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 Partnership Parties acknowledge and agree 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 Company, parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) ...no fiduciary or agency relationship between any Partnership Party, any affiliate of a Partnership Party or any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, exists; (b) the Underwriters are not acting as principal and not as an agent advisors, expert or fiduciary 33 otherwise, to the Partnership Parties or any of their affiliates, including, without limitation, with respect to the determination of the Company and (c) the Company's engagement public offering price of the Securities, and such relationship between the Partnership Parties or any of their affiliates, 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 the Underwriters may have to the Partnership Parties or their affiliates 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 Partnership Parties and their affiliates. Each Partnership Party hereby waives, on its own behalf and on behalf of its affiliates, any claims that the Partnership Parties or any of their affiliates may have against any Underwriter with respect to any breach or alleged 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 hereby acknowledges Partnership Parties acknowledge and agree 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 Company, parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) ...no fiduciary or agency relationship between any Partnership Party, any affiliate of a Partnership Party or any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, exists; (b) the Underwriters are not acting as principal and not as an agent advisors, expert or fiduciary otherwise, to the Partnership Parties or any of their affiliates, including, without limitation, with respect to the determination of the Company and (c) the Company's engagement public offering price of the Securities, and such relationship 33 between the Partnership Parties or any of their affiliates, 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 the Underwriters may have to the Partnership Parties or their affiliates 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 Partnership Parties and their affiliates. Each Partnership Party hereby waives, on its own behalf and on behalf of its affiliates, any claims that the Partnership Parties or any of their affiliates may have against any Underwriter with respect to any breach or alleged 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 hereby acknowledges Selling Shareholder and the Partnership Parties acknowledge and agree that (a) the purchase in connection with this offering and sale of the Securities pursuant Shares 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, parties or any oral representations or assurances previously or subsequen...tly made by the Underwriters: (i) no fiduciary or agency relationship between the Selling Shareholder, the Partnership Parties and any other person, on the one hand, and the Underwriters, on the other hand, exists; (ii) the Underwriters are not acting as advisors, expert or otherwise, to the Selling Shareholder, the Partnership Parties, including, without limitation, with respect to the determination of the public offering price of the Shares, and any affiliate through which it may be acting, such relationship between the Selling Shareholder and the Partnership Parties , on the one hand, and the Underwriters, on the other, (b) is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters are acting as principal may have to the Selling Shareholder and not as an agent or fiduciary Partnership Parties 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 Selling Shareholder and (c) the Company's engagement of Partnership Parties. The Selling Shareholder and the Partnership Parties hereby waive any claims that they 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 hereby acknowledges Partnership Parties acknowledge and agree 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 Company, parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) ...no fiduciary or agency relationship between any Partnership Party, any affiliate of a Partnership Party or any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, exists; (b) the Underwriters are not acting as principal and not as an agent advisors, expert or fiduciary otherwise, to the Partnership Parties or any of their affiliates, including, without limitation, with respect to the determination of the Company and (c) the Company's engagement public offering price of the Securities, and such relationship between the Partnership Parties or any of their affiliates, 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 the Underwriters may have to the Partnership Parties or their affiliates 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 Partnership Parties and their affiliates. Each Partnership Party hereby waives, on its own behalf and on behalf of its affiliates, any claims that the Partnership Parties or any of their affiliates may have against any Underwriter with respect to any breach or alleged 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 Escrow Issuer, the Company hereby acknowledges and the Guarantors acknowledge and agree that (a) in connection with this offering, or any other services the purchase and sale of the Securities pursuant Initial Purchasers 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 Initial... Purchasers: (a) no fiduciary or agency relationship between the Escrow Issuer, the Company, any Guarantor and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Initial Purchasers, on the other, exists; (b) the Underwriters Initial Purchasers are not acting as principal advisors, expert or otherwise, to the Escrow Issuer, the Company or the Guarantors, including, without limitation, with respect to the determination of the purchase price of the Notes, and not as an agent or fiduciary of such relationship between the Escrow Issuer, the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Company's engagement Initial Purchasers may have to the Escrow Issuer, the Company and the Guarantors shall be limited to those duties and obligations specifically stated herein; (d) the Initial Purchasers and their respective affiliates may have interests that differ from those of the Underwriters Escrow Issuer, the Company and the Guarantors; and (e) the Escrow Issuer, the Company and the Guarantors have consulted their own legal and financial advisors to the extent they deemed appropriate. The Escrow Issuer, the Company and the Guarantors hereby waive any claims that the Escrow Issuer, the Company and the Guarantors may have against the Initial Purchasers with respect to any breach of fiduciary duty in connection with the offering Notes. 40 19. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one 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. same instrument. View More
No Fiduciary Duty. The Company hereby acknowledges that (a) Notwithstanding any preexisting 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 Partnership Parties acknowledge and agree that (i) nothing herein shall create a fiduciary or agency relationship between the Company, Partnership Parties, on the one... hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, (b) other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as principal and not as an agent advisors, expert or fiduciary of otherwise, to the Company and (c) the Company's engagement of the Underwriters Partnership Parties in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Partnership Parties, on the one hand, and the process leading up to Underwriters, on the offering other hand, is as independent contractors entirely and not in any other capacity. Furthermore, solely commercial, and the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any price of the Units was established by the Partnership Parties and the Underwriters has advised or is currently advising based on discussions and arms' length negotiations and the Company on related or other matters). The Company agrees that it will not claim Partnership Parties understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any duties and obligations that the Underwriters may have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Partnership Parties shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in connection this Agreement to the contrary, the Partnership Parties acknowledge that the Underwriters may have financial interests in the success of this offering that are not limited to the difference between the price to the public and the purchase price paid to the Partnership by the Underwriters for the Units and that such interests may differ from the interests -33- of the Partnership Parties. The Partnership Parties hereby waive and release, to the fullest extent permitted by applicable law, any claims that the Partnership Parties may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Partnership Parties in respect of such transaction a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the process leading thereto. Partnership Parties or any of their respective members, managers, employees or creditors. View More
No Fiduciary Duty. The Company hereby acknowledges Partnership Parties and the Selling Unitholders acknowledge and agree that (a) the purchase and in connection with this offering, sale of the Securities pursuant Units or any other services the Underwriter may be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the Company, parties or any oral representations or assurances previously or subsequent...ly made by the Underwriter: (i) no fiduciary or agency relationship between the Partnership Parties, the Selling Unitholders and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriter, on the other, (b) exists; (ii) the Underwriters are Underwriter is not acting as principal and not as an agent advisor, expert or fiduciary otherwise, to the Partnership Parties or the Selling Unitholders, including, without limitation, with respect to the determination of the Company and (c) the Company's engagement public offering price of the Underwriters Units, and 37 such relationship between the Partnership Parties and the Selling Unitholders, on the one hand, and the Underwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriter may have to the Partnership Parties or the Selling Unitholders shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriter and its affiliates may have interests that differ from those of the Partnership Parties and the Selling Unitholders. The Partnership Parties and the Selling Unitholders hereby waive any claims that it may have against the Underwriter 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 Escrow Issuer, the Company hereby acknowledges and the Guarantors acknowledge and agree that (a) in connection with this offering, or any other services the purchase and sale of the Securities pursuant Initial Purchasers 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 Initial... Purchasers: (a) no fiduciary or agency relationship between the Escrow Issuer, the Company, any Guarantor and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Initial Purchasers, on the other, exists; (b) the Underwriters Initial Purchasers are not acting as principal advisors, expert or otherwise, to the Escrow Issuer, the Company or the Guarantors, including, without limitation, with respect to the determination of the purchase price of the Notes, and not as an agent or fiduciary of such relationship between the Escrow Issuer, the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Company's engagement Initial Purchasers may have to the Escrow Issuer, the Company and the Guarantors shall be limited to those duties and obligations specifically stated herein; (d) the Initial Purchasers and their respective affiliates may have interests that differ from those of the Underwriters Escrow Issuer, the Company and the Guarantors; and (e) the Escrow Issuer, the Company and the Guarantors have consulted their own legal and financial advisors to the extent they deemed appropriate. The Escrow Issuer, the Company and the Guarantors hereby waive any claims that the Escrow Issuer, the Company and the Guarantors may have against the Initial Purchasers 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. Notes. View More
No Fiduciary Duty. The Company hereby acknowledges that (a) Notwithstanding any preexisting 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 Partnership Parties acknowledge and agree that (i) nothing herein shall create a fiduciary or agency relationship between the Company, Partnership Parties, on the one... hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, (b) other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as principal and not as an agent advisors, expert or fiduciary of otherwise, to the Company and (c) the Company's engagement of the Underwriters Partnership Parties in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Partnership Parties, on the one hand, and the process leading up to Underwriters, on the offering other hand, is as independent contractors entirely and not in any other capacity. Furthermore, solely commercial, and the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any price of the Units was established by the Partnership Parties and the Underwriters has advised or is currently advising based on discussions and arms' length negotiations and the Company on related or other matters). The Company agrees that it will not claim Partnership Parties understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any duties and obligations that the Underwriters may have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Partnership Parties shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in connection this Agreement to the contrary, the Partnership Parties acknowledge that the Underwriters may have financial interests in the success of this offering that are not limited to the difference between the price to the public and the purchase price paid to the Partnership by the Underwriters for the Units and that such interests may differ from the interests of the Partnership Parties. The Partnership Parties hereby waive and release, to the fullest extent permitted by applicable law, any claims that the Partnership Parties may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Partnership Parties in respect of such transaction a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the process leading thereto. Partnership Parties or any of their respective members, managers, employees or creditors. 43 16. Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK. This Agreement may be signed in various counterparts, which together shall constitute one and the same instrument. View More
No Fiduciary Duty. The Company hereby acknowledges Partnership Parties acknowledge and agree that (a) the purchase and in connection with this 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, parties or any oral representations or assurances previously or subsequently made by the Underwriters...: (i) no fiduciary or agency relationship between the Partnership Parties 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 and not as an agent advisors, expert or fiduciary otherwise, to the Partnership Parties, including, without limitation, with respect to the determination of the Company and (c) the Company's engagement public offering 33 price of the Units, and such relationship between the Partnership Parties, 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 Partnership Parties 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 Partnership Parties. The Partnership Parties hereby waive any claims that the Partnership Parties 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
