No Fiduciary Relationship Clause Example with 90 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 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
Variations of a "No Fiduciary Relationship" Clause from Business Contracts
No Fiduciary Relationship. The Company Holdings hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase subscription for and sale of the Company's Holdings' securities. The Company Holdings 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 Hol...dings, their respective management, stockholders shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase subscription for and sale of the Company's Holdings' securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, Holdings, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Holdings hereby confirms its understanding and agreement to that effect. The Company Holdings 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 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. The Company Holdings. Holdings and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company Holdings and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company Holdings 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 on other matters). The Company Holdings hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Holdings may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company Holdings in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 32 17. 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. The words "execution," "signed," "signature," and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, "pdf," "tif" or "jpg") and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. View More
No Fiduciary Relationship. The Company Holdings hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase subscription for and sale of the Company's Holdings' securities. The Company Holdings 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 Hol...dings, their respective management, stockholders shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase subscription for and sale of the Company's Holdings' securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, Holdings, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Holdings hereby confirms its understanding and agreement to that effect. The Company Holdings 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 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. The Company Holdings. Holdings and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company Holdings and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company Holdings 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 on other matters). The Company Holdings hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Holdings may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company Holdings in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 34 17. 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. The words "execution," "signed," "signature," and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, "pdf," "tif" or "jpg") and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. View More
No Fiduciary Relationship. The Company hereby acknowledges and agrees that (i) the Underwriters are acting solely as underwriters in connection with the purchase offer and sale of the Company's securities. The Company further acknowledges that the Underwriters are acting Shares pursuant to a contractual relationship created solely by this Agreement entered into (including pursuant to any Terms Agreement) is an arm's-length commercial transaction between the Company, on an arm's length basis, the one hand, and the applicab...le Manager, on the other, (ii) in connection therewith and with the process leading to such transaction, no event do the parties intend that the Underwriters act or be responsible Manager is acting as a fiduciary to of 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 (iii) no Manager has assumed an advisory 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 offering contemplated hereby or the process leading thereto (irrespective of whether any Underwriter such Manager 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 any applicable Terms Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. 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 Managers, 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
No Fiduciary Relationship. The Company hereby acknowledges and agrees that (i) the Underwriters are acting solely as underwriters in connection with the purchase offer and sale of the Company's securities. The Company further acknowledges that the Underwriters are acting Shares pursuant to a contractual relationship created solely by this Agreement entered into (including pursuant to any Terms Agreement) is an arm's-length commercial transaction between the Company, on an arm's length basis, the one hand, and the applicab...le Manager, on the other, (ii) in connection therewith and with the process leading to such transaction, no event do the parties intend that the Underwriters act or be responsible Manager is acting as a fiduciary to of 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 (iii) no Manager has assumed an advisory 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 offering contemplated hereby or the process leading thereto (irrespective of whether any Underwriter such Manager has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, matters) or 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 other obligation to the Company except the obligations expressly set forth in this Agreement and any applicable Terms Agreement (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate and (v) none of the activities of any Manager in connection with the transactions contemplated by this Agreement constitutes a recommendation, investment advice or the solicitation of any action by any Manager with respect to any entity or natural person. The Company agrees that it will not claim that the Managers, or any matters of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading up thereto. 15. Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between or among the Company and the Managers, or any of them, with respect to such transactions. the subject matter hereof. View More
No Fiduciary Relationship. The Company hereby acknowledges and agrees that (i) the Underwriters are underwriting of the International Offer Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several International Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each International Underwriter is 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 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 International 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 International 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. 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 International 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 process leading thereto; 17. Time of the Essence. Time shall be of the essence of this Agreement or any matters leading up to such transactions. Agreement. View More
No Fiduciary Relationship. The Company and the Guarantors hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company's securities. Securities. The Company and the Guarantors 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 fidu...ciary to the Company, its the Guarantors or their respective 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, Company and the Guarantors, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and each Guarantor hereby confirms its understanding and agreement to that effect. The Company Company, each Guarantor 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 the Guarantors 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 Company, each Guarantor and the Underwriters agree that the Underwriters are acting as principal principals and not as the agent agents or fiduciary fiduciaries of the Company or the Guarantors and no Underwriter has assumed, the Underwriters have not assumed and none of them will assume, not assume any advisory responsibility in favor of the Company or the Guarantors with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has the Underwriters have advised or is are currently advising the Company or the Guarantors on other matters). The Company and the Guarantors hereby waives waive and releases, release, to the fullest extent permitted by law, any claims that the Company they may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company and the Guarantors in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. 31 16. Counterparts. This Agreement may be signed by the parties in one or more counterparts that together shall constitute one and the same agreement among the parties. The words "execution," "signed," "signature," and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, the Indenture or the Notes shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, ".pdf," ".tif" or ".jpg") and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. View More
No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company's securities. Securities. The Company further acknowledges and agrees 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, st...ockholders or other equity owners 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, 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 agrees that they are each it is responsible for making their its own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters any Underwriter 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, Securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree agrees that the Underwriters are not acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them assumed or will assume, 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. 15. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words "execution," signed," "signature," and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement or the other Transaction Documents shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, "pdf", "tif" or "jpg") and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. View More
No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company's securities. Securities. The Company further acknowledges and agrees 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, st...ockholders shareholders or other equity owners 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, 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 agrees that they are each it is responsible for making their its own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters any Underwriter 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, Securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree agrees that the Underwriters are not acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them assumed or will assume, 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. 15. Counterparts; Electronic Signatures. 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. The words "signed," "execution," "signature," and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement or the other Transaction Agreements shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, "pdf," "tif" or "jpg") and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or sue of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law including, without limitation, any state law based on the Uniform Electronic Transmissions Act or the Uniform Commercial Code. View More
No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company's securities. Securities. The Company further acknowledges and agrees 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, st...ockholders shareholders or other equity owners 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, 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 agrees that they are each it is responsible for making their its own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters any Underwriter 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, Securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree agrees that the Underwriters are not acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them assumed or will assume, 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. 15. Counterparts; Electronic Signatures. This Agreement may be signed by the parties in counterparts, both of which together shall constitute one and the same agreement among the parties. The words "signed," "execution," "signature," and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement or the other Transaction Agreements shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, "pdf", "tif" or "jpg") and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. View More
No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company's securities. Securities. The Company further acknowledges and agrees 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, st...ockholders shareholders or other equity owners 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, 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 agrees that they are each it is responsible for making their its own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters any Underwriter 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, Securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree agrees that the Underwriters are not acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them assumed or will assume, 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. 35 16. Counterparts; Electronic Signatures. 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. The words "signed," "execution," "signature," and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement or the other Transaction Agreements shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, "pdf", "tif" or "jpg") and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. View More
