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 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 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 Parties and (c) the Company's engagement of the Unde...rwriters 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, 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 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 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 Underwriters 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
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, other hand, 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 hand, 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 the 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 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 the 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 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 Underwriters, the Company and the Selling Stockholders acknowledge and agree that (i) nothing herein shall create a fiduciary or agency relationship between the Company, Company or an...y of the Selling Stockholders, on the one hand, and the Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company or any affiliate through which it of the Selling Stockholders in connection with this offering, the sale of the Shares or any other services the Underwriters 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 and the Selling Stockholders, on the other, (b) one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms' length negotiations and the Company and the Selling Stockholders understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any duties and obligations that the Underwriters may have to the Company or any of 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 Underwriters may have financial interests in the success of this public offering 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 Company and the Selling Stockholders for the shares and such interests may differ from the interests of the Company and (c) the Company's engagement of Selling Stockholders, and the Underwriters in connection with the offering and the process leading up have no obligation to disclose, or account 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 or any of the Underwriters has advised or is currently advising Selling Stockholders for any benefit they may derive from such additional financial interests. Each of the Company on related and the Selling Stockholders hereby waive and release, to the fullest extent permitted by the applicable law, any claims any of them may have against the Underwriters with respect to any breach or other matters). The Company agrees that it will not claim alleged breach of fiduciary duty and agree that the Underwriters shall have rendered advisory services of any nature no liability (whether direct or respect, or owe an agency, fiduciary or similar duty indirect) to the Company, Company or any of the Selling Stockholders in connection with respect of such transaction a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the process leading thereto. Company or any of the Selling Stockholders or any of the respective stockholders, managers, employees or creditors of the Company or any of the Selling Stockholders. 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 Underwriter 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 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 the Selling Stockholders 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 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 in connection with this offering, or any other services the Initial Purchasers may be deemed to 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 Initial Purchasers: (a) no fiduciary or agency relationship exists between the Company and any other person, on the one hand, and the Initial Purchasers, on the o...ther hand; (b) the Initial Purchasers are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the purchase and sale price of the Securities pursuant to this Agreement is an arm's-length commercial transaction Notes, and such relationship between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, Initial Purchasers, on the other, (b) other hand, is entirely 23 and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters are acting as principal Initial Purchasers may have to the Company shall be limited to those duties and not as an agent or fiduciary obligations specifically stated herein; (d) the Initial Purchasers and their respective affiliates may have interests that differ from those of the Company; and (e) the Company has consulted its own legal and (c) financial advisors to the Company's engagement extent it deemed appropriate. The Company hereby waives any claims that the Company may have against the Initial Purchasers 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. Notes. 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 and are not providing a recommendation or investment advice, 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 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 arm's-length negotiations and, as an agent such, not intended for use by any individual for personal, family or fiduciary household purposes; (c) any duties and obligations that the Underwriters may have to the Company or the Selling Stockholders shall be limited to those duties and obligations specifically stated herein; (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company and (c) the Company's engagement Selling Stockholders; and (e) does not constitute a solicitation of any action by the Underwriters. The Company and Selling Stockholders hereby (x) 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 this offering and (y) agree that none of the activities of the Underwriters in connection with the offering transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company and Selling Stockholders have consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. 25 16. Notices, etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the 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 10(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; (b) if to the Company, shall be delivered by mail to the address of the Company set forth in the Registration Statement, Attention: General Counsel, with a copy to Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022, Attention: Peter M. Labonski (Fax: (212) 751-4864); and (c) if to any Selling Stockholder, shall be delivered or sent by mail or facsimile transmission to such Selling Stockholder at the address set forth on Schedule II hereto. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company and the process leading up Selling Stockholders shall be entitled to the offering is as independent contractors act and not in rely upon 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 request, consent, notice or agreement given or made on behalf of the Underwriters has advised or is currently advising by Barclays Capital Inc. 17. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Selling Stockholders and their respective personal representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company on related or other matters). The Company agrees that it will not claim that and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the affiliates, directors, officers and employees of the Underwriters have rendered advisory services and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act and (b) the indemnity agreement of the Underwriters contained in Section 10(b) of this Agreement shall be deemed to be for the benefit of the affiliates, directors, officers, employees of the Company and any nature person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or respect, shall be construed to give any person, other than the persons referred to in this Section 17, any legal or owe an agency, fiduciary equitable right, remedy or similar duty to the Company, claim under or in connection with such transaction respect of this Agreement or the process leading thereto. any provision contained herein. View More
No Fiduciary Duty. The Company Each of the Partnership Entities 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, Partnership Entities, on the one hand, and the Underwriters and any affiliate affiliates through which it they may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of any of the Company Partnership Entities and (c) the Company's Partnership E...ntities' 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, each of the Company Partnership Entities 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 Partnership Entities on related or other matters). The Company Each of the Partnership Entities agrees that it will not claim that any of the Underwriters have rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, Partnership Entities, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto. 33 15. Research Analyst Independence. The Partnership Entities acknowledge that the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters' research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Operating Partnership, the Partnership and/or the offering that differ from the views of its investment bankers. The Partnership Entities acknowledge that each 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 which may be the subject of the transactions contemplated by this Agreement. View More
No Fiduciary Duty. The Company Company, the Operating Partnership and the Selling Stockholders hereby acknowledges acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, the Operating Partnership and the Selling Stockholders, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, other hand; (b) the Underwriters are acting as 31 principal and not as an agent or fiduciary of... the Company Company, the Operating Partnership and the Selling Stockholders; and (c) the Company's and Selling Stockholders' 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 Company, the Operating Partnership and the Selling Stockholders 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 Company, the Operating Partnership or the Selling Stockholders on related or other matters). The Company agrees Company, the Operating Partnership and the Selling Stockholders 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, the Operating Partnership and the Selling Stockholders, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company Company, the Operating Partnership and the Selling Stockholders hereby acknowledges acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, the Operating Partnership and the Selling Stockholders, on the one hand, and the Underwriters and 31 any affiliate through which it may be acting, on the other, other hand; (b) the Underwriters are acting as principal and not as an agent or fiduciary of... the Company Company, the Operating Partnership and the Selling Stockholders; and (c) the Company's and Selling Stockholders' 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 Company, the Operating Partnership and the Selling Stockholders 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 Company, the Operating Partnership or the Selling Stockholders on related or other matters). The Company agrees Company, the Operating Partnership and the Selling Stockholders 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, the Operating Partnership and the Selling Stockholders, in connection with such transaction or the process leading thereto. View More
