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 that (a) the purchase and sale of the Securities Purchased Bonds 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 principals and not as an agent agents or fiduciary fiduciaries 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. thereto.16. Research Analyst Independence. The Company and the Underwriters acknowledge that the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering of the Securities 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 the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters' investment banking divisions. 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 debt securities of the Company.17. Patriot Act Acknowledgment. The parties hereto acknowledge that in accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.18. Interpretation When No Representatives. In the event no Underwriters are named in Schedule II hereto, the term "Underwriters" shall be deemed for all purposes of this Agreement to be the Representative or Representatives named as such in Schedule I hereto, the principal amount of the Purchased Bonds to be purchased by any such Underwriter shall be that set opposite its name in Schedule I hereto and all references to the "Underwriters" shall be deemed to be the Representative or Representatives named in Schedule I hereto.19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.20. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. View More
No Fiduciary Duty. The Each of the Company and the 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, on the one hand, Selling Stockholder 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 engagement of the Underwr...iters 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 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 Each of the Company and the Selling Stockholders 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 Selling Stockholder, 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 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 or the Selling Stockholders ...and (c) the Company's engagement of the Underwriters Underwriter by the 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 will not claim that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, them, in connection with such transaction or the process leading thereto. 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 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
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 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 or the Selling Stockholder 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 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 Underwriter has advised or is currently advising the Company or the Selling Stockholder on related or other matters). The Company agrees and the Selling Stockholder agree that it they will not claim that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company or the Selling Stockholder, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company Issuer hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, Issuer, 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 Issuer and (c) the Company's Issuer's engagement of the Underwriters in connection with the offering and the process le...ading up to the offering is as independent contractors and not in any other 25 capacity. Furthermore, the Company Issuer agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company Issuer on related or other matters). The Company Issuer agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Issuer, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company Issuer hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Underwriting Agreement is an arm's-length commercial transaction between the Company, Issuer, 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 Issuer and (c) the Company's Issuer's engagement of the Underwriters in connection with the offering and t...he process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company Issuer agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company Issuer on related or other matters). The Company Issuer agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Issuer, in connection with such transaction or the process leading thereto. 22 16. Integration. This Underwriting Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the Underwriters, or any of them, with respect to the subject matter hereof. View More
No Fiduciary Duty. The Company Issuer hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Underwriting Agreement is an arm's-length commercial transaction between the Company, Issuer, 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 Issuer and (c) the Company's Issuer's engagement of the Underwriters in connection with the offering and t...he process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company Issuer agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company Issuer on related or other matters). The Company Issuer agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Issuer, in connection with such transaction or the process leading thereto. 24 16. Integration. This Underwriting Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the Underwriters, or any of them, with respect to the subject matter hereof. View More
No Fiduciary Duty. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters or the Company, the Underwriters and the Company hereby acknowledges acknowledge and agree that (a) in connection with this offering, the purchase and sale of the Offered Securities pursuant or any other services the Underwriters may be deemed to this Agreement is an arm's-length commercial transaction be provid...ing hereunder: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as agents of, or advisors, experts or otherwise to, the Company, including, without limitation, with respect to the determination of the public offering price of the Offered Securities; (c) the relationship between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, (b) is entirely and solely commercial, based on arms-length negotiations; (d) any duties and obligations that the Underwriters are acting as principal may have to the Company shall be limited to those duties and not as an agent obligations specifically stated herein; and (e) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty. 30 12. Reimbursement of Underwriters' Expenses. If the Company shall fail to tender the Offered Securities for delivery to the Underwriters by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company shall reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and (c) the Company's engagement disbursements of counsel) incurred by the Underwriters in connection with the offering this Agreement and the process leading up proposed purchase of the Offered Securities, and upon demand the Company shall pay the full amount thereof to the offering Representatives. Notwithstanding the preceding sentence, if this Agreement is as independent contractors and not in any other capacity. Furthermore, terminated pursuant to Section 10 hereof by reason of the default of one or more Underwriters, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective shall not be obligated to reimburse any defaulting Underwriter on account 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. those expenses. 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 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 Stockholders and (c) the Company's engag...ement 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 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 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 rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company or the Selling Stockholders, in connection with such transaction or the process leading thereto. 28 19. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Selling Stockholders and the Underwriters, or any of them, with respect to the subject matter hereof. View More
