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 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 31 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 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 hereby acknowledges and the Selling Stockholders acknowledge and agree that (a) the purchase and in connection with this offering, 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 Un...derwriters: (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, Underwriters, on the other, (b) exists; (ii) 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 Shares, 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; (iii) 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 (iv) 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 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 (b) if to the Company, shall be delivered or sent by mail or electronic mail 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: Steven Schnitzer (e-mail: SSchnitzer@tortoiseadvisors.com). 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
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 between the Company and any other person, on the one hand, and the Initial Purchasers, on the other, e...xists; (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 Securities, 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) is entirely and solely commercial, based on arm's-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) each Initial Purchaser and its 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. Securities. 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 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 they 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 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 independent contractors and not in any other capacity. Furthermore, each of the Company agrees Partnership Parties agree that it is 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 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. View More
No Fiduciary Duty. The Company Each Partnership Party 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 Parties, 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 Partnership Parties and (c) the Company's engagement of the 36 Underwriters in conne...ction with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company each Partnership Party 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 Parties on related or other matters). The Company Each Partnership Party 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 any of the Company, Partnership Parties in connection with such transaction or the process leading thereto. 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. 40 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 Evercore Group L.L.C., 55 East 52nd Street, Ste 35, New York, New York 10055; and (b) if to the Company, shall be delivered or sent by mail or electronic mail 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: Sanjay Morey (e-mail: smorey@twinridgecapital.com). 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
No Fiduciary Duty. The Company hereby acknowledges Issuers acknowledge and agree that (a) the purchase in connection with this offering and sale of the Securities pursuant Notes 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, 35 between the Company, parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no f...iduciary or agency relationship between the Issuers 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 either of the Issuers, including, without limitation, with respect to the determination of the public offering price of the Notes, and any affiliate through which it may be acting, such relationship between the Issuers, 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 Issuers 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 Issuers. The Issuers hereby waive any claims that they 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 Each of the Partnership Parties 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, Partnership Parties, 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 principal and not as an agent or fiduciary of the Company Partnership Parties and (c) the Company's Partnership's e...ngagement 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 agrees Partnership Parties 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 Partnership Parties on related or other matters). The Company agrees Each of the Partnership Parties 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, Partnership or Foresight Energy LLC, in connection with such transaction or the process leading thereto. View More
