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 Parties hereby acknowledges acknowledge 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 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 Partnership's securities and not as an... agent or a fiduciary of the Company Partnership and (c) the Company's Partnership'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 Partnership Parties agree that it the Partnership 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 on related or other matters). The Company agrees Partnership Parties agree that it the Partnership 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, Partnership, in connection with such transaction or the process leading thereto. View More
No Fiduciary Duty. The Company hereby acknowledges Selling Unitholder and the Partnership 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 Selling Unitholder, the Partnership and any other person, on the one hand, and the Underwriters Underwriter, on the other hand, exists; (ii) the Underwriter is not acting as advisor, expert or otherwise, to the Selling Unitholder, the Partnership, including, without limitation, with respect to the determination of the public offering price of the Units, and any affiliate through which it may be acting, such relationship between the Selling Unitholder and the Partnership, on the one hand, and the Underwriter, on the other, (b) is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters are acting as principal Underwriter may have to the Selling Unitholder and not as an agent or fiduciary Partnership 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 Company Selling Unitholder and (c) the Company's engagement Partnership. The Selling Unitholder and the Partnership hereby waive any claims that they may have against the Underwriter with respect to any breach of the Underwriters 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 hereby acknowledges and each of the Selling Stockholder acknowledge and agree 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, between the parties or any oral representations or assurances previously or subsequently made by the Under...writers: (i) no fiduciary or agency relationship between the Company, the Selling Stockholder and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, (b) exists; (ii) the Underwriters are not acting as principal advisors, expert or otherwise, to either the Company or the Selling Stockholder, including, without limitation, with respect to the determination of the public offering price of the Stock, and not as an agent or fiduciary of such relationship between the Company and (c) the Company's engagement of Selling Stockholder, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Company or the Selling Stockholder in connection with the offering of the Stock 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 and the process leading up to Selling Stockholder. The Company and each of the offering is as independent contractors and not in Selling Stockholder hereby waive any other capacity. Furthermore, claims that the Company agrees that it is solely responsible for making its own judgments or the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. 30 16. Notices, Etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the offering (irrespective of whether any of the Underwriters has advised Underwriters, shall be delivered or is currently advising the Company on related sent by mail 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 facsimile transmission to (i) Mizuho Securities USA Inc., 320 Park Avenue, 12th Floor, New York, New York 10022, Attention: Equity Capital Markets Desk, and (ii) Evercore Group L.L.C., 55 East 52nd Street, New York, New York 10055; (b) if to the Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in connection the Registration Statement, Attention: Adam B. Frankel, General Counsel, Evercore Partners Inc., 55 East 52 Street, New York, New York 10055 (Fax: 212-857-3101); (c) if to Evercore LP, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Adam B. Frankel, General Counsel, Evercore LP, 55 East 52 Street, New York, New York 10055 (Fax: 212-857-3101); and (d) if to the Selling Stockholder, shall be delivered or sent by mail or facsimile transmission to Mizuho Bank, Ltd., Attention: Itaru Kitahira, Otemachi Tower, 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176 (Fax: +81-3-3214-0549). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made by the Underwriters, and the Company and the Underwriters shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Selling Stockholder by the Custodian. In accordance with such transaction or the process leading thereto. requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. View More
No Fiduciary Duty. The Company hereby acknowledges Partnership Parties acknowledge and agree that (a) the purchase and in connection with this 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 Company, parties or any oral representations or assurances previously or subsequently made by the Underwriters...: (a) 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, Underwriters, on the other, exists; (b) the Underwriters are not acting as principal and not as an agent advisors, expert or fiduciary otherwise, to the Partnership Parties, including, without limitation, with respect to the determination of the Company and (c) the Company's engagement public offering price of the Units, and such relationship between the Partnership Parties, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) 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 (d) the Underwriters and their respective affiliates may have interests that differ from those of the Partnership Parties. The Partnership Parties hereby waive any claims that they 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
No Fiduciary Duty. The Company hereby acknowledges Partnership Parties acknowledge and agree that (a) the purchase and in connection with this 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 Company, parties or any oral representations or assurances previously or subsequently made by the Underwriters...: (a) 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, Underwriters, on the other, exists; (b) the Underwriters are not acting as principal and not as an agent advisors, expert or fiduciary otherwise, to the Partnership 36 Parties, including, without limitation, with respect to the determination of the Company and (c) the Company's engagement public offering price of the Units, and such relationship between the Partnership Parties, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) 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 (d) the Underwriters and their respective affiliates may have interests that differ from those of the Partnership Parties. The Partnership Parties hereby waive any claims that they 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
No Fiduciary Duty. The Company hereby Parties 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, 32 between the parties or any oral representations or assurances previously or subsequently made by the Initial Purchasers: (a) the purchase and sale no fiduciary or agency relationship between any of the Securities pursuant to this Agreement is an arm's-...length commercial transaction between the Company, Company Parties 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 advisor, expert or otherwise, to the Company Parties, including, without limitation, with respect to the determination of the purchase price of the Notes, and not as an agent or fiduciary such relationship between the Company Parties, 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 Company Parties 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 Company Parties; and (c) (e) the Company's engagement Company Parties have consulted their own legal and financial advisors to the extent they deemed appropriate. The Company Parties hereby waive any claims that the Company Parties may have against the Initial Purchasers with respect to any breach of the Underwriters 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 hereby acknowledges Issuer 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 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 Company, parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a...) no fiduciary or agency relationship between the Issuer, any Guarantor and any other person, on the one hand, and the Underwriters and any affiliate through which it may be acting, Underwriters, on the other, exists; (b) the Underwriters are not acting as principal and not as an agent advisors, experts or fiduciary otherwise, to the Issuer or the Guarantors, including, without limitation, with respect to the determination of the Company and (c) the Company's engagement purchase price of the Securities, and such relationship between the Issuer and the Guarantors, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Issuer and the Guarantors shall be limited to those duties and obligations specifically stated herein; (d) the Underwriters and their affiliates may have interests that differ from those of the Issuer and the Guarantors; and (e) the Issuer and the Guarantors have consulted their own legal and financial advisors to the extent they deemed appropriate. The Issuer and the Guarantors hereby waive any claims that the Issuer and the Guarantors 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. Securities. View More
No Fiduciary Duty. The Company Each of the Partnership Parties hereby acknowledges that (a) the purchase and sale of the Securities Offered Units pursuant to this Agreement is an arm's-length commercial transaction between the Company, Partnership, on the one hand, and the Underwriters each Manager and any affiliate 32 affiliate(s) 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 Partnership's securities and not as an agent or a fiduciary of the Company Partnership Parties and (c) the Company's Partnership's 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 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 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 any of the Underwriters have Managers has rendered advisory services of any nature or respect, or owe owes 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 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 Issuer acknowledges and agrees that: (a) nothing herein shall create a fiduciary or agency relationship between the Issuer and the Underwrit...ers 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 financial advisors, expert or fiduciary otherwise, to the Issuer in connection with this offering, sale of the Company and 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; (c) the Company's engagement relationship between the Issuer and the Underwriters is entirely and solely commercial, based on arm's-length negotiations; (d) any duties and obligations that the Underwriters may have to the Issuer shall be limited to those duties and obligations specifically stated herein; and 30 (e) the Underwriters may have interests that differ from those of the Issuer and the Underwriters have no obligation to disclose, or account to the Issuer for, any of such additional interests. The Issuer hereby waives and releases, to the fullest extent permitted by law, any claims that the Issuer may have against the Underwriters with respect to any breach or alleged 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. Shares. View More
No Fiduciary Duty. The Company Each Partnership Party and Selling Unitholder 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 and the Selling Unitholders, 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 Parties and the Selli...ng Unitholders 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 32 contractors and not in any other capacity. Furthermore, the Company each Partnership Party and each Selling Unitholder 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 Parties or the Selling Unitholders on related or other matters). The Company Each Partnership Party and each Selling Unitholder 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 any of the Company, Partnership Parties or the Selling Unitholders in connection with such transaction or the process leading thereto. View More
