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 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 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 Operating Company and (c) the Company's engagement of the Underwriters acknowledge that in connection with the offering of the Shares: (i) the... Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company or the Operating Company or any other person, (ii) the Underwriters owe the Company and the process leading up Operating Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company and the Operating Company. The Company and the Operating Company waive to the offering is as independent contractors and not in full extent permitted by applicable law any other capacity. Furthermore, claims they may have against the Company agrees that it is solely responsible for making its own judgments Underwriters arising from an alleged breach of fiduciary duty in connection with the offering (irrespective of whether the Shares. 34 19. Research Analyst Independence. The Company and the Operating Company acknowledge that (a) 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 (b) the Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. The Company and the Operating Company hereby waive and release, to the fullest extent permitted by law, any claims that it may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters' independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company and the Operating Company by any Underwriter's investment banking division. The Company and the Operating Company acknowledge that each 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 a full service securities firm and as such, from time to the Company, in connection with such transaction time, subject to applicable securities laws, may effect transactions for its own account or the process leading thereto. account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. View More
No Fiduciary Duty. The Company Issuer and the Selling Shareholder hereby acknowledges acknowledge that (a) the purchase and sale of the Securities pursuant to this Underwriting Agreement is an arm's-length commercial transaction between the Company, Issuer and the Selling Shareholder, 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 Issuer or the Selling Shareholder and ...(c) the Company's engagement of the Underwriters by the Issuer and the Selling Shareholder 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 Issuer and the Selling Shareholder 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 Issuer on related or other matters). The Company Each of the Issuer and the Selling Shareholder 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, it, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company Issuers 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, Issuers, on the one hand, and the Underwriters Initial Purchasers and any affiliate Affiliate through which it may be acting, on the other, (b) the Underwriters Initial Purchasers are acting as principal and not as an agent or fiduciary of the Company Issuers and (c) the Company's Issuers' engagement of the ...Underwriters Initial Purchasers in connection with the offering of the Securities and the process leading up to the such offering is as independent contractors and not in any other capacity. Furthermore, the Company each Issuer agrees that it is solely responsible for making its own judgments in connection with the such offering (irrespective of whether any of the Underwriters Initial Purchasers has advised or is currently advising the Company such Issuer on related or other matters). The Company agrees Issuers agree that it they will not claim that the Underwriters Initial Purchasers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Issuers, in connection with such transaction or the process leading thereto. 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 each Manager and any affiliate affiliates 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 Units and not as an a...gent or a fiduciary of the Company Partnership, and (c) the Company's Partnership's engagement of the Underwriters each Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company Partnership agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters Manager has advised or is currently advising the Company Partnership on related or other matters). The Company Partnership agrees that it will not claim that the Underwriters have any Manager has rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, Partnership, in connection with such transaction the transactions contemplated by this Agreement 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 Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel (fax no. : (646) 291-1469) and not in any other capacity. Furthermore, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133); and (b) if to the Company agrees that it is solely responsible for making its own judgments Parties, shall be delivered or sent by mail or email transmission to the address of the Company set forth in connection with the offering (irrespective Registration Statement, Attention: Daniel Joseph Rice, IV (Email: danny@teamrice.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 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 the process leading up Selling Stockholders have consulted their own legal, accounting, financial, regulatory and tax advisors 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. extent deemed appropriate. 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 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 hand, is entirely and solely commercial, based on arms-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 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 the 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. Each of the Company and the process leading up Selling Stockholders has consulted their own legal, accounting, financial, regulatory and tax advisors 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. extent deemed appropriate. 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 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 35 Stockholders, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, based on arms-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 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 the 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. Each of the Company and the process leading up Selling Stockholders has consulted their own legal, accounting, financial, regulatory and tax advisors 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. extent deemed appropriate. 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 Shares or any other services the Underwriter may be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriter: ...(i) no fiduciary or agency relationship between the Company, the Selling Stockholder and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriter, on the other, (b) exists; (ii) the Underwriters are Underwriter is not acting as principal an advisor, expert or otherwise, to the Company or the Selling Stockholder, including, without limitation, with respect to the determination of the public offering price of the Shares, and not as an agent or fiduciary such relationship between the Company and the Selling Stockholder, on the one hand, and the Underwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriter may have to the Company shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriter and its respective affiliates may have interests that differ from those of the Company and (c) the Company's engagement Selling Stockholder. The Company and the Selling Stockholder hereby waive any claims that the Company or the Selling Stockholder may have against the Underwriter with respect to any breach of the Underwriters fiduciary duty in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. this offering. View More
