No Fiduciary Relationship Contract Clauses (578)

Grouped Into 16 Collections of Similar Clauses From Business Contracts

This page contains No Fiduciary Relationship clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company's securities. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, stockholders or creditors or any oth...er person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Company's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). 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 breach or alleged breach of any fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. View More
Found in Sunshine Silver Mining & Refining Corp contract
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No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company's securities. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, the directors, officers, stockholder...s or creditors of the Company or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Company's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). 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 breach or alleged breach of any fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 37 16. Counterparts. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties. Delivery of a signed counterpart of this Agreement by e-mail or facsimile transmission shall constitute valid and sufficient delivery thereof. View More
Found in Crescent Acquisition Corp contract
No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with (i) the purchase and sale of the Company's securities. The Company further acknowledges that the Underwriters are acting Securities pursuant to a contractual relationship created solely by this Agreement entered into is an arm's-length commercial transaction between the Company, on an arm's length basis, the one hand, and the several Underwriters, on the other hand, (ii) in no ev...ent do connection therewith and with the parties intend that the Underwriters act or be responsible process leading to such transaction, each Underwriter is acting solely as a fiduciary to the Company, its management, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Company's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and Company, (iii) no Underwriter has assumed, and none of them will assume, any assumed an advisory or fiduciary responsibility in favor of the Company with respect to the transactions offering contemplated hereby or the process leading thereto (irrespective of whether any such Underwriter has advised or is currently advising the Company on other matters). matters) or any other 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. 22 The Company hereby waives and releases, to the fullest extent permitted by law, any claims agrees that it will not claim that the Company may have against the Underwriters with respect to Underwriters, or any breach or alleged breach of them, has rendered advisory services of any fiduciary, advisory nature or respect, or owes a fiduciary or similar duty to the Company Company, in connection with such transaction or the transactions contemplated by this Agreement or any matters process leading up to such transactions. thereto. View More
Found in Host Hotels & Resorts contract
No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale offering of the Company's securities. Securities. The Company further acknowledges acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its managemen...t, stockholders or shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale offering of the Company's securities, Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, including but not limited to, to any opinions or views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). 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 breach or alleged breach of any fiduciary, advisory fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 37 20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or other electronic transmission shall constitute valid and sufficient delivery thereof. View More
Found in BioCardia, Inc. contract
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No Fiduciary Relationship. The Company acknowledges and agrees that each Agent is acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no Agent is advising the Company or any other person as to any legal, tax, investment, acc...ounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Agents shall have no responsibility or liability to the Company with respect thereto. Any review by the Agents of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agents and shall not be on behalf of the Company. View More
Found in SJW GROUP contract
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No Fiduciary Relationship. The Company acknowledges and agrees that each Agent Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Shares Underwritten Securities contemplated hereby and any in the applicable Terms Agreements Agreement (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no Agent Underwriter is ad...vising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Agents no Underwriter shall have no any responsibility or liability to the Company with respect thereto. Any review by the Agents an Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agents such Underwriter and shall not be on behalf of the Company. View More
Found in SITE Centers Corp. contract
No Fiduciary Relationship. The Company acknowledges and agrees that each the Agent is acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the any offering of Shares of Shares contemplated hereby and any Terms Agreements (including in connection with determining the terms of the offering) any offering of Shares) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no the Agent is not advising the Company or any ...other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Agents Agent shall not have no any responsibility or liability to the Company with respect thereto. Any review by the Agents Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agents Agent and shall not be on behalf of the Company. 37 12.Adjustments for Stock Splits. The parties acknowledge and agree that all share related numbers contained in this Agreement, any Transaction Proposal and any Transaction Acceptance shall be adjusted to take into account any stock split effected with respect to the Shares. View More
Found in BRAINSTORM CELL THERAPEUTICS INC. contract
No Fiduciary Relationship. The Company acknowledges and agrees that each the Agent is acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Shares 27 contemplated hereby and any Terms Agreements (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no the Agent is not advising the Company or any other person as to any legal, tax, ...investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation investigations and appraisal appraisals of the transactions contemplated hereby, and the Agents Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Agents Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agents Agent and shall not be on behalf of the Company. View More
Found in RETAIL PROPERTIES OF AMERICA, INC. contract
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No Fiduciary Relationship. Each of the Company and the Operating Partnership acknowledges and agrees that the Agents are each acting solely in the capacity of an arm's-length contractual counterparty to the Company and the Operating Partnership with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Operating Partnership or any other person. Add...itionally, the Agents are not advising the Company, the Operating Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Operating Partnership shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Agents shall not have any responsibility or liability to the Company or the Operating Partnership with respect thereto. Any review by an Agent of the Company or the Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Agent and shall not be on behalf of the Company or the Operating Partnership. View More
Found in Rayonier, L.P. contract
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No Fiduciary Relationship. Each The Company and the Operating Partnership acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm's-length commercial transaction between the Company and the Operating Partnership acknowledges Partnership, on the one hand, and agrees that the Agents are several Underwriters, on the other hand, (b) in connection with the offering ...contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely in as a principal and is not the capacity agent or fiduciary of an arm's-length contractual counterparty to the Company and or the Operating Partnership, or its stockholders, partners, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Operating Partnership with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in connection with determining or the terms process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the offering) and not as a financial advisor Company or a fiduciary to, or an agent of, the Company, the Operating Partnership or on other matters) and no Underwriter has any other person. Additionally, the Agents are not advising the Company, the Operating Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Operating Partnership shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Agents shall not have any responsibility or liability obligation to the Company or the Operating Partnership with respect thereto. Any review by an Agent to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or and the Operating Partnership, and (e) the transactions Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Agent and shall not be on behalf of the Company or and the Operating Partnership. Partnership have consulted with their own legal, accounting, regulatory and tax advisors to the extent the Company and the Operating Partnership deemed appropriate. View More
Found in Essex Property Trust, Inc. contract
No Fiduciary Relationship. Each The Transaction Entities acknowledge and agree that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company and the Operating Partnership acknowledges Partnership, on the one hand, and agrees that the Agents are Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is no...t the agent or fiduciary of the Company, the Operating Partnership or their respective securityholders, creditors, employees or any other party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in the capacity favor of an arm's-length contractual counterparty to the Company and or the Operating Partnership with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in connection with determining or the terms process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the offering) and not as a financial advisor Company or a fiduciary to, or an agent of, the Company, the Operating Partnership or on other matters) and no Underwriter has any other person. Additionally, the Agents are not advising the Company, the Operating Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Operating Partnership shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Agents shall not have any responsibility or liability obligation to the Company or the Operating Partnership with respect thereto. Any review by an Agent to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Operating Partnership, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated hereby and the Company and the Operating Partnership have each consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Any review of the Company, the Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions performed by the Representatives or any Underwriter will be performed solely for the benefit of the Representatives or such Agent Underwriter and shall not be on behalf of the Company or the Operating Partnership. Partnership or any other person. View More
Found in American Campus Communities Operating Partnership LP contract
No Fiduciary Relationship. Each of the Company and the Operating Partnership acknowledges and agrees that the Agents are each acting solely in the capacity of an arm's-length contractual counterparty to the Company and the Operating Partnership with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Operating Partnership or any other person. Add...itionally, the Agents are not advising the Company, the Operating Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Operating Partnership shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Agents shall not have any responsibility or liability to the Company or the Operating Partnership with respect thereto. Any review by an Agent of the Company or the Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Agent and shall not be on behalf of the Company or the Operating Partnership. 29 12. Adjustments for Stock Splits. The parties acknowledge and agree that all share related numbers contained in this Agreement, any Transaction Proposal and any Transaction Acceptance shall be adjusted to take into account any stock split effected with respect to the Shares. View More
Found in CatchMark Timber Trust, Inc. contract
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No Fiduciary Relationship. The Company and the Selling Stockholders each hereby acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company's securities. The Company and the Selling Stockholders further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the ...Company or any Selling Stockholders, their respective management, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or has undertaken in furtherance of the purchase and sale of the Company's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company or any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Stockholders each hereby confirm their understanding and agreement to that effect. The Company, the Selling Stockholders and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company or any Selling Stockholder regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company or any Selling Stockholder. The Company, the Selling Stockholders and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company or any Selling Stockholder and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company or any Selling Stockholder with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters). The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company or any Selling Stockholder may have against the Underwriters with respect to any breach or alleged breach of 35 any fiduciary, advisory or similar duty to the Company or any Selling Stockholder in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. View More
Found in WideOpenWest, Inc. contract
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No Fiduciary Relationship. The Company and the Selling Stockholders each hereby acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company's securities. The Company and the Selling Stockholders further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the ...Company or any Selling Stockholders, Stockholder, their respective management, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or has undertaken in furtherance of the purchase and sale of the Company's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company or any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Stockholders each hereby confirm their understanding and agreement to that effect. The Company, the Selling Stockholders and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that none of the activities of the Underwriters or any opinions or views expressed by the Underwriters to the Company or any Selling Stockholder regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company's securities, do not constitute solicitation of any action by, or investment advice or recommendations to to, the Company or any Selling Stockholder. The Company, the Selling Stockholders and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company or any Selling Stockholder and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company or any Selling Stockholder with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters). The Company and the Selling Stockholders each hereby waive and release, to the fullest extent permitted by law, any claims that the Company or any Selling Stockholder may have against the Underwriters with respect to any breach or alleged breach of 35 any fiduciary, advisory or similar duty to the Company or any Selling Stockholder in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 21. Counterparts. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. View More
Found in Sunshine Silver Mining & Refining Corp contract
No Fiduciary Relationship. The Company Holdings and the each Selling Stockholders each Stockholder hereby acknowledge that the Underwriters are Underwriter is acting solely as underwriters underwriter in connection with the purchase and sale of the Company's Holdings' securities. The Company Each of Holdings and the each Selling Stockholders Stockholder further acknowledge acknowledges that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an... arm's length basis, and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company Holdings or any Selling Stockholders, Stockholder, their respective management, stockholders shareholders or creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or has have undertaken in furtherance of the purchase and sale of the Company's Holdings' securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company or Holdings and any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Holdings and the each Selling Stockholders each Stockholder hereby confirm their understanding and agreement to that effect. The Company, the Holdings, each Selling Stockholders Stockholder and the Underwriters Underwriter agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters Underwriter to the Company Holdings or any Selling Stockholder regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company's Holdings' securities, do not constitute advice or recommendations to the Company Holdings or any Selling Stockholder. The Company, the Holdings, each Selling Stockholders Stockholder and the Underwriters Underwriter agree that the Underwriters are Underwriter is acting as principal and not the agent or fiduciary of the Company Holdings or any Selling Stockholder and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company Holdings or any Selling Stockholder with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any the Underwriter has advised or is currently advising the Company Holdings or any Selling Stockholder on other matters). The Company Holdings and the each Selling Stockholders Stockholder hereby waive and release, to the fullest extent permitted by law, any claims that the Company Holdings or any Selling Stockholder may have against the Underwriters Underwriter with respect to any breach or alleged breach of 35 any fiduciary, advisory or similar duty to the Company Holdings or any Selling Stockholder in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. -32- 18. Counterparts. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties. View More
Found in NCL CORP Ltd. contract
No Fiduciary Relationship. The Company Holdings and the each Selling Stockholders each Stockholder hereby acknowledge that the Underwriters are Underwriter is acting solely as underwriters underwriter in connection with the purchase and sale of the Company's Holdings' securities. The Company Each of Holdings and the each Selling Stockholders Stockholder further acknowledge acknowledges that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an... arm's length basis, and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company Holdings or any Selling Stockholders, Stockholder, their respective management, stockholders shareholders or creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or has have undertaken in furtherance of the purchase and sale of the Company's Holdings' securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company or Holdings and any Selling Stockholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Holdings and the each Selling Stockholders each Stockholder hereby confirm their understanding and agreement to that effect. The Company, the Holdings, each Selling Stockholders Stockholder and the Underwriters Underwriter agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters Underwriter to the Company Holdings or any Selling Stockholder regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company's Holdings' securities, do not constitute advice or recommendations to the Company Holdings or any Selling Stockholder. The Company, the Holdings, each Selling Stockholders Stockholder and the Underwriters Underwriter agree that the Underwriters are Underwriter is acting as principal and not the agent or fiduciary of the Company Holdings or any Selling Stockholder and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company Holdings or any Selling Stockholder with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any the Underwriter has advised or is currently advising the Company Holdings or any Selling Stockholder on other matters). The Company Holdings and the each Selling Stockholders Stockholder hereby waive and release, to the fullest extent permitted by law, any claims that the Company Holdings or any Selling Stockholder may have against the Underwriters Underwriter with respect to any breach or alleged breach of 35 any fiduciary, advisory or similar duty to the Company Holdings or any Selling Stockholder in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. -32- 18. Counterparts. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties. View More
Found in Norwegian Cruise Line Holdings contract
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No Fiduciary Relationship. The Company hereby acknowledges that the Initial Purchaser is acting solely as initial purchaser in connection with the purchase and sale of the Securities. The Company further acknowledges that the Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Initial Purchaser act or be responsible as a fiduciary to the Company or their management, stockholders or creditor...s or any other person in connection with any activity that the Initial Purchaser may undertake or has undertaken in furtherance of the purchase and sale of the Securities, either before or after the date hereof. The Initial Purchaser hereby expressly disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Initial Purchaser agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Initial Purchaser to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that either of the Company may have against the Initial Purchaser with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 12. Information Supplied by Initial Purchaser. The Company hereby acknowledges that, for purposes of Section 4(b) and Section 8, the only information that the Initial Purchaser have furnished to the Company specifically for use in the Preliminary Offering Memorandum or the Final Offering Memorandum are the statements set forth in (a) the third paragraph and (b) the third sentence of the fifth paragraph under the caption "Plan of Distribution" in the Preliminary Offering Memorandum and the Final Offering Memorandum. View More
Found in Gannett Co., Inc. contract
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No Fiduciary Relationship. The Company hereby acknowledges that the Initial Purchaser is acting solely as initial purchaser in connection with the purchase and sale of the Securities. The Company further acknowledges that the Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Initial Purchaser act or be responsible as a fiduciary to the Company or their management, stockholders or creditor...s or any other person in connection with any activity that the Initial Purchaser may undertake or has have undertaken in furtherance of the purchase and sale of the Securities, either before or after the date hereof. The Initial Purchaser hereby expressly disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Initial Purchaser agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Initial Purchaser to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that either of the Company may have against the Initial Purchaser with respect to any breach or alleged breach of any fiduciary or Page 32 similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 12. Information Supplied by Initial Purchaser. The Company hereby acknowledges that, for purposes of Section 4(b) and Section 8, the only information that the Initial Purchaser have furnished to the Company specifically for use in the Preliminary Offering Memorandum or the Final Offering Memorandum are the statements set forth in (a) the third paragraph and (b) the third sentence of the fifth paragraph under the caption "Plan of Distribution" in the Preliminary Offering Memorandum and the Final Offering Memorandum. View More
Found in PAR TECHNOLOGY CORP contract
No Fiduciary Relationship. The Company hereby acknowledges that the each Initial Purchaser is acting solely as initial purchaser in connection with the purchase and sale of the Securities. The Company further acknowledges that the each Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Initial Purchaser Purchasers act or be responsible as a fiduciary to the Company or their management, sto...ckholders or creditors or any other person in connection with any activity that the Initial Purchaser Purchasers may undertake or has have undertaken in furtherance of the purchase and sale of the Securities, either before or after the date hereof. The Initial Purchaser Purchasers hereby expressly disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Initial Purchaser Purchasers agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Initial Purchaser Purchasers to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that either of the Company may have against the Initial Purchaser Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 12. Information Supplied by Initial Purchaser. The Company hereby acknowledges that, for purposes of Section 4(b) and Section 8, the only information that the Initial Purchaser have furnished to the Company specifically for use in the Preliminary Offering Memorandum or the Final Offering Memorandum are the statements set forth in (a) the third paragraph and (b) the third sentence of the fifth paragraph under the caption "Plan of Distribution" in the Preliminary Offering Memorandum and the Final Offering Memorandum. View More
Found in Supernus Pharmaceuticals, Inc. contract
No Fiduciary Relationship. The Company hereby acknowledges that the Initial Purchaser is Purchasers are acting solely as initial purchaser purchasers in connection with the purchase and sale of the Securities. Company's securities. The Company further acknowledges that the Initial Purchaser is Purchasers are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Initial Purchaser Purchasers act or be responsible a...s a fiduciary to the Company or their Company, its management, stockholders or creditors or any other person in connection with any activity that the Initial Purchaser Purchasers may undertake or has have undertaken in furtherance of the purchase and sale of the Securities, Company's securities, either before or after the date hereof. The Initial Purchaser Purchasers hereby expressly disclaims disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Initial Purchaser Purchasers agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Initial Purchaser Purchasers to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Securities, Company's securities, do not constitute advice or recommendations to the Company. The Company and the Initial Purchasers agree that the Initial Purchasers are acting as principal and not the agent or fiduciary of the Company and no Initial Purchaser has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Initial Purchaser has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that either of the Company may have against the Initial Purchaser Purchasers with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 12. Information Supplied 18. Counterparts. This Agreement may be signed by Initial Purchaser. The Company hereby acknowledges that, for purposes of Section 4(b) and Section 8, the only information that the Initial Purchaser have furnished to the Company specifically for use parties in the Preliminary Offering Memorandum one or the Final Offering Memorandum are the statements set forth in (a) the third paragraph and (b) the third sentence of the fifth paragraph under the caption "Plan of Distribution" in the Preliminary Offering Memorandum more counterparts which together shall constitute one and the Final Offering Memorandum. same agreement among the parties. View More
Found in GRAN TIERRA ENERGY INC. contract
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No Fiduciary Relationship. The Partnership hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Units. The Partnership further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Partnership, its management, security holders or creditors or any ot...her person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Units, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Partnership, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Partnership hereby confirms its understanding and agreement to that effect. The Partnership and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Partnership regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Units, do not constitute advice or recommendations to the Partnership. The Partnership hereby waives and releases, to the fullest extent permitted by Law, any claims that the Partnership may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Partnership in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. View More
Found in GENESIS ENERGY LP contract
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No Fiduciary Relationship. The Partnership Western Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Units. Partnership's securities. The Partnership Western Parties further acknowledges acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fid...uciary to the Partnership, its Partnership Entities, their management, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Units, Notes, either before 36 or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Partnership, Partnership Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions, and the Partnership each Western Party hereby confirms its understanding and agreement to that effect. The Partnership Western Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Partnership Entities regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Units, Partnership's securities, do not constitute advice or recommendations to the Partnership. The Partnership Entities. Each Western Party hereby waives and releases, to the fullest extent permitted by Law, law, any claims that the Partnership it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Partnership Entities in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions. View More
Found in Western Gas Partners LP contract
No Fiduciary Relationship. The Partnership and the General Partner each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Units. Partnership's securities. The Partnership and the General Partner further acknowledges acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Underwriters act or be... responsible as a fiduciary to the Partnership, any MPLX Entity, its management, security holders securityholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have has undertaken in furtherance of the purchase and sale of the Units, Partnership's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Partnership, MPLX Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and each of the Partnership and the General Partner hereby confirms its understanding and agreement to that effect. The Partnership Partnership, the General Partner and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Partnership and the General Partner regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Units, Partnership's securities, do not constitute advice or recommendations to the Partnership. Partnership and the General Partner. The Partnership, the General Partner and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Partnership or the General Partner, and no Underwriter has assumed, and 17 none of them will assume, any advisory responsibility in favor of the Partnership or the General Partner with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising any of the MPLX Entities.) The Partnership hereby waives and releases, to the fullest extent permitted by Law, law, any claims that the Partnership party may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Partnership such party in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. View More
Found in MPLX LP contract
No Fiduciary Relationship. The Partnership hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Units. Partnership's securities. The Partnership further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Partnership, its management, security hold...ers stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have has undertaken in furtherance of the purchase and sale of the Units, Partnership's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Partnership, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Partnership hereby confirms its understanding and agreement to that effect. The Partnership and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Partnership regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Units, Partnership's securities, do not constitute advice or recommendations to the Partnership. The Partnership and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Partnership and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Partnership with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Partnership on other matters). The Partnership hereby waives and releases, to the fullest extent permitted by Law, law, any claims that the Partnership may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Partnership in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 33 16. Counterparts. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties. View More
Found in EAGLE ROCK ENERGY PARTNERS L P contract
View Variations (6)
No Fiduciary Relationship. The Company acknowledges and agrees that each Agent, Forward Purchaser and Forward Seller is acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Agents, Forward Purchasers or Forward Se...llers is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Agent, Forward Purchaser or Forward Seller shall have any responsibility or liability to the Company with respect thereto. Any review by the Agents, Forward Purchasers or Forward Sellers of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agents, the Forward Purchasers and the Forward Sellers and shall not be on behalf of the Company. View More
Found in Getty Realty Corp. contract
No Fiduciary Relationship. The Company EQR acknowledges and agrees that each Agent, the Agents, the Forward Purchaser Purchasers and the Forward Seller is Sellers are acting solely in the capacity of an arm's length contractual counterparty to the Company Transaction Entities with respect to the offering of Shares Securities contemplated hereby and by the Master Forward Confirmation and any Terms Agreements and Supplemental Confirmations (including in connection with determining the terms of the offering) and not as a fin...ancial advisor advisors or a fiduciary fiduciaries to, or an agent of, the Company EQR or any other person. Additionally, none of the Agents, the Forward Purchasers or and the Forward Sellers is are not advising the Company Transaction Entities or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Transaction Entities shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and no Agent, Forward Purchaser or Forward Seller the Agents shall have any no responsibility or liability to the Company Transaction Entities with respect thereto. Any review by the Agents, the Forward Purchasers or and the Forward Sellers of the Company, Transaction Entities, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agents, the Forward Purchasers and the Forward Sellers and shall not be on behalf of the Company. Transaction Entities. View More
Found in ERP OPERATING LTD PARTNERSHIP contract
No Fiduciary Relationship. The Each of the Company and the Operating Partnership acknowledges and agrees that each the Agent, the Forward Seller and the Forward Purchaser and Forward Seller is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Operating Partnership with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent ...of, the Company Company, the Operating Partnership or any other person. Additionally, none of the Agents, Agent, the Forward Purchasers Seller or the Forward Sellers Purchaser is advising the Company Company, the Operating Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Operating Partnership shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and no none of the Agent, the Forward Seller or the Forward Purchaser or Forward Seller shall have any responsibility or liability to the Company or the Operating Partnership with respect thereto. Any review by the Agents, Agent, the Forward Purchasers Seller or the Forward Sellers Purchaser of the Company, the Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agents, Agent, the Forward Purchasers and Seller or the Forward Sellers Purchaser and shall not be on behalf of the Company. Company or the Operating Partnership. View More
Found in Invitation Homes Inc. contract
No Fiduciary Relationship. The Company EQR acknowledges and agrees that each Agent, the Agents, the Forward Purchaser Purchasers and the Forward Seller is Sellers are acting solely in the capacity of an arm's length contractual counterparty to the Company Transaction Entities with respect to the offering of Shares Securities contemplated hereby and by the Master Forward Confirmation and any Terms Agreements and Supplemental Confirmations (including in connection with determining the terms of the offering) and not as a fin...ancial advisor advisors or a fiduciary fiduciaries to, or an agent of, the Company EQR or any other person. Additionally, none of the Agents, the Forward Purchasers or and the Forward Sellers is are not advising the Company Transaction Entities or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Transaction Entities shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and no Agent, Forward Purchaser or Forward Seller the Agents shall have any no responsibility or liability to the Company Transaction Entities with respect thereto. Any review by the Agents, the Forward Purchasers or and the Forward Sellers of the Company, Transaction Entities, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agents, the Forward Purchasers and the Forward Sellers and shall not be on behalf of the Company. Transaction Entities. None of the activities of the Agents, the Forward Purchasers and the Forward Sellers in connection with the transactions contemplated by this Agreement constitutes a recommendation, investment advice, or solicitation of any action by the Agents, the Forward Purchasers and the Forward Sellers with respect to any entity or natural person. View More
Found in Equity Residential contract
View Variations (3)
No Fiduciary Relationship. The Company hereby acknowledges and agrees that: (a) No Other Relationship. The Placement Agent has been retained solely to act as the exclusive placement agent in connection with the offering of the Company's securities. The Company further acknowledges that the Placement Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's-length basis and in no event do the parties intend that the Placement Agent act or be responsible as a fiduciary ...to the Company, its management, stockholders, creditors or any other person in connection with any activity that the Placement Agent may undertake or has undertaken in furtherance of the offering of the Company's securities, either before or after the date hereof, irrespective of whether the Placement Agent has advised or is advising the Company on other matters. The Placement Agent hereby expressly disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. (b) Arm's-Length Negotiations. The price and terms of the Securities set forth in this Agreement was established by the Company following discussions and arm's-length negotiations with the Investors and the Placement Agent, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement. (c) Absence of Obligation to Disclose. The Company has been advised that the Placement Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Placement Agent does not have any obligation to disclose such interests or transactions to the Company by virtue of any fiduciary, advisory or agency relationship. (d) Waiver. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions and agrees that the Placement Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim to any person asserting a fiduciary duty claim on behalf of the Company, including stockholders, employees or creditors of the Company. View More
Found in IMAGEWARE SYSTEMS INC contract
No Fiduciary Relationship. The Company hereby acknowledges and agrees that: (a) No Other Relationship. The that the Placement Agent has been retained is acting solely to act as the exclusive placement agent Placement Agent in connection with the offering of the Company's securities. The Company further acknowledges that the Placement Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's-length arm's length basis and in no event do the parties intend that the Place...ment Agent act or be responsible as a fiduciary to the Company, its management, stockholders, shareholders, creditors or any other person in connection with any activity that the Placement Agent may undertake or has have undertaken in furtherance of the offering of the Company's securities, either before or after the date hereof, irrespective of whether the Placement Agent has advised or is advising the Company on other matters. hereof. The Placement Agent hereby expressly disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. (b) Arm's-Length Negotiations. The price and terms of the Securities set forth in this Agreement was established by the Company following discussions and arm's-length negotiations with the Investors and the Placement Agent, Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated that any opinions or views expressed by this Agreement. (c) Absence of Obligation to Disclose. The Company has been advised that the Placement Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Placement Agent does not have any obligation to disclose such interests or transactions to the Company by virtue of regarding such transactions, including but not limited to any fiduciary, advisory opinions or agency relationship. (d) Waiver. views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions transactions. 20 14. Entire Agreement. This Agreement, together with the schedules and agrees that exhibits attached hereto and as the Placement Agent shall have no liability (whether direct or indirect) same may be amended from time to time in accordance with the terms hereof, contains the entire agreement among the parties hereto relating to the Company in respect of such a fiduciary duty claim to any person asserting a fiduciary duty claim on behalf of the Company, including stockholders, employees subject matter hereof and there are no other or creditors of the Company. further agreements outstanding not specifically mentioned herein. View More
Found in NORTHWEST BIOTHERAPEUTICS INC contract
No Fiduciary Relationship. The Company hereby acknowledges and agrees that: (a) No Other Relationship. The that the Placement Agent has been retained is acting solely to act as the exclusive placement agent Placement Agent in connection with the offering of the Company's securities. The Company further acknowledges that the Placement Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's-length arm's length basis and in no event do the parties intend that the Place...ment Agent act or be responsible as a fiduciary to the Company, its management, stockholders, shareholders, creditors or any other person in connection with any activity that the Placement Agent may undertake or has have undertaken in furtherance of the offering of the Company's securities, either before or after the date hereof, irrespective of whether the Placement Agent has advised or is advising the Company on other matters. hereof. The Placement Agent hereby expressly disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. (b) Arm's-Length Negotiations. The price and terms of the Securities set forth in this Agreement was established by the Company following discussions and arm's-length negotiations with the Investors and the Placement Agent, Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated that any opinions or views expressed by this Agreement. (c) Absence of Obligation to Disclose. The Company has been advised that the Placement Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Placement Agent does not have any obligation to disclose such interests or transactions to the Company by virtue of regarding such transactions, including but not limited to any fiduciary, advisory opinions or agency relationship. (d) Waiver. views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions and agrees that the Placement Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim to any person asserting a fiduciary duty claim on behalf of the Company, including stockholders, employees or creditors of the Company. transactions. View More
Found in Inventergy Global, Inc. contract
No Fiduciary Relationship. The Company hereby acknowledges and agrees that: (a) No Other Relationship. The that the Placement Agent has been retained Agents are acting solely to act as the exclusive placement agent agents in connection with the offering purchase and sale of the Company's securities. The Company further acknowledges that the Placement Agent is Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's-length basis arm's length basis, and in no event d...o the parties intend that the Placement Agent act or be responsible as a fiduciary to the Company, its management, stockholders, stockholders or creditors or any other person in connection with any activity that the Placement Agent may undertake or has undertaken in furtherance of the offering purchase and sale of the Company's securities, either before or after the date hereof, irrespective of whether the Placement Agent has advised or is advising the Company on other matters. hereof. The Placement Agent hereby expressly disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. (b) Arm's-Length Negotiations. The price and terms of the Securities set forth in this Agreement was established by the Company following discussions and arm's-length negotiations with the Investors and the Placement Agent, Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Placement Agent to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company. The Company and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement. (c) Absence of Obligation to Disclose. The Company has been advised Placement Agent agree that the Placement Agent is acting as principal and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those not the agent or fiduciary of the Company and that the Placement Agent does has not have assumed, and will not assume, any obligation to disclose such interests or transactions advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Placement Agent has advised or is currently advising the Company by virtue of any fiduciary, advisory or agency relationship. (d) Waiver. on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions and agrees that transactions. 28 14. USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Placement Agent shall have no liability (whether direct or indirect) Agents are required to the Company in respect of such a fiduciary duty claim to any person asserting a fiduciary duty claim on behalf of obtain, verify and record information that identifies their respective clients, including the Company, including stockholders, employees or creditors which information may include the name and address of their respective clients, as well as other information that will allow the Company. Placement Agents to properly identify their respective clients. View More
Found in Gevo, Inc. contract
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No Fiduciary Relationship. The relationship between Lender and Guarantor is solely that of lender and guarantor. Lender has no fiduciary or other special relationship with or duty to Guarantor and none is created hereby or may be inferred from any course of dealing or act or omission of Lender.
Found in New York City REIT, Inc. contract
No Fiduciary Relationship. The relationship between Lender the Agent and Guarantor the Investor, respectively, and Guarantors, is solely that of lender and guarantor. Lender Neither the Agent nor the Investor has no a fiduciary or other special relationship with or duty to Guarantor Guarantors and none is are created hereby or may be inferred from any course of dealing or act or omission of Lender. the Agent or the Investor.
Found in Mobiquity Technologies, Inc. contract
No Fiduciary Relationship. The relationship relationships between Lender Agent and Guarantor is each Lender, and Guarantor, are solely that of lender creditor and guarantor. Neither Agent nor any Lender has no any fiduciary or other special relationship with or duty to Guarantor and none is created hereby or may be inferred from any course of dealing or act or omission of Agent or any Lender.
Found in Ares Commercial Real Estate Corp contract
View Variations (2)
No Fiduciary Relationship. The Issuers hereby acknowledge that the Initial Purchasers are acting solely as initial purchasers in connection with the purchase and sale of the Securities. The Issuers further acknowledge that each of the Initial Purchasers is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis and in no event do the parties intend that any Initial Purchaser act or be responsible as a fiduciary to the Issuers, their management, stockholders, cre...ditors or any other person in connection with any activity that such Initial Purchaser may undertake or has undertaken in furtherance of the purchase and sale of the Securities, either before or after the date hereof. The Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the Issuers, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Issuers hereby confirm their understanding and agreement to that effect. The Issuers and each Initial Purchaser agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by any Initial Purchaser to the Issuers regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Issuers. The Issuers hereby waive and release, to the fullest extent permitted by law, any claims that such Issuers may have against the Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Issuers in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 19. Patriot Act. In accordance with the 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
Found in HERCULES OFFSHORE, INC. contract
No Fiduciary Relationship. The Issuers hereby acknowledge that the Initial Purchasers are acting solely as initial purchasers in connection with the purchase and sale of the Securities. The Issuers further acknowledge that each of the Initial Purchasers is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis and in no event do the parties intend that any Initial Purchaser act or be responsible as a fiduciary to the Issuers, their management, stockholders, cre...ditors or any other person in connection with any activity that such Initial Purchaser may undertake or has undertaken in furtherance of the purchase and sale of the Securities, either before or after the date hereof. The Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the Issuers, 33 either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Issuers hereby confirm their understanding and agreement to that effect. The Issuers and each Initial Purchaser agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by any Initial Purchaser to the Issuers regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Issuers. The Issuers hereby waive and release, to the fullest extent permitted by law, any claims that such Issuers may have against the Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Issuers in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 19. Patriot Act. In accordance with the requirements Furthermore, each of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), Issuers acknowledge that the underwriters are required to obtain, verify several Initial Purchasers and record information that identifies their respective clients, including affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, which information may include Company and the name Guarantors, and address the several Initial Purchasers have no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and the Issuers acknowledge that the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby, and the Company and the Guarantors have consulted their respective clients, as well as other information that will allow own legal, accounting, regulatory and tax advisors to the underwriters to properly identify their respective clients. extent they deemed appropriate. View More
Found in BASIC ENERGY SERVICES INC contract
No Fiduciary Relationship. The Issuers hereby acknowledge that the Initial Purchasers are Purchaser is acting solely as initial purchasers purchaser in connection with the purchase and sale of the Securities. The Issuers further acknowledge and agree that each of the Initial Purchasers Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis and in no event do the parties intend that any the Initial Purchaser act or be responsible as a fiduciary to t...he Issuers, their management, stockholders, creditors or any other person in connection with any activity that such the Initial Purchaser may undertake or has undertaken in furtherance of the purchase and sale of the Securities, either before or after the date hereof. The Initial Purchasers Purchaser hereby expressly disclaim disclaims any fiduciary or similar obligations to the Issuers, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Issuers hereby confirm their understanding and agreement to that effect. The Issuers and each the Initial Purchaser agree that they are each responsible for making their 30 own independent judgments with respect to any such transactions, and that any opinions or views expressed by any the Initial Purchaser to the Issuers regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Issuers. The Issuers hereby waive and release, to the fullest extent permitted by law, any claims that such Issuers may have against the Initial Purchasers Purchaser with respect to any breach or alleged breach of any fiduciary or similar duty to the Issuers in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 19. Patriot Act. In accordance with 31 If the requirements of foregoing agreement correctly sets forth the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), understanding among the underwriters are required to obtain, verify Issuers and record information that identifies their respective clients, including the Company, which information may include Initial Purchaser, please so indicate in the name space provided below for the purpose, whereupon this letter and address of their respective clients, as well as other information that will allow your acceptance shall constitute a binding agreement among the underwriters to properly identify their respective clients. Issuers and the Initial Purchaser. PHI, INC. By: /s/ Trudy McConnaughhay Name: Trudy McConnaughhay Title: Chief Financial Officer and Secretary INTERNATIONAL HELICOPTER TRANSPORT, INC. PHI TECH SERVICES, INC. PHI AIR MEDICAL, L.L.C. HELICOPTER MANAGEMENT, L.L.C. HELICOPTER LEASING, L.L.C. HELEX, L.L.C. SKY LEASING, L.L.C. VERTILEASE, LLC LEASING SOURCE, LLC MDHL, L.L.C. View More
Found in PHI INC contract
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