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 that (a) the purchase and sale of the Securities Offered Units pursuant to this Agreement is an arm's-length commercial transaction between the Company, Partnership Parties, 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 Offered Units and not as an agent or a fiduciary of the Company Partnership Parties and (c) the Company's Partnership Parties' 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, each of the Company Partnership Parties 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 Parties on related or other matters). The Company Each of the Partnership Parties agrees that it will not claim that the Underwriters have any Manager has rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, Partnership Parties, in connection with this Agreement and the transactions contemplated hereby. 33 13. Research Analyst Independence. Each of the Partnership Parties hereby acknowledges that the Managers' 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 transaction Managers' research analysts may hold views and make statements or investment recommendations or publish research reports with respect to the Partnership or the process leading thereto. offering that differ from the views of their respective investment banking divisions. Each of the Partnership Parties hereby waives and releases, to the fullest extent permitted by law, any claims that the Partnership Parties may have against the Managers with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Partnership Parties by such Managers' investment banking divisions. The Partnership Parties acknowledge that each of the Managers is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement. View More
No Fiduciary Duty. The Company hereby acknowledges Partnership Parties acknowledge and agree that (a) the purchase and in connection with this 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 Company, parties or any oral representations or assurances previously or subsequently made by the Underwriters...: (a) no fiduciary or agency relationship between the Partnership Parties 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 and not as an agent advisors, expert or fiduciary otherwise, to the Partnership Parties, including, without limitation, with respect to the determination of the Company public offering price of the Units, and such relationship between the Partnership Parties, 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 Company's engagement Underwriters may have to the Partnership Parties 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 Partnership Parties. The Partnership Parties hereby waive any claims that the Partnership Parties may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. 32 14. 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 8, to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; and (b) if to any of the Partnership Parties, shall be delivered or sent by mail or facsimile transmission to the address of the Partnership set forth in the Registration Statement, Attention: General Counsel (Fax: 630-824-1001). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Partnership Parties shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf 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 by Barclays Capital Inc. on behalf 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. Representatives. View More
No Fiduciary Duty. The Company hereby acknowledges Partnership Parties and the Selling Unitholder acknowledge and agree that (a) in connection with this offering, the purchase and sale of the Securities pursuant Units 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 Company, parties or any oral representations or assurances previously or subsequentl...y made by the Underwriter: (a) no fiduciary or agency relationship between the Partnership Parties, the Selling Unitholder 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 and not as an agent advisor, expert or fiduciary otherwise, to any of the Company and (c) Partnership Parties or the Company's engagement Selling Unitholder, including, without limitation, with respect to the determination of the Underwriters public offering price of the Units, and such relationship between the Partnership Parties and the Selling Unitholder, 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 Partnership Parties or the Selling Unitholder 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 Partnership Parties and the Selling Unitholder. The Partnership Parties and the Selling Unitholder hereby waive any claims that any of the Partnership Parties or the Selling Unitholder may have against the Underwriter 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 Selling Shareholder and the Partnership Parties acknowledge and agree that (a) the purchase in connection with this offering and 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 Company, parties or any oral representations or assurances previously or subsequent...ly made by the Underwriter: (i) no fiduciary or agency relationship between the Selling Shareholder, the Partnership Parties and any other person, on the one hand, and the Underwriters Underwriter, on the other hand, exists; (ii) the Underwriter is not acting as advisor, expert or otherwise, to the Selling Shareholder, the Partnership Parties, 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 Selling Shareholder and the Partnership Parties , on the one hand, and the Underwriter, 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 Underwriter may have to the Selling Shareholder and not as an agent or fiduciary Partnership Parties 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 Selling Shareholder and (c) the Company's engagement Partnership Parties. The Selling Shareholder and the Partnership Parties hereby waive any claims that they 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 Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Partnership Parties and the Selling Unitholders acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company,...Partnership Parties and the Selling Unitholders, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, other hand; (b) the Underwriters have been retained solely to act as underwriters and are not acting as principal and not as an agent advisors, expert or fiduciary of otherwise, to either the Company and (c) Partnership Entities or the Company's engagement of the Underwriters Selling Unitholders in connection with this offering, the sale of the Units 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 Units; (c) the relationship between the Partnership Parties and the process leading up to Selling Unitholders, on the offering one hand, and the Underwriters, on the other hand, is as independent contractors entirely and not in any other capacity. Furthermore, solely commercial, and the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any price of the Units was established by the Partnership Entities, the Selling Unitholders and the Underwriters has advised or is currently advising based on discussions and arms' length negotiations and the Company on related or other matters). The Company agrees that it will not claim Partnership Parties and the Selling Unitholders understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (d) any duties and obligations that the Underwriters may have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction Partnership Parties or the process leading thereto. Selling Unitholders shall be limited to those duties and obligations specifically stated herein; and (e) notwithstanding anything in this Agreement to the contrary, the Partnership Parties and the Selling Unitholders acknowledge 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 Partnership or the Selling Unitholders for the Units and such interests may differ from the interests of the Partnership Parties and the Selling Unitholders, and the Underwriters have no obligation to disclose, or account to the Partnership Parties or the Selling Unitholders for any benefit they may derive from such additional financial interests. The Partnership Parties and the Selling Unitholders hereby waive and release, to the fullest extent permitted by the applicable law, any claims they may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty and agree that the Underwriters shall 38 have no liability (whether direct or indirect) to the Partnership Parties or the Selling Unitholders in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Partnership Parties or the Selling Unitholders or any of their unitholders, managers, employees or creditors. View More
No Fiduciary Duty. The Company hereby Each of the Partnership Parties acknowledges and agrees that (a) in connection with this offering, the purchase 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 Underwriter...s: (a) no fiduciary or agency relationship between the Partnership Parties 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 and not as an agent advisors, expert or fiduciary otherwise, to any of the Company Partnership Parties, including, without limitation, with respect to the determination of the public offering price of the Units, and such relationship between the Partnership Parties, 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 Company's engagement Underwriters may have to the Partnership Parties 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 Partnership Parties. Each of the Partnership Parties hereby waives any claims that any of the Partnership Parties may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. 38 14. 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 the Representatives, c/o 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 Representatives, c/o Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; and (b) if to any Partnership Parties, shall be delivered or sent by mail or facsimile transmission to the address of the Partnership set forth in the Registration Statement, Attention: Mark O. Webb (Fax: (804) 819-2202). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Partnership Parties shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf 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 by Barclays Capital Inc. on behalf 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. Representatives. View More
No Fiduciary Duty. The Company hereby acknowledges Each of the Partnership Parties and the Selling Unitholder acknowledge and agree that (a) the purchase and in connection with this 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 Company, parties or any oral representations or assurances previously o...r subsequently made by the Underwriters: (a) no fiduciary or agency relationship between any of the Partnership Parties, Selling Unitholder and any other person, on 34 the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to any of the Partnership Parties or the Selling Unitholder, including, without limitation, with respect to the determination of the public offering price of the Units, and such relationship between any of the Partnership Parties and the Selling Unitholder, 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 and not as an agent or fiduciary may have to any of the Company Partnership Parties and (c) the Company's engagement Selling Unitholder 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 Partnership Parties and the Selling Unitholder. Each of the Partnership Parties and the Selling Unitholder hereby waive any claims that any of the Partnership Parties or the Selling Unitholder 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 Partnership Parties and the Selling Unitholder acknowledge and agree that (a) in connection with this offering, the purchase 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 39 preexisting relationship, advisory or otherwise, between the Company, parties or any oral representations or assurances previously or subsequ...ently made by the Underwriters: (a) no fiduciary or agency relationship between the Partnership Parties, the Selling Unitholder 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 and not as an agent advisors, expert or fiduciary otherwise, to any of the Company and (c) Partnership Parties or the Company's engagement Selling Unitholder, including, without limitation, with respect to the determination of the public offering price of the Units, and such relationship between the Partnership Parties and the Selling Unitholder, 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 Partnership Parties or the Selling Unitholder 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 Partnership Parties and the Selling Unitholder. The Partnership Parties and the Selling Unitholder hereby waive any claims that any of the Partnership Parties or the Selling Unitholder 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 Each of the Partnership Parties and the Selling Unitholder acknowledge and agree that (a) the purchase and in connection with this 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 32 preexisting relationship, advisory or otherwise, between the Company, parties or any oral representations or assurances previousl...y or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between any of the Partnership Parties, Selling Unitholder 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 and not as an agent advisors, expert or fiduciary otherwise, to any of the Company and (c) Partnership Parties or the Company's engagement Selling Unitholder, including, without limitation, with respect to the determination of the public offering price of the Units, and such relationship between any of the Partnership Parties and the Selling Unitholder, 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 any of the Partnership Parties and the Selling Unitholder 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 Partnership Parties and the Selling Unitholder. Each of the Partnership Parties and the Selling Unitholder hereby waive any claims that any of the Partnership Parties or the Selling Unitholder 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 Partnership Parties acknowledge and agree that (a) the purchase and in connection with this offering, sale of the Securities pursuant 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: (a) ...no fiduciary or agency relationship between any Partnership Party, any affiliate of a Partnership Party or 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 and not as an agent advisors, expert or fiduciary otherwise, to the Partnership Parties or any of their affiliates, including, without limitation, with respect to the determination of the Company and (c) the Company's engagement public offering price of the Securities, and such relationship between the Partnership Parties or any of their affiliates, 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 Partnership Parties or their affiliates shall be 32 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 Partnership Parties and their affiliates. Each Partnership Party hereby waives, on its own behalf and on behalf of its affiliates, any claims that the Partnership Parties or any of their affiliates may have against any Underwriter 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. this offering. View More
