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 and the Selling Stockholders 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, 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 Underwriter is not acting as principal an advisor, 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; (c) 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 (d) the Underwriter and its 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
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, 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 31 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
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, 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 34 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
No Fiduciary Duty. The Company hereby acknowledges and the Selling Stockholders acknowledge and agree that (a) the purchase and in connection with this offering, sale of Stock or any other services the Securities pursuant 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 Stockholders 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 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 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 Stockholders 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 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 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 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, 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 Underwriter is not 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 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 Stockholders shall be limited to those duties and obligations specifically stated herein; and (d) 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
No Fiduciary Duty. The Company hereby acknowledges and the Selling Stockholders 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, 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 Underwriter is not acting as principal advisor, 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; (c) 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 (d) 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
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 15. 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 and not 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 other capacity. Furthermore, notice pursuant to Section 8(c) hereof, to the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective Director of whether any Litigation, Office 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 General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019 and Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, Suite 3700, San Francisco, California 94104 (fax no. : (415) 364-2618); Attention: General Counsel, and (b) if to the Company, shall be delivered or sent by mail or electronic mail to the address of the Company set forth in connection the Registration Statement, Attention: Evan Melrose (e-mail: evan@spindletopcapital.com); with a copy to DLA Piper LLP, 303 Colorado Street, Suite 3000, Austin TX 78701, Attention: Joseph Fore, P.C. Any such transaction statements, requests, notices or agreements shall take effect at the process leading thereto. time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made by the Underwriters or counsel for the Underwriters on behalf of the Underwriters. A party may change its address for the purpose of receiving all statements, requests, notices and agreements by delivery of written notice of such address change in accordance with the provisions of this Section 15. View More
No Fiduciary Duty. The Company hereby acknowledges and the Selling Stockholders 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 Stockholders 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 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 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 Stockholders 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 35 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 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 Manager and any affiliate through which it may be acting, on the other, (b) the Underwriters are Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Partnership's securities and not as an agent or a fiduciar...y of the Company Partnership and (c) the Company's Partnership's engagement of the Underwriters 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 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. 30 14. Integration. This Agreement and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Partnership and the Manager with respect to the subject matter hereof. View More
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, 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
