No Fiduciary Duty Clause Example from Business Contracts

No Fiduciary Duty. The Company Parties hereby acknowledge that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company Parties, on the one hand, and the Managers and any affiliates through which it may be acting, on the other, (b) the Managers are acting solely as sales agents and/or principals in connection with the purchase and sale of the Shares and not as fiduciaries of the Company Parties, (c) the Company's engagement of the Managers in ...connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity and (d) none of the activities of the Managers in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Managers with respect to any entity or natural person. Furthermore, the Company Parties agree that they are solely responsible for making their own judgments in connection with the offering (irrespective of whether the Managers have advised or are currently advising the Company Parties on related or other matters). The Company Parties agree that they will not claim that the Managers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company Parties, in connection with the transactions contemplated by this Agreement or the process leading thereto. 34 13. Research Analyst Independence. The Company Parties acknowledge that the Managers' respective 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 Managers' respective 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 C Common Stock and/or the offering that differ from the views of their respective investment banking division. The Company Parties hereby waive and release, to the fullest extent permitted by law, any claims that the Company Parties may have against any of the Managers with respect to any conflict of interest that may arise from the fact that the views expressed by its respective independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company Parties by the Managers' investment banking division. The Company Parties acknowledge that the Managers are full service securities firms and as such from time to time, subject to applicable securities laws, may effect transactions for their own account or the account of their customers and hold long or short positions in debt or equity securities of the companies which may be the subject of the transactions contemplated by this Agreement. View More