No Fiduciary Relationship Clause Example with 11 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. 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
Variations of a "No Fiduciary Relationship" Clause from Business Contracts
No Fiduciary Relationship. Each of the Company Transaction Entities acknowledges that (i) it is contracting with the Underwriters on an arm's length basis to provide the services described herein, (ii) in connection with the offering contemplated hereby and the Operating Partnership acknowledges process leading to such transaction, the Underwriters are and agrees that the Agents are each have been acting solely as a principal and are not acting in the a fiduciary capacity of an arm's-length contractual counterparty with r...espect to the Company, the Operating Partnership, or their stockholders, partners, creditors or employees, (iii) the Underwriters have not and are not assuming or creating any advisory or fiduciary responsibility in favor of 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 the offering) and not as a financial advisor whether such Underwriter has advised or a fiduciary to, or an agent of, the Company, the Operating Partnership or any other person. Additionally, the Agents are not is currently 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 on other matters) and the Underwriters have not and are not assuming any duties or obligations in connection with the offering of the Offered Securities, other than those expressly set forth in this Agreement, and (iv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect thereto. Any review by an Agent to the offering contemplated hereby and each of the Company or and the Operating Partnership, Partnership has consulted its own legal, accounting, regulatory and tax advisors to 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. extent it deemed appropriate. View More
No Fiduciary Relationship. Each of the Company and the Operating Partnership acknowledges and agrees that the Agents are each [Name of Agent] is acting solely in the capacity of an arm's-length 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 Part...nership or any other person. Additionally, the Agents are [Name of Agent] is 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 investigations and appraisal appraisals of the transactions contemplated hereby, and the Agents [Name of Agent] shall not have any no responsibility or liability to the Company or the Operating Partnership with respect thereto. Any review by an Agent [Name of Agent] of the Company or Company, the Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Agent [Name of Agent] and shall not be on behalf of the Company or the Operating Partnership. View More
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
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 34 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
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 34 the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is... not 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
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 34 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
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
No Fiduciary Relationship. Each of the The Company and the Operating Partnership acknowledges acknowledge and agrees agree that the Agents are each Subject Agent is acting solely in the capacity of an arm's-length 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 or the Operating Partnership or any other person. Additionally, the Agents are Subject Agent is not advising the Company, Company or 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 Subject Agent shall not have any no responsibility or liability to the Company or the Operating Partnership with respect thereto. Any review by an the Subject 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 the Subject Agent and shall not be on behalf of the Company or the Operating Partnership. 36 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
No Fiduciary Relationship. Each of the Company and the Operating Partnership acknowledges and agrees that the Agents are each Subject Agent is acting solely in the capacity of an arm's-length 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 37 with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, Company or the Op...erating Partnership or any other person. Additionally, the Agents are Subject Agent is not advising the Company, Company or 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 Subject Agent shall not have any no responsibility or liability to the Company or the Operating Partnership with respect thereto. Any review by an the Subject 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 the Subject Agent and shall not be on behalf of the Company or the Operating Partnership. View More
No Fiduciary Relationship. Each of the The Company and the Operating Partnership acknowledges acknowledge and agrees agree that the Agents are each Subject Agent is acting solely in the capacity of an arm's-length 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 or the Operating Partnership or any other person. Additionally, the Agents are Subject Agent is not advising the Company, Company or 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 Subject Agent shall not have any no responsibility or liability to the Company or the Operating Partnership with respect thereto. Any review by an the Subject 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 the Subject Agent and shall not be on behalf of the Company or the Operating Partnership. View More
