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) the purchase and in connection with this offering, sale of the Securities pursuant Stock or any other services the Agent may be deemed to this Agreement 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 Agent: (a) no fiduciary or agency relationship between the Company and any other person, on the one h...and, and the Agent, on the other, exists; (b) the Agent is an arm's-length commercial transaction not acting as advisors, expert or otherwise, 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, Agent, 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 Agent may have to 30 the Company shall be limited to those duties and not as an agent or fiduciary obligations specifically stated herein; and (iv) the Agent and its affiliates may have interests that differ from those of the Company. The Company and (c) hereby waives any claims that the Company's engagement Company may have against the Agent with respect to any breach of the Underwriters fiduciary duty in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. this offering. View More
No Fiduciary Duty. The Company 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 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 or the Selling Stockholder and (c) the Company's eng...agement 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 and the Selling Stockholder 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 have advised or is are currently advising the Company or the Selling Stockholder on related or other matters). The Company agrees and the Selling Stockholder 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, Company or the Selling Stockholder, in connection with such transaction or the process leading thereto. 27 15. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholder and the Underwriters, or any of them, with respect to the subject matter hereof (for the avoidance of doubt, other than the Shareholders Agreement, dated as of February 3, 2015, among the Company, the Selling Stockholder and the other parties thereto). View More
No Fiduciary Duty. The Each of the Company and the Operating Partnership hereby acknowledges and agrees 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 Operating Partnership on the one hand, and the Underwriters and any affiliate 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 or the Operating Partnership and ...(c) the Company's engagement of the Underwriters by the Company and the Operating Partnership in connection with the offering and the process leading up to the offering is 25 as independent contractors and not in any other capacity. Furthermore, each of the Company and the Operating Partnership 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 or the Operating Partnership on related or other matters). The Each of the Company and the Operating Partnership agrees that it will not claim that any of the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company or the Operating Partnership, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Each of the Company and the Operating Partnership 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 Operating Partnership, 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 or the Operating Partnership and (c) the Company's an...d the Operating Partnership'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 and the Operating Partnership 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 or the Operating Partnership on related or other matters). The Each of the Company and the Operating Partnership 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, Company or the Operating Partnership, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Each of the Company hereby and the Guarantors 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 fiduci...ary or agency relationship between the Company, the Guarantors 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 any of the Company or the Guarantors, 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 Guarantors, 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 Guarantors 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 Guarantors. Each of the Company and the Guarantors hereby waives any claims that the Company or the Guarantors 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 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 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 or the Selling Stockholder and (c) the Company's and the ...Selling Stockholder'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 and the Selling Stockholder 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 or the Selling Stockholder on related or other matters). The Company agrees and the Selling Stockholder 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, Company or the Selling Stockholder, 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 Company, on parties or any oral representations or assurances previously or subsequently made by the one hand, and the Underwriters and any affili...ate 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) Underwriters: (a) the Company's engagement of the Underwriters in connection with the offering Offering and the process leading up to the offering Offering is as independent contractors and not in any other capacity. Furthermore, capacity, and no fiduciary or agency relationship between the Company agrees 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 or its shareholders, creditors, employees or any other person, 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, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that it is solely responsible for making its own judgments 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 waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with the offering (irrespective Offering. None of whether any the activities of the Underwriters has advised in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or is currently advising the Company on related or other matters). The Company agrees that it will not claim that solicitation of any action by the Underwriters have rendered advisory services with respect to any entity or natural person. 41 14. Notices, etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to: (i) CLSA Limited, 18/F, One Pacific Place, 88 Queensway, Hong Kong, Attention: Nathan McMurtray / Equity Capital Markets (Fax: +852 2169 0801); and (ii) 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 nature or respect, or owe an agency, fiduciary or similar duty 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 or electronic mail to the address of the Company set forth in connection the Registration Statement, Attention: Peter Vessenes, Chief Executive Officer. 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 on behalf of the Underwriters by the Representatives or counsel for 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 14. View More
No Fiduciary Duty. The Each of the Company and the Operating Partnership hereby acknowledges and agrees 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 Operating Partnership on the one hand, and the Underwriters and any affiliate 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 or the Operating Partnership and ...(c) the Company's engagement of the Underwriters by the Company and the Operating Partnership 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 Operating Partnership 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 or the Operating Partnership on related or other matters). The Each of the Company and the Operating Partnership 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, Company or the Operating Partnership, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company 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, Company and the Selling Stockholders, on the one hand, and the Underwriters each Underwriter and any affiliate through which it may be acting, on the other, (b) the Underwriters are each Underwriter is acting as principal and not as an agent or fiduciary of the Company or the 31 Selling ...Stockholders and (c) the Company's engagement of each Underwriter by the Underwriters Company and the Selling Stockholders 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, the Company agrees 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 Underwriter has advised or is currently advising the Company or the Selling Stockholders on related or other matters). The Company agrees and the Selling Stockholders agree that it they will not claim that the Underwriters have any Underwriter has rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, them, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Each of the Company and the Operating Partnership 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 Operating Partnership 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 or the Operating Partnership and (c) the Company's eng...agement of the Underwriters by the Company and the Operating Partnership 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 Operating Partnership 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 or the Operating Partnership on related or other matters). The Each of the Company and the Operating Partnership 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, Company or the Operating Partnership, in connection with such transaction or the process leading thereto. View More
