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 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 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 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 Selling Sto...ckholders 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 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 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. 26 15. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Operating Partnership, on the one hand, and the Underwriters, on the other, or any of them, with respect to the subject matter hereof. View More
No Fiduciary Duty. The Each of the Company and each Selling Stockholder 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 or 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 any Selling Stockholder and (c) the Company's engagement o...f 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 each Selling Stockholder 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 any Selling Stockholder on related or other matters). The Each of the Company and each Selling Stockholder 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 such Selling Stockholder, as the case may be, 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 hand, 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, on the other hand, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company 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 (e) does not constitute a solicitation of any affiliate through which it action by the Underwriters. The Company hereby (x) waives any 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 this offering and not as an agent or fiduciary (y) agree 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. Each of the Company has consulted their own legal, accounting, financial, regulatory and the process leading up tax advisors to the offering is as independent contractors extent deemed appropriate. 36 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 (a) if to the Company, shall be delivered or sent by mail or facsimile transmission 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: James Travers (Fax: (212) 818-8881). 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. 15. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company on related or other matters). The and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company agrees that it will not claim that contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters have rendered advisory services and each person or persons, if any, who control any Underwriter within the meaning of any nature or respect, or owe an agency, fiduciary or similar duty Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors of the Company, the officers of the Company who have signed the Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in connection with such transaction this Agreement is intended or shall be construed to give any person, other than the process leading thereto. persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. 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 hand, 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, on the other hand, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company 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 (e) does not constitute a solicitation of any affiliate through which it action by the Underwriters. The Company hereby (x) waives any 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 this offering and not as an agent or fiduciary (y) agree 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. Each of the Company has consulted their own legal, accounting, financial, regulatory and the process leading up tax advisors to the offering is as independent contractors extent deemed appropriate. 36 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 100191; and (b) if to the Company, shall be delivered or sent by mail or facsimile transmission 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: [●] (Fax: [●])2. 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. 15. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company on related or other matters). The and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company agrees that it will not claim that contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters have rendered advisory services and each person or persons, if any, who control any Underwriter within the meaning of any nature or respect, or owe an agency, fiduciary or similar duty Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors of the Company, the officers of the Company who have signed the Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in connection with such transaction this Agreement is intended or shall be construed to give any person, other than the process leading thereto. persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. View More
No Fiduciary Duty. The Company hereby acknowledges that (a) Notwithstanding any pre-existing relationship, advisory or otherwise, between the purchase and sale parties or any oral representations or assurances previously or subsequently made by any of the Securities pursuant to this Agreement is an arm's-length commercial transaction Underwriters, the Company acknowledges and agrees that (i) nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the Underwriters, o...n the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the Shares or any affiliate through which other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms' length negotiations and the Company understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the price to the public and the purchase price paid to the Company for the shares and such interests may differ from the interests of the Company, and the Underwriters have no obligation to disclose, or account to the Company for any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims it may be acting, on the other, (b) have against the Underwriters are acting as principal with respect to any breach or alleged breach of fiduciary duty and not as an agent agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors. -30- 17. Research Analyst Independence. The Company acknowledges that (a) the Underwriters' research analysts and (c) 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 Company's engagement 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 hereby waives and releases, 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 by any Underwriter's investment banking division. The Company acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in connection with debt or equity securities of the offering companies that are the subject of the transactions contemplated by this Agreement. -31- Please confirm that the foregoing correctly sets forth the agreement among the Company and the process leading up to the offering is several Underwriters. Very truly yours, ADMA BIOLOGICS, INC. /s/ Adam Grossman President and Chief Executive Officer CONFIRMED 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 date first above mentioned, on behalf of the Representative and the other several Underwriters has advised or is currently advising the named in Schedule I hereto. RAYMOND JAMES & ASSOCIATES, INC. By: /s/ Edward Newman Authorized Representative -32- SCHEDULE I Underwriters Name Number Firm Shares Raymond James & Associates, Inc. Laidlaw & Company on related or other matters). (UK) Ltd. Maxim Group LLC TOTAL: 980,000 122,500 122,500 1,225,000 -33- SCHEDULE II Time of Sale Information Issuer Free Writing Prospectus: None. Pricing Information: 1. The Company agrees that it will not claim that the Underwriters have rendered advisory services is selling 1,225,000 shares 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. Common Stock. View More
No Fiduciary Duty. The Company and the Selling Shareholder 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 Shareholder 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 Shareholder and... (c) the Company's engagement of the Underwriters Underwriter 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 Shareholder 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 and the Selling Shareholder on related or other matters). The Company agrees and the Selling Shareholder agree that it each will not claim that the Underwriters Underwriter have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company and the Selling Shareholder in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company hereby acknowledges that (a) Notwithstanding any pre-existing relationship, advisory or otherwise, between the purchase and sale parties or any oral representations or assurances previously or subsequently made by any of the Securities pursuant to this Agreement is an arm's-length commercial transaction Underwriters, the Company acknowledges and agrees that (i) nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the Underwriters, o...n the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the Shares or any affiliate through which other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms' length negotiations and the Company understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the price to the public and the purchase price paid to the Company for the shares and such interests may differ from the interests of the Company, and the Underwriters have no obligation to disclose, or account to the Company for any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims it may be acting, on the other, (b) have against the Underwriters are acting as principal with respect to any breach or alleged breach of fiduciary duty and not as an agent agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its stockholders, directors, employees or creditors. 30 17. Research Analyst Independence. The Company acknowledges that (a) the Underwriters' research analysts and (c) 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 Company's engagement 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 hereby waives and releases, 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 by any Underwriter's investment banking division. The Company acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in connection with debt or equity securities of the offering companies that are the subject of the transactions contemplated by this Agreement. 31 Please confirm that the foregoing correctly sets forth the agreement among the Company and the process leading up several Underwriters. Very truly yours, ADMA BIOLOGICS, INC. /s/ Adam S. Grossman President and Chief Executive Officer CONFIRMED as of the date first above mentioned, on behalf of the Representative and the other several Underwriters named in Schedule I hereto. RAYMOND JAMES & ASSOCIATES, INC. By: /s/ Ed Newman Authorized Representative SCHEDULE I Name Number of Firm Shares to the offering Public Raymond James & Associates, Inc. 5,523,012 Oppenheimer & Co. Inc. 2,092,050 Chardan Capital Markets, LLC 753,138 Total 8,368,200 SCHEDULE II Issuer Free Writing Prospectus None. SCHEDULE III Pricing Terms 1.The Company 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 selling 8,368,200 shares 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. Common Stock. View More
No Fiduciary Duty. The Company 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, 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 Partnership and (c) the Company's Partnership's engagement of the Underwriters in connection with the offerin...g 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 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 rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Partnership, in connection with such transaction or the process leading thereto. 25 15. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Partnership and the Underwriters, or any of them, with respect to the subject matter hereof. View More
