant to Section 8(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, and not in any other capacity. Furthermore, to Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department, and to UBS Securities LLC, 1285 Avenue of the Americas, New York, New York, 10019, Attention: [●]; and (b) if to the Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company agrees that it is solely responsible for making its own judgments set forth in connection with the offering (irrespective Registration Statement, Attention: [ ] (Fax: [●]). Any such statements, requests, notices or agreements shall take effect at the time of whether 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 has advised or is currently advising by the Company on related or other matters). The Company agrees that it will not claim that Representatives. A party may change its address for the Underwriters have rendered advisory services purpose of any nature or respect, or owe an agency, fiduciary or similar duty to receiving all statements, requests, notices and agreements by delivery of written notice of such address change in accordance with the Company, in connection with such transaction or the process leading thereto. provisions of this Section 14. View More
Found in Tortoise Acquisition Corp. contract
No Fiduciary Duty. The Company hereby acknowledges and the Selling Stockholder 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 subsequently made by the Underwriter: (...a) 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, exists; (b) 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; (c) 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 (d) the Underwriter and their 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
Found in Rice Energy Inc. contract
No Fiduciary Duty. The Company hereby Partnership acknowledges and agrees that (a) the purchase in connection with this offering and sale of the Securities pursuant Shares 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 Underwriters: (i) no fiduciary ...or agency relationship between the Partnership and any other person, on the one hand, and the Underwriters, on the other hand, exists; (ii) the Underwriters are not acting as advisors, expert or otherwise, to the Partnership, including, without limitation, with respect to the determination of the public offering price of the Shares, and any affiliate through which it may be acting, such relationship between the Partnership, on the one hand, and the Underwriters, on the other, (b) is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters are acting as principal may have to the Partnership shall be limited to those duties and not as an agent or fiduciary obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from those of the Company and (c) the Company's engagement of Partnership. The Partnership hereby waives any claims that it 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
Found in PLAINS GP HOLDINGS LP contract
No Fiduciary Duty. The Company hereby acknowledges and the Selling Stockholder acknowledge and agree 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 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, 36 Underwriters, on the other, exists; (b) the Underwriters are 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 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 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) the Company's engagement of Selling Stockholder. The Company and the Selling Stockholder hereby waive any claims that the Company or the 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
Found in Rice Energy Inc. contract
No Fiduciary Duty. The Company hereby acknowledges and the Selling Shareholders acknowledge and agree that (a) the purchase and in connection with this offering, sale of the Securities pursuant Shares 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 subsequently made by the Underwriter:... (i) no fiduciary or agency relationship between the Company, the Selling Shareholders 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 an advisor, expert or otherwise, to either the Company or the Selling Shareholders, including, without limitation, with respect to the determination of the public offering price of the Shares, and not as an agent such relationship between the Company and the Selling Shareholders, 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 Shareholders shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriter and its affiliates may have interests that differ from those of the Company and (c) the Company's engagement Selling Shareholders. The Company and the Selling Shareholders hereby waive any claims that the Company or the Selling Shareholders 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
Found in Jazz Pharmaceuticals plc contract