No Fiduciary Duty Clause Example with 734 Variations from Business Contracts
This page contains No Fiduciary Duty clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company's engagement of the Underwriters in connection with the offering and the process leading up to the offering is as ...independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.View More
Variations of a "No Fiduciary Duty" Clause from Business Contracts
No Fiduciary Duty. The Company hereby acknowledges and 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. 36 15. Notices, etc. All statements, requests, notices and the process leading up agreements hereunder shall be in writing, and: (a) if to the offering is as independent contractors and not Underwriters, shall be delivered or sent by mail or facsimile transmission to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any other capacity. Furthermore, notice pursuant to Section 8(c) hereof, to the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective Director of whether any Litigation, Office of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; and (b) if to the Company, shall be delivered or sent by mail or electronic mail to the address of the Company set forth in connection the Registration Statement, Attention: Kevin Nazemi, Chief Executive Officer (e-mail: kevin@dtocorp.com). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made by the Underwriters or counsel for the Underwriters on behalf of the Underwriters. A party may change its address for the purpose of receiving all statements, requests, notices and agreements by delivery of written notice of such address change in accordance with such transaction or the process leading thereto. provisions of this Section 15. View More
No Fiduciary Duty. The Company Each of the Issuer and the Guarantors 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, Issuer and the Guarantors, on the one hand, and the Underwriters and any affiliate through which it any of them 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 Guarantors and (c) the Company's Issuer'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 Issuer and the Guarantors agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the 25 Underwriters has advised or is currently advising the Company Issuer or the Guarantors on related or other matters). The Company Each of the Issuer and the Guarantors 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, Issuer or the Guarantors, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Each of the Company hereby and the Parent Guarantor acknowledges and agrees 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 parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no ...fiduciary or agency relationship between the Company, the Parent Guarantor 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 the Company or the Parent Guarantor, including, without limitation, with respect to the determination of the public offering price of the Securities, and not as an agent such relationship between the Company and the Parent Guarantor, 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 the Parent Guarantor 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 Parent Guarantor. The Company and the Parent Guarantor hereby waive any claims that each of them 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 Issuer and the Guarantors hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement 24 is an arm's-length commercial transaction between the Company, Issuer and the Guarantors, on the one hand, and the Underwriters and any affiliate through which it any of them 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 Guarantors and (c) the Company's Issuer'...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, each of the Company Issuer and the Guarantors 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 or the Guarantors on related or other matters). The Company Each of the Issuer and the Guarantors 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, Issuer or the Guarantors, 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, experts or otherwise, and are not providing a recommendation or investment advice 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 and, as such, not intended for use by any individual person, family or household purposes; (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 hereby (x) waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Offering and (c) (y) agrees that none of the Company's engagement 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 has consulted its own legal, accounting, financial, regulatory and the process leading up tax advisors to the offering is as independent contractors extent deemed appropriate. 37 14. Notices, etc. All statements, requests, notices and not 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 other capacity. Furthermore, notice pursuant to Section 8(c) hereof, to the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective Director of whether any Litigation, Office of the Underwriters has advised or is currently advising General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019 and to BMO Capital Markets Corp., 151 West 42nd Street, 32nd Floor, New York, New York 10036, Attention: Equity Capital Markets Desk, with a copy to 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 Legal Department, Facsimile: (212) 702-1205; and (b) if to the Company, shall be delivered or sent by mail or electronic mail to the address of the Company set forth in connection the Registration Statement, Attention: Thomas J. Granite. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made by the Underwriters or counsel for the Underwriters on behalf of the Underwriters. A party may change its address for the purpose of receiving all statements, requests, notices and agreements by delivery of written notice of such address change in accordance with such transaction or the process leading thereto. provisions of this Section 15. View More
No Fiduciary Duty. The Company hereby acknowledges and agrees that in connection with the Offering or any other services the Underwriters 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 Underwriters: (a) no fiduciary or agency relationship between the purchase Company and sale any other person, on the one hand, and the Underwriters, on the other hand, ex...ists; (b) the Underwriters are not acting as advisors, experts or otherwise and are not providing a recommendation or investment advice, to the Company, including, without limitation, with respect to the determination of the Securities pursuant to this Agreement is an arm's-length commercial transaction public offering price of the Units, and such relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, based on arms-length negotiations and, as such, not intended for use by any individual for personal, family or household purposes; (c) any duties and obligations that the Underwriters may have to the Company 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. The Company hereby (x) waives any affiliate through which it claims that the Company may be acting, on the other, (b) have against the Underwriters are acting as principal with respect to any breach of fiduciary duty in connection with the Offering and not as an agent or fiduciary (y) agrees that none of the Company and (c) the Company's engagement 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 has consulted its own legal, accounting, financial, regulatory and the process leading up tax advisors to the offering is as independent contractors extent deemed appropriate. 39 14. Notices, etc. All statements, requests, notices and not 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 other capacity. Furthermore, 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 to Code Advisors LLC, 921 Front Street, San Francisco, California 94111, Attention: General Counsel (Fax: (415) 659-8051) (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: Chief Financial Officer (E-mail: will@theproductionboard.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 Barclays Capital Inc. on behalf of 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 Guarantor acknowledge and agree that (a) the purchase and sale of the Securities Senior Notes pursuant to this Senior Notes Purchase Agreement is an arm's-length commercial transaction between the Company, Company and the Guarantor, on the one hand, and the Underwriters several Purchasers and any affiliate through which it any Purchaser may be acting, on the other, (b) in connection therewith and with the Underwriters are process leading to such transactio...n each Purchaser is acting solely as principal and not as an agent or fiduciary of the Company and or the Guarantor, (c) the Company's engagement no Purchaser has assumed an advisory or fiduciary responsibility in favor of the Underwriters in connection Company or the Guarantor with respect to the offering and transactions contemplated hereby or 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 thereto (irrespective of whether any of the Underwriters such Purchaser has advised or is are currently advising the Company or the Guarantor on related other matters) or any other matters). obligation to the Company or the Guarantor except the obligations expressly set forth in this Senior Notes Purchase Agreement, (d) the Purchasers may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantor, and (e) the Company and the Guarantor have consulted their own legal and financial advisors to the extent it has deemed appropriate. The Company agrees and the Guarantor agree that it they will not claim that the Underwriters Purchasers have rendered advisory services of any nature or respect, or owe an agency, a fiduciary or similar duty to the Company, Company or the Guarantor, in connection with such transaction transactions or the process leading thereto. View More
No Fiduciary Duty. The Company Parties hereby acknowledges acknowledge that (a) the purchase and sale of the Securities Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, Company Parties, on the one hand, and the Underwriters Managers and any affiliate affiliates through which it may be acting, on the other, (b) the Underwriters Managers are acting solely as principal sales agents and/or principals in connection with the purchase and sale of the Shares and not as an ag...ent or fiduciary fiduciaries of the Company and Parties, (c) the Company's engagement of the Underwriters Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. capacity and (d) none of the activities of the Managers in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Managers with respect to any entity or natural person. Furthermore, the Company agrees 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 Managers have advised or is are currently advising the Company Parties on related or other matters). The Company agrees Parties agree that it they will not claim that the Underwriters Managers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company Parties, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto. 34 13. Research Analyst Independence. The Company Parties acknowledge that the Managers' respective 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 Managers' respective 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 Class C Common Stock and/or the offering that differ from the views of their respective investment banking division. The Company Parties hereby waive and release, to the fullest extent permitted by law, any claims that the Company Parties may have against any of the Managers with respect to any conflict of interest that may arise from the fact that the views expressed by its respective independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Parties by the Managers' investment banking division. The Company Parties acknowledge that the Managers are full service securities firms and as such from time to time, subject to applicable securities laws, may effect transactions for their own account or the account of their 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 Each of the Issuer and the Guarantors 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, Issuer and the Guarantors, on the one hand, and the Underwriters and any affiliate through which it any of them 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 Guarantors and (c) the Company's Issuer'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 Issuer and the Guarantors 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 or the Guarantors on related or other matters). The Company Each of the Issuer and the Guarantors 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, Issuer or the Guarantors, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company and the Selling Stockholder 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, Company and the Selling Stockholder, on the one hand, and the Underwriters Underwriter and any affiliate through which it may be acting, on the other, (b) the Underwriters are Underwriter is acting as principal and not as an agent or fiduciary of the Company or the Selling Stockholder and... (c) the Company's engagement of the Underwriters Underwriter by the Company and the Selling Stockholder 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 and the Selling Stockholder agrees, severally and not jointly and severally, that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company or the Selling Stockholder on related or other matters). The Each of the Company agrees and the Selling Stockholder agrees, severally and not jointly and severally, that it will not claim that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, it, in connection with such transaction or the process leading thereto. offering. View More
