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 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 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 and the Guarantors and (c) the Compan...y'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 Guarantors agree that it is they are 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 the Guarantors on related or other matters). The Company agrees and the Guarantors 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 Guarantors, 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 Stock 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 and are not providing a recommendation or investment advice, between the parties or any oral representations or assurances previously or subsequently made... by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other hand, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to either the Company, including, without limitation, with respect to the 34 determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, based on arms-length negotiations and, as such, not intended for use by any individual for personal, family or household purposes; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company; (e) the purchase and sale of the Stock pursuant to this Agreement does not constitute a recommendation, investment advice, or solicitation of any affiliate through which it may be acting, on the other, (b) action by the Underwriters are acting as principal and not as an agent or fiduciary (f) none of the Company and (c) the Company's engagement activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.. The Company hereby (x) waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering and (y) agree that none of the process leading up to activities of 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 Underwriters in connection with the offering (irrespective transactions contemplated herein constitutes a recommendation, investment advice or solicitation of whether any action by the Underwriters with respect to any entity or natural person. Each of the Underwriters Company 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 consulted their own legal, accounting, financial, regulatory and tax advisors to the Company, in connection with such transaction or the process leading thereto. extent deemed appropriate. 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 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) the Company...'s engagement by the Company 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 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 the Guarantors on related or other matters). The Company agrees and the Guarantors agree 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 and the Guarantors, 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 Notes 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 engagement of the Underwriters in connection with the offering and th...e 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 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 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 th...e 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 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, experts or otherwise, to either the Company in connection with this offering, the sale of the Shares or any affiliate through which it other services the Underwriters may be acting, on deemed to be providing hereunder, including, without limitation, with respect to the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary public offering price of the Company Shares, and (c) none of the Company's engagement activities of the Underwriters in connection with the offering transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person; (iii) the relationship between the Company, on the one hand, and the process leading up 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 offering is as independent contractors Company shall be limited to those duties and not obligations specifically stated herein; and (v) notwithstanding anything in any other capacity. Furthermore, 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 have against the Underwriters with respect to any breach or alleged breach of fiduciary duty and 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. 18. Research Analyst Independence. The Company acknowledges that (a) 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 (b) the 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 Class A 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 is solely responsible for making its own judgments in connection 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 offering (irrespective of whether views or advice communicated to the Company by any Underwriter's investment banking division. The Company acknowledges that each 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 a full service securities firm and as such, from time to the Company, in connection with such transaction time, subject to applicable securities laws, may effect transactions for its own account or the process leading thereto. account of its customers and hold long or short positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement. View More
No Fiduciary Duty. The Company 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, on the one hand, and the Underwriters Manager and any affiliate through which it may be acting, on the other, (b) the Underwriters are Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company's securities and not as an agent or a fiduciary of the Company and (c) the... Company's engagement of the Underwriters Manager 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 Manager 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 Manager has 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. 27 13. Integration. This Agreement and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Manager with respect to the subject matter hereof. Notwithstanding anything herein to the contrary, the letter agreements, respectively dated April 19, 2022 and the joinder thereto dated as of April 27, 2022, July 25, 2022 and December 5, 2022, by and between the Company and the Manager shall continue to be effective and the terms therein shall continue to survive and be enforceable by the Manager in accordance with the terms therein, provided that, in the event of a conflict between the terms of a letter agreement and this Agreement, the terms of this Agreement shall prevail. 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 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 engageme...nt of the Underwriters by the Company and the Selling Stockholder 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 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 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. 26 16. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. 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 34 be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship b...etween the Company and any other person, on the one hand, and the Underwriters, on the other hand, exists; (b) the Underwriters are not acting as advisors, expert or otherwise and are not providing a recommendation or investment advice, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock and Prefunded Warrants, and such relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, based on arms-length negotiations and, as such, not intended for use by any individual for personal, family or household purposes; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company; and (e) does not constitute a solicitation of any affiliate through which it action by the Underwriters. The Company hereby (x) waives any claims that the Company may be acting, on the other, (b) have against the Underwriters are acting as principal with respect to any breach of fiduciary duty in connection with this offering and not as an agent or fiduciary (y) agrees that none of the Company and (c) the Company's engagement activities of the Underwriters in connection with the offering transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial, regulatory and the process leading up tax advisors 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. extent deemed appropriate. View More
No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) in connection with the purchase offering and the 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: (i) no fiduciary or agency relationship ...between the Company 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 Company, including, without limitation, with respect to the determination of the public offering price of the Notes, and such relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, based on arm's-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Company 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. The Company hereby waives, to the extent permitted by law, any affiliate through which it claims that the Company may be acting, on the other, (b) have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. Any review by the Representative or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company, as the case may be, or any other person. -25- 15.PARTIES. This Agreement will inure to the benefit of and be binding upon the several Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are acting as principal for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and not as an agent or fiduciary agreements of the Company contained in this Agreement will also be deemed to be for the benefit of the affiliates, directors and (c) officers, and the Company's engagement person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act and (b) the indemnity agreement of the Underwriters contained in connection with Section 7 hereof will be deemed to be for the offering and benefit of directors of the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, Company, officers of the Company agrees that it is solely responsible for making its own judgments in connection with who signed the offering (irrespective Registration Statement and any person controlling the Company within the meaning of whether any Section 15 of the Underwriters has advised Securities Act. Nothing in this Agreement will be construed to give any person, other than the persons referred to in this paragraph, any legal or is currently advising the Company on related equitable right, remedy or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services under or in respect of this Agreement or 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. provision contained herein. View More
