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
Found in ACCELERON PHARMA INC contract

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 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 lea...ding 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. 20 15. 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. View More
Found in 2 Contracts from PECO ENERGY CO
No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and in connection with this offering, sale of the Securities pursuant Shares or any other services the Underwriters may be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationsh...ip 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 advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Shares, 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, based on arms-length negotiations; (c) 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 fiduciary obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company and (c) hereby waives any claims that the Company's engagement of Company 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
Found in 2 Contracts from 2 Companies
No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) (i) the purchase and sale of the Securities Common Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, Company and the Underwriters several Underwriters, (ii) in connection therewith and any affiliate through which it may be acting, on with the other, (b) the Underwriters are process leading to such transaction each Underwriter is acting solely as a principal and not as an the agent ...or fiduciary of the Company and (c) the Company's engagement Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Underwriters in connection Company with respect to the offering and 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) or any other matters). obligation to the Company except the obligations expressly set forth in this Agreement, and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters have rendered advisory services with respect to any breach or alleged breach of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction the transactions contemplated hereby or the process leading thereto. View More
Found in Eagle Bancorp Montana, Inc. contract
No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) in connection with the purchase and Offering, sale of the Securities pursuant Units or any other services the Underwriters may be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship bet...ween 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 the Company, including, without limitation, with respect to the determination of the public offering price of the Units, 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; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically 38 stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby (x) waives any affiliate through which it 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 the 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
Found in 2 Contracts from ECP Environmental Growth Opportunities Corp.
No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) in connection with the purchase and 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: (a) no fiduciary or agency relationship between t...he Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) 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, on the 37 other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any affiliate through which it claims that the Company may be acting, on the other, (b) have against the Underwriters are acting as principal and not as an agent or with respect to any breach of fiduciary of the Company and (c) the Company's engagement of the Underwriters 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. Offering. View More
Found in Lerer Hippeau Acquisition Corp. contract
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 are acting 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 principal the case may be, and shall not as an agent or fiduciary be on behalf of the Company and (c) as 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 case may be, or 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. person. View More
Found in 2 Contracts from Ameriprise Financial
No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) in connection with the purchase and Offering, sale of the Securities pursuant Units or any other services the Underwriters may be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship bet...ween the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) 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 Units, 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, based on arms-length negotiations; (c) 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 fiduciary obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company and (c) hereby waives any claims that the Company's engagement of Company 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. Offering. View More
Found in 9 Contracts from 7 Companies
No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) in connection with the purchase and 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: (a) no fiduciary or agency relationship between t...he Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) 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, based on arms-length negotiations; (c) 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 fiduciary obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company and (c) hereby waives any claims that the Company's engagement of Company 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. Offering. View More
Found in Lerer Hippeau Acquisition Corp. contract
No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) in connection with the purchase and Offering, sale of the Securities pursuant Units or any other services the Underwriters may be deemed to this Agreement is an arm's-length commercial transaction be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship bet...ween the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) 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 Units, 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, based on arms-length negotiations; (c) 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 fiduciary obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company and (c) hereby waives any claims that the Company's engagement Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Offering. None of the activities of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of 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 action by the Underwriters has advised with respect to any entity 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. natural person. View More
Found in 2 Contracts from Colonnade Acquisition Corp. II
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 Notwithstanding any preexisting relationship, advisory or otherwise, between the Company, on parties or any oral representations or assurances previously or subsequently made by the one hand, Underwriters, the Company acknowledges and agrees that: (a) nothing herein shall create a fiduciary or agency relationship between the Company and the Underwr...iters and any affiliate through which it may be acting, on the other, Underwriters; (b) the Underwriters are not acting as principal and not as an agent advisors, expert or fiduciary otherwise, to the Company in connection with this offering, sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; 25 (c) the relationship between the Company and (c) the Underwriters is entirely and solely commercial, based on arms-length negotiations, and 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 capacity; (d) 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 duties and obligations that the Underwriters may have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company shall be limited to those duties and obligations specifically stated herein; and (e) notwithstanding anything in connection 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 by the Underwriters for the shares and the Underwriters have no obligation to disclose, or account to the Company for, any of such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with such transaction respect to any breach or the process leading thereto. alleged breach of fiduciary duty. View More
Found in UNITIL CORP contract