No Fiduciary Duty Clause Example with 734 Variations from Business Contracts
This page contains No Fiduciary Duty clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company's engagement of the Underwriters in connection with the offering and the process leading up to the offering is as ...independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.View More
Variations of a "No Fiduciary Duty" Clause from Business Contracts
No Fiduciary Duty. The Company hereby acknowledges and agrees that in connection with this offering, or any other services the Initial Purchasers may be deemed to 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 Initial Purchasers: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Initial Purchasers, on the other, e...xists; (b) the Initial Purchasers are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the purchase and sale price of the Securities pursuant to this Agreement is an arm's-length commercial transaction Securities, and such relationship between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, Initial Purchasers, on the other, (b) is entirely and solely commercial, based on arm's-length negotiations; (c) any duties and obligations that the Underwriters are acting as principal Initial Purchasers may have to the Company shall be limited to those duties and not as an agent or fiduciary obligations specifically stated herein; (d) each Initial Purchaser and its affiliates may have interests that differ from those of the Company; and (e) the Company has consulted its own legal and (c) financial advisors to the Company's engagement extent it deemed appropriate. The Company hereby waives any claims that the Company may have against the Initial Purchasers with respect to any breach of the Underwriters fiduciary duty in connection with the offering Securities. 32 21. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one 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 same instrument. Electronic signatures complying with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related New York Electronic Signatures and Records Act (N.Y. State Tech. ยงยง 301-309), as amended from time to time, or other matters). The Company agrees that it applicable law will not claim that the Underwriters have rendered advisory services be deemed original signatures for purposes of any nature this Agreement. Transmission by telecopy, electronic mail or respect, or owe other transmission method of an agency, fiduciary or similar duty to the Company, in connection with executed counterpart of this Agreement will constitute due and sufficient delivery of such transaction or the process leading thereto. counterpart. View More
No Fiduciary Duty. The Company Each of the Partnership Parties 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 Parties, on the one hand, and the Underwriters each Manager and any affiliate affiliates through which it may be acting, on the other, (b) each Manager is acting solely as sales agent and/or principal in connection with the Underwriters are acting as principal purchase and sale ...of the Units and not as an agent or a fiduciary of the Company Partnership Parties and (c) the Company's Partnership Parties' engagement of the Underwriters each 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, each of the Company Partnership Parties agrees 33 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 Partnership Parties on related or other matters). The Company Each of the Partnership Parties agrees that it will not claim that the Underwriters have any Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Partnership Parties, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto. View More
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 Operating Partnership acknowledge that in connection with the offering of the Not...es: (i) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company or the Operating Partnership or any other person, (ii) the Underwriters owe the Company and the process leading up Operating Partnership only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company and the Operating Partnership. The Company and the Operating Partnership waive to the offering is as independent contractors and not in full extent permitted by applicable law any other capacity. Furthermore, claims they may have against the Company agrees that it is solely responsible for making its own judgments Underwriters arising from an alleged breach of fiduciary duty 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. Notes. View More
No Fiduciary Duty. The Company hereby acknowledges Partnership Parties acknowledge and agree that (a) the purchase in connection with this offering and sale of the Securities pursuant Units or any other services the Underwriter 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 Company, parties or any oral representations or assurances previously or subsequently made by the Underwriter: (...i) no fiduciary or agency relationship between the Partnership Parties and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriter, on the other, (b) exists; (ii) the Underwriters are Underwriter is not acting as principal and not as an agent advisor, expert or fiduciary otherwise, to any of the Company and (c) Partnership Parties, including, without limitation, with respect to the Company's engagement determination of the Underwriters public offering price of the Units, and such relationship between the Partnership Parties, on the one hand, and the Underwriter, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriter may have to the Partnership Parties shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriter and its affiliates may have interests that differ from those of the Partnership Parties. Each of the Partnership Parties hereby waive any claims that any such entity may have against the Underwriter with respect to any breach of fiduciary duty in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. this offering. View More
No Fiduciary Duty. The Company Each of the Partnership Parties 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 Parties, on the one hand, and the Underwriters each Manager and any affiliate affiliates through which it may be acting, on the other, (b) each Manager is acting solely as sales agent and/or principal in connection with the Underwriters are acting as principal purchase and sale ...of the Units and not as an agent or a fiduciary of the Company Partnership Parties and (c) the Company's Partnership Parties' engagement of the Underwriters each 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, each of the Company Partnership Parties 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 Partnership Parties on related or other matters). The Company Each of the Partnership Parties agrees that it will not claim that the Underwriters have any Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Partnership Parties, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto. View More
No Fiduciary Duty. The Company Each of the Partnership Parties 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 Parties, on the one hand, and the Underwriters each Manager and 36 any affiliate through which it each may be acting, on the other, (b) each Manager is acting solely as sales agent and/or principal in connection with the Underwriters are acting as principal purchase and sale of ...the Units and not as an agent or a fiduciary of any of the Company Partnership Parties and (c) the Company's Partnership Parties' engagement of the Underwriters Managers 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 Partnership Parties agree 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 any of the Company Partnership Parties on related or other matters). The Company Each of the Partnership Parties agrees that it will not claim that the Underwriters have any Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to any of the Company, Partnership Parties, in connection with such transaction or the process leading thereto. View More
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 Operating Partnership acknowledge that in connection with the offering of the Sha...res: (i) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company or the Operating Partnership or any other person, (ii) the Underwriters owe the Company and the process leading up Operating Partnership only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company and the Operating Partnership. The Company and the Operating Partnership waive to the offering is as independent contractors and not in full extent permitted by applicable law any other capacity. Furthermore, claims they may have against the Company agrees that it is solely responsible for making its own judgments Underwriters arising from an alleged breach of fiduciary duty 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. Shares. View More
No Fiduciary Duty. The Company hereby acknowledges Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Partnership Parties acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, Partnership Parties, on the ...one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, other hand; (b) the Underwriters have been retained solely to act as underwriters and are not acting as principal and not as an agent advisors, expert or fiduciary otherwise, to either the Partnership Entities in connection with this offering, the sale of the Company and Units 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 Units; (c) the Company's engagement relationship between the Partnership Parties, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Units was established by the Partnership Entities and the Underwriters based on discussions and arms' length negotiations and the Partnership Parties understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (d) any duties and obligations that the Underwriters may have to the Partnership Parties shall be limited to those duties and obligations specifically stated herein; and (e) notwithstanding anything in this Agreement to the contrary, the Partnership Parties acknowledge 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 Partnership for the Units and such interests may differ from the interests of the Partnership Parties, and the Underwriters have no obligation to disclose, or account to the Partnership Parties for any benefit they may derive from such additional financial interests. The Partnership Parties hereby waive and release, to the fullest extent permitted by the applicable law, any claims they may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Partnership Parties 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 Partnership Parties or any of their unitholders, managers, employees or creditors. 19. Research Analyst Independence. The Partnership Parties acknowledge 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 Partnership, the value of the Common Units and/or the offering that differ from the views of their respective investment banking divisions. The Partnership Parties hereby waive and release, 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 Partnership Parties by any Underwriter's investment banking division. The Partnership Parties acknowledge 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 Companies and the Guarantors acknowledge and agree that (a) in connection with this offering, or any other services the purchase and sale of the Securities pursuant Initial Purchasers 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 Initial Purchase...rs: (a) no fiduciary or agency relationship between any Company, any Guarantor and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Initial Purchasers, on the other, exists; (b) the Underwriters Initial Purchasers are not acting as principal and not as an agent advisors, experts or fiduciary otherwise, to the Companies or the Guarantors, including, without limitation, with respect to the determination of the Company and (c) the Company's engagement purchase price of the Underwriters Notes, and such relationship between the Companies and the Guarantors, on the one hand, and the Initial Purchasers, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Initial Purchasers may have to the Companies and the Guarantors shall be limited to those duties and obligations specifically stated herein; (d) the Initial Purchasers and their respective affiliates may have interests that differ from those of the Companies and the Guarantors; and (e) the Companies and the Guarantors have consulted their own legal and financial advisors to the extent they deemed appropriate. The Companies and the Guarantors hereby waive any claims that the Companies and the Guarantors may have against the Initial Purchasers 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. Notes. View More
No Fiduciary Duty. The Company Each of the Partnership Parties 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 Parties, on the one hand, and the Underwriters Managers and any affiliate affiliates through which it they may be acting, on the other, (b) the Underwriters Managers are acting solely as principal sales agents and/or principals in connection with the purchase and sale of the Uni...ts and not as an agent or fiduciary fiduciaries of the Company Partnership Parties and (c) the Company's Partnership Parties' engagement of the Underwriters each 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, each of the Company Partnership Parties 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 Partnership Parties on related or other matters). The Company Each of the Partnership Parties agrees that it will not claim that the Underwriters have such Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Partnership Parties, in connection with such transaction or the process leading thereto. View More
