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 Partnership hereby acknowledges that (a) the purchase and sale of the Securities Units pursuant to this Agreement is an arm's-length commercial transaction 30 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 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 Each of the Company and the Operating 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, Company and the Operating Partnership, on the one hand, and the Underwriters Agent and any affiliate through which it may be acting, on the other, (b) the Underwriters are Agent is acting solely as sales agent and/or principal in connection with the purchase and sale of the Compa...ny's securities and not as an agent or a fiduciary of the Company or the Operating Partnership and (c) the Company's engagement of the Underwriters Agent 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 Agent has advised or is currently advising the Company or the Operating Partnership on related or other matters). The Each of the Company and the Operating Partnership agrees that it will not claim that the Underwriters have Agent has rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, 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 shareholders, managers, employees or creditors. 33 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 in connection with the offering is a full service securities firm and the process leading up as such, from time to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible time, subject to applicable securities laws, may effect transactions for making its own judgments account or the account of its customers and hold long or short positions in connection with the offering (irrespective of whether any debt or equity securities of the Underwriters has advised or is currently advising companies that are the Company on related or other matters). The Company agrees that it will not claim that subject of 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. transactions contemplated by this Agreement. 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, 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 in connection with the offering is a full service securities firm and the process leading up as such, from time to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible time, subject to applicable securities laws, may effect transactions for making its own judgments account or the account of its customers and hold long or short positions in connection with the offering (irrespective of whether any debt or equity securities of the Underwriters has advised or is currently advising companies that are the Company on related or other matters). The Company agrees that it will not claim that subject of 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. transactions contemplated by this Agreement. 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. 19. Research Analyst Independence. The Company acknowledge 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 in connection with the offering is a full service securities firm and the process leading up as such, from time to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible time, subject to applicable securities laws, may effect transactions for making its own judgments account or the account of its customers and hold long or short positions in connection with the offering (irrespective of whether any debt or equity securities of the Underwriters has advised or is currently advising companies that are the Company on related or other matters). The Company agrees that it will not claim that subject of 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. transactions contemplated by this Agreement. 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 in connection with the offering is a full service securities firm and the process leading up as such, from time to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible time, subject to applicable securities laws, may effect transactions for making its own judgments account or the account of its customers and hold long or short positions in connection with the offering (irrespective of whether any debt or equity securities of the Underwriters has advised or is currently advising companies that are the Company on related or other matters). The Company agrees that it will not claim that subject of 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. transactions contemplated by this Agreement. View More
No Fiduciary Duty. The Company and the Guarantor 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 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 the 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 agrees and the Guarantor 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 Guarantor on related or other matters). The Company agrees and the Guarantor agree 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 Guarantor, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and in connection with this offering, sale of the Securities pursuant or any other services the Underwriters may be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship betw...een the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (ii) 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 Securities, and such 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 and based on arms-length negotiations; (iii) 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 or obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. 19 12. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and (c) the Company's engagement of the Underwriters set forth in connection with the offering or made pursuant to this Agreement will remain in full force and the process leading up to the offering is as independent contractors and not in effect, regardless of any other capacity. Furthermore, investigation made by or on behalf of any Underwriter or the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether or any of the Underwriters has advised officers, directors, employees, agents or is currently advising controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Company on related Securities. The provisions of Sections 8 and 10(b) hereof shall survive the termination or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services cancellation 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 Agreement. View More
No Fiduciary Duty. The Company hereby acknowledges that (a) and agrees that: (i) the purchase and sale of the Securities Notes pursuant to this Agreement Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm's-length arm's length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, several Underwriters, on the other, (b) other hand, and the Underwriters are...Company is capable of evaluating, and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement, (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not as an the advisor, agent or fiduciary of the Company and (c) the Company's engagement Company, any of its affiliates or any person or entity, (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Underwriters in connection Company with respect to any of the offering and transactions contemplated hereby or 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 thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company on related other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or other matters). The Company agrees that it will not claim that fiduciary relationship, and (v) the Underwriters have rendered advisory services of not provided any nature legal, accounting, regulatory or respect, or owe an agency, fiduciary or similar duty tax advice with respect to the Company, in connection offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. 16 13. Entire Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with such transaction respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or the process leading thereto. alleged breach of agency or fiduciary duty. View More
No Fiduciary Duty. The Company and Guarantor 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 Guarantor, on the one hand, and the Underwriters Initial Purchasers and any affiliate through which it they 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 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 agrees and the Guarantor 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 Guarantor on related or other matters). The Company agrees and the Guarantor agree 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 Guarantor, in connection with such transaction or the process leading thereto. View More
