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 the Guarantors acknowledge and agree that (a) the purchase and in connection with this offering, sale of the Securities pursuant Notes 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 25 subsequently made by the Underwriters: (a) n...o fiduciary or agency relationship between the Company, 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, has been created in connection with the purchase, offering and sale of the Notes; (b) the Underwriters are not acting as principal advisors, expert or otherwise, to either the Company or the Guarantors with respect to the determination of the offering price of the Notes, 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; (c) any duties and obligations that the Underwriters may have to the Company or fiduciary Guarantors in connection with this Agreement shall be limited to those duties and obligations specifically stated herein or created by law; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company and (c) the Company's engagement of Guarantors. The Company and the Guarantors hereby waive 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 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. 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. 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 Company on related or other matters). named in Schedule I hereto. RAYMOND JAMES & ASSOCIATES, INC. By: /s/ Edward Newman Authorized Representative Edward Newman Managing Director SCHEDULE I Underwriters Name Number Firm Shares Raymond James & Associates, Inc. 1,324,616 Ladenburg Thalmann & Co. Inc. 567,692 TOTAL: 1,892,308 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 1,892,308 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 each Guarantor 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 each Guarantor, on the one hand, and the Underwriters Initial Purchasers and any affiliate Affiliate through which it may be acting, on the other, (b) the Underwriters Initial Purchasers are acting as principal and not as an agent or fiduciary of the Company or any Guarantor and (c) the Company's ...engagement of the Underwriters Initial Purchasers 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 and each Guarantor agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters Initial Purchasers has advised or is currently advising the Company or any Guarantor on related or other matters). The Company and each Guarantor agrees that it will not claim that the Underwriters Initial Purchasers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company or any Guarantor in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company Partnership hereby acknowledges that (a) the purchase and sale of the Securities Shares 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 ...offering 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. View More
No Fiduciary Duty. The Company and the Selling Shareholder hereby acknowledges acknowledge that (a) the purchase and sale of the Securities Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, Company and the Selling Shareholder, 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 Selling Shareholder and (c) the C...ompany's engagement of the Underwriters by the Company and the Selling Shareholder 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 Shareholder 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 Shareholder on related or other matters). The Company agrees and the Selling Shareholder 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, them, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company Partnership hereby acknowledges that (a) the purchase and sale of the Securities Units 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 they 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 offering 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. 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. View More
No Fiduciary Duty. The Company and the Guarantors 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 Guarantors, on the one hand, and the Underwriters Initial Purchasers and any affiliate Affiliate through which it may be acting, on the other, (b) the Underwriters Initial Purchasers are acting as principal and not as an agent or fiduciary of the Company or the Guarantors and (c) t...he Company's and the Guarantors' engagement of the Underwriters Initial Purchasers 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 Guarantors 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 Initial Purchasers has advised or is currently advising the Company or the Guarantors on related or other matters). The Company agrees and the Guarantors agree 23 that it they will not claim that the Underwriters Initial Purchasers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company or the Guarantors, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company hereby acknowledges and the Guarantors acknowledge and agree that (a) the purchase and in connection with this offering, sale of the Securities pursuant Notes 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 f...iduciary or agency relationship between the Company, 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, has been created in connection with the purchase, offering and sale of the Notes; (b) the Underwriters are not acting as principal advisors, expert or otherwise, to either the Company or the Guarantors with respect to the determination of the offering price of the Notes, 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; (c) any duties and obligations that the Underwriters may have to the Company or fiduciary Guarantors in connection with this Agreement shall be limited to those duties and obligations specifically stated herein or created by law; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company and (c) the Company's engagement of Guarantors. The Company and the Guarantors hereby waive 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 Issuers 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, Issuers, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are each acting as principal and not as an agent or fiduciary of the Company Issuers and (c) the Company's Issuers' 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 agrees Issuers agree that it is they are each solely responsible for 23 making its their own respective judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company Issuers on related or other matters). The Company agrees Issuers each 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, Issuers, in connection with such transaction or the process leading thereto. View More
