No Fiduciary Relationship Clause Example with 10 Variations from Business Contracts
This page contains No Fiduciary Relationship clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
No Fiduciary 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
Variations of a "No Fiduciary Relationship" Clause from Business Contracts
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 -32- 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. View More
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 -32- 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. View More
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 -32- 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. View More
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. View More
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
No Fiduciary Relationship. The Company Holdings and the each Selling Stockholders each Stockholder hereby acknowledge that the Underwriters are acting solely as underwriters Underwriters 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 acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in n...o event do the parties intend that the Underwriters 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 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 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 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 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 agree that the Underwriters are 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 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 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. View More
No Fiduciary Relationship. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters, the Company and the each Selling Stockholders each hereby acknowledge Stockholder 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 and the Selling Stockholders further acknowledge that the Underw...riters are acting Shares pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do (including 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 determination of the purchase and sale terms of the Company's securities, either before or after offering of 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 Shares) is an arm's-length commercial transaction between the Company and the Selling Stockholders each hereby confirm their understanding and agreement to that effect. The Company, Stockholders, on the Selling Stockholders one hand, and the Underwriters agree that they are several Underwriters, on the other hand, (ii) in connection therewith and with the process leading to such transaction, 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 Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or any Selling Stockholder and Stockholder, (iii) no Underwriter has assumed, and none of them will assume, any assumed an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder 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 or any such Selling Stockholder on other matters). The Company and the Selling Stockholders hereby waive and release, matters) or any other obligation to the fullest extent permitted by law, any claims that the Company or any Selling Stockholder may have against except the obligations expressly set forth in this Agreement, (iv) the Underwriters with respect and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or any Selling Stockholder and have no obligation to disclose or account to the Company or any breach Selling Stockholder for any of such differing interests, and (v) the Company and each Selling Stockholder has consulted its own legal, tax, accounting and financial advisors to the extent it deemed appropriate. The Company and each Selling Stockholder hereby agrees that it will not claim that the Underwriters, or alleged breach any of 35 them, have rendered advisory services of any fiduciary, advisory nature or respect, or owe a fiduciary or similar duty to the Company or any Selling Stockholder Stockholder, in connection with such transaction or the transactions contemplated by this Agreement or any matters process leading up to such transactions. thereto. View More
No Fiduciary Relationship. The Company and the Selling Stockholders each hereby acknowledge that the Underwriters are acting solely as underwriters underwriters, and the Independent Underwriter is acting solely as a "qualified independent underwriter" within the meaning of FINRA Rule 5121, in connection with the purchase and sale of the Company's securities. The Company and the Selling Stockholders each further acknowledge that the Underwriters and the Independent Underwriter are acting pursuant to a contractual relations...hip created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Underwriters or the Independent Underwriter 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 or the Independent Underwriter may undertake or has have undertaken in furtherance of the purchase and sale of the Company's securities, either before or after the date hereof. The Underwriters and the Independent Underwriter 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 and the Independent 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 or the Independent Underwriter 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 and the Independent Underwriter agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company or any Selling Stockholder, and that the Independent Underwriter is not acting as the agent or fiduciary of the Company or any Selling Stockholder and no Underwriter or Independent 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 or the Independent 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 or the Independent Underwriter 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
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
No Fiduciary Relationship. The Company and each of the Selling Stockholders each hereby acknowledge acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale offering of the Company's securities. The Company and each of 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, basis and in no event do the parties intend that the Underwriters ...act or be responsible as a fiduciary to the Company or any Company, its management, shareholders, creditors, the Selling Stockholders, their respective management, stockholders or creditors Stockholders or any other person in connection with any activity that the Underwriters may undertake or has have undertaken in furtherance of the purchase and sale offering of the Company's securities, either before or after the date hereof. hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company or any and the Selling Stockholder, Stockholders, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and each of the Selling Stockholders each hereby confirm their confirms its understanding and agreement to that effect. The Company and each of the Selling Stockholders hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or any of the Selling Stockholders with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Shares; and the Company and each of the Selling Stockholders 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 each of the Selling Stockholders 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 or any of the Selling Stockholders to the Company or any Selling Stockholder 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 or any Selling Stockholder. The Company, of 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). Stockholders. The Company and each of the Selling Stockholders hereby waive waives and release, releases, to the fullest extent permitted by law, any claims that the Company or any Selling Stockholder they may have against the Underwriters with respect to any breach or alleged breach of 35 any fiduciary, advisory fiduciary or similar duty to the Company or any of the Selling Stockholder Stockholders in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. View More