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 and the Selling Stockholder acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise and are not providing a recommendation or investment advice, 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, the Selling Stockholder, and any other person, on the one hand, and the Underwriters, on the other hand, exists; (b) the Underwriters are not acting as advisors, expert or otherwise and are not p roviding a recommendation or investment advice, to either the Company or the Selling Stockholder, including, without limitation, with respect to the determination of the offering price of the Stock, and such relationship between the Company and the Selling Stockholder, 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 or the Selling Stockholder 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 the Selling Stockholder; (e) the purchase and sale of the Securities Stock pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and does not constitute a recommendation, investment advice, or solicitation of any action by 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 (f) none of the Company and (c) the Company's engagement activities of the Underwriters in connection with the 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 Selling Stockholder hereby (x) waive any claims that the Company or the Selling Stockholder 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 process leading up to activities of 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 Underwriters in connection with the offering (irrespective transactions contemplated herein constitutes a recommendation, investment advice or solicitation of whether any action by the Underwriters with respect to any entity or natural person. Each of the Underwriters Company and the Selling Stockholder 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 consulted their own legal, accounting, financial, regulatory and tax advisors 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 that (a) the purchase and sale Each of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, Company and the Underwriters Guarantor acknowledges and any affiliate through which it may be acting, on the other, (b) agrees that the Underwriters are acting as principal solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantor with respect to the offering of Se...curities contemplated hereby (including in connection with determining the terms of such offering) and not as an agent financial advisors or fiduciary a fiduciaries to, or agents of, the Company, the Guarantor or any of their respective subsidiaries. Additionally, the Underwriters are not advising the Company, the Guarantor or any of their respective subsidiaries as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of the Securities or the process leading thereto (irrespective of whether the Underwriters have advised or are advising the Company or the Guarantor on other matters). The Underwriters advise that they and their affiliates are engaged in a broad range of securities and financial services and that they and their affiliates may enter into contractual relationships with purchasers or potential purchasers of the securities of the Company or the Guarantor or their respective affiliates and that some of these services or relationships may involve interests that differ from those of the Company and (c) the Company's engagement of Guarantor and need not be disclosed to the Underwriters in connection with the offering Company and the process leading up to Guarantor, unless otherwise required by law. The Company and the offering is as independent contractors Guarantor have consulted with their own advisors concerning such matters and not in any other capacity. Furthermore, the Company agrees that it is solely shall be responsible for making its their own judgments in connection with independent investigation and appraisal of the offering (irrespective of whether transactions contemplated hereby, and the Underwriters shall not have any responsibility or liability to the Company, the Guarantor or any of their respective subsidiaries or affiliates with respect thereto. Any review by the Underwriters has advised of the Company, the Guarantor, the transactions contemplated hereby or is currently advising other matters relating to such transactions will be 27 performed solely for the benefit of such Underwriters and shall not be on behalf of the Company on related or other matters). The the Guarantor. Each of the Company and the Guarantor waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that it will not claim that the Underwriters shall not have rendered advisory services of any nature liability (whether direct or respect, or owe an agency, fiduciary or similar duty indirect) to the Company, in connection with such transaction Company or the process leading thereto. Guarantor in respect of such a fiduciary duty claim. 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 26 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 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, 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 and the Selling Stockholder and (c) the Company...'s and the Selling Stockholder's engagement of the Underwriters Underwriter 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 and the Selling Stockholder agree that it each 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 Company agrees and the Selling Stockholder agree that it each will not claim that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company and the Selling Stockholder in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Each of the Company and the Selling Shareholders 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, Company and the Selling Shareholders, on the one hand, and the Underwriters Underwriter and any affiliate 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 a fiduciary of the Company or any Selling S...hareholder and (c) the Company's and the Selling Shareholders' engagement of the Underwriters Underwriter 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 and the Selling Shareholders agrees 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 Selling Shareholders on related or other matters). The Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the each of the Company and the Selling Shareholders has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Each of the Company and the Selling Shareholders agrees that it will not claim that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company or the Selling Shareholders, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company Company, the Operating Partnership and the Manager hereby acknowledges acknowledge and agree that (a) the purchase and sale of the Securities Notes pursuant to this Agreement is an arm's-length commercial transaction between the Company, Company and the Operating Partnership, on the one hand, and the Underwriters and any affiliate through which it they may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company Company, th...e Operating Partnership or the Manager and (c) the Company's and the Operating Partnership's engagement of the Underwriters in connection with the offering of the Notes 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 Manager agree that it each of them is solely responsible for making its their own judgments in connection with 26 the offering of the Notes (irrespective of whether any of the Underwriters has have advised or is are currently advising the Company Company, the Operating Partnership or the Manager on related or other matters). The Company Each of the Company, the Operating Partnership and the Manager 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 duty, to the Company, the Operating Partnership or the Manager, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and in connection with this offering, sale of the Securities pursuant Stock or any other services the Agents 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 Agents: (a) no fiduciary or agency relationship between th...e Company and any other person, on the one hand, and the Agents, on the other hand, exists; (b) the Agents are not acting as advisors, experts or otherwise are not providing a recommendation or investment advice, to the Company, including, without limitation, with respect to the determination of the terms of the offering of the Stock, and such relationship between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, Agents, on the other, (b) 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 are acting as principal Agents may have to the Company shall be limited to those duties and not as an agent or fiduciary obligations specifically stated herein; (d) the Agents and their affiliates may have interests that differ from those of the Company; and (e) this Agreement does not constitute a solicitation of any action by the Agents. The Company hereby (x) waives any claims that the Company may have against the Agents with respect to any breach of fiduciary duty in connection with this offering and (c) the Company's engagement (y) agrees that none of the Underwriters activities of the Agents in connection with the offering transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Agents 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 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 Company, the Operating Partnership and the Manager hereby acknowledges acknowledge and agree that (a) the purchase and sale of the Securities Notes pursuant to this Agreement is an arm's-length commercial transaction between the Company, Company and the Operating Partnership, on the one hand, and the Underwriters and any affiliate through which it they may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company Company, th...e Operating Partnership or the Manager and (c) the Company's and the Operating Partnership's engagement of the Underwriters in connection with the offering of the Notes 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 Manager agree that it each of them is solely responsible for making its their own judgments in connection with the offering of the Notes (irrespective of whether any of the Underwriters has have advised or is are currently advising the Company Company, the Operating Partnership or the Manager on related or other matters). The Company Each of the Company, the Operating Partnership and the Manager 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 duty, to the Company, the Operating Partnership or the Manager, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company Each of the Partnership Entities hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, Partnership Entities, on the one hand, and the Underwriters and any affiliate affiliates through which it they may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of any of the Company Partnership Entities and (c) the Company's Partnership E...ntities' engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, each of the Company Partnership Entities agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company Partnership Entities on related or other matters). The Company Each of the Partnership Entities agrees that it will not claim that any of the Underwriters have rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, Partnership Entities, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto. 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 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; (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; (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company; and (e) does not constitute a solicitation of any action by the Underwriters. 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. 40 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 (b) if to the Company, shall be delivered or sent by mail to 260 Mason Street, Greenwich, CT 06830, Attention: Sir Dr. Ralf Speth, Chief Executive Officer and Chairman of the Board of Directors. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether 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 Representative. 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
