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 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 hereby acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with (i) the purchase and sale of the Company's securities. The Company further acknowledges that the Underwriters are acting Shares pursuant to a contractual relationship created solely by this Agre...ement 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, its management, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have 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 Shares) is an arm's-length commercial transaction between 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 several Underwriters, (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 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 Underwriter is acting solely as a principal and not the agent or fiduciary of the Company and Company, (iii) no Underwriter has assumed, and none of them will assume, any assumed an advisory or fiduciary responsibility in favor of the Company with respect to the transactions offering contemplated hereby or the process leading thereto (irrespective of whether any such Underwriter has advised or is currently advising the Company on other matters). matters) or any other obligation to the Company except the -19- 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 have no obligation to disclose or account to the Company for any of such differing interests, and (v) the Company has consulted its own legal, tax, accounting 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 Underwriters, or any of them, have against the Underwriters with respect to any breach or alleged breach rendered advisory services of any fiduciary, advisory nature or respect, or owe 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 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 hereby acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with (i) the purchase and sale of the Company's securities. The Company further acknowledges that the Underwriters are acting Shares pursuant to a contractual relationship created solely by this Agre...ement 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, its management, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have 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 Shares) is an arm's-length commercial transaction between 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 several Underwriters, (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 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 Underwriter is acting solely as a principal -20- and not the agent or fiduciary of the Company and Company, (iii) no Underwriter has assumed, and none of them will assume, any assumed an advisory or fiduciary responsibility in favor of the Company with respect to the transactions offering contemplated hereby or the process leading thereto (irrespective of whether any such Underwriter has advised or is currently advising the Company on other matters). matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (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 have no obligation to disclose or account to the Company for any of such differing interests, and (v) the Company has consulted its own legal, tax, accounting 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 Underwriters, or any of them, have against the Underwriters with respect to any breach or alleged breach rendered advisory services of any fiduciary, advisory nature or respect, or owe 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 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 hereby acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with (i) the purchase and sale of the Company's securities. The Company further acknowledges that the Underwriters are acting Shares pursuant to a contractual relationship created solely by this Agre...ement entered into on (including the determination of the terms of the offering of the Shares) is an arm's length basis, arm's-length commercial transaction between the Company and each of the several Underwriters, (ii) in no event do connection therewith and with the parties intend that the Underwriters act or be responsible process leading to such transaction, each Underwriter is acting solely as a fiduciary to the Company, its management, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Company's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and Company, (iii) no Underwriter has assumed, and none of them will assume, any assumed an advisory or fiduciary responsibility in favor of the Company with respect to the transactions offering contemplated hereby or the process leading thereto (irrespective of whether any such Underwriter has advised or is currently advising the Company on other matters). matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (iv) each of 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 have no obligation to disclose or account to the Company for any of such differing interests, and (v) the Company has consulted its own legal, tax, accounting and financial advisors to the extent it deemed appropriate. The Company hereby waives and releases, to agrees that it will not claim that either of the fullest extent permitted by law, Underwriters, or any claims that the Company may of them, have against the Underwriters with respect to any breach or alleged breach rendered advisory services of any fiduciary, advisory nature or respect, or owe 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 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 hereby acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with (i) the purchase and sale of the Company's securities. The Company further acknowledges that the Underwriters are acting Shares pursuant to a contractual relationship created solely by this Agre...ement 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, its management, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have 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 Shares) is an arm's-length commercial transaction between 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 several Underwriters, (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 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 Underwriter is acting solely as a principal and not the agent or fiduciary of the Company and Company, (iii) no Underwriter has assumed, and none of them will assume, any assumed an advisory or fiduciary responsibility in favor of the Company with respect to the transactions offering contemplated hereby or the process leading thereto (irrespective of whether any such Underwriter has advised or is currently advising the Company on other matters). matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (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 have no obligation to disclose or account to the Company for any of such differing interests, and (v) the Company has consulted its own legal, tax, accounting 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 Underwriters, or any of them, have against the Underwriters with respect to any breach or alleged breach rendered advisory services of any fiduciary, advisory nature or respect, or owe 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 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 hereby acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with (a) the purchase 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 Agre...ement 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, its management, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have 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 Shares) is an arm's-length commercial transaction between 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 several Underwriters, (b) 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 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 Underwriter is acting solely as a principal and not the agent or fiduciary of the Company and Company, (c) no Underwriter has assumed, and none of them will assume, any assumed an advisory or fiduciary responsibility in favor of the Company with respect to the transactions offering contemplated hereby or the process leading thereto (irrespective of whether any such Underwriter has advised or is currently advising the Company on other matters). matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (d) 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 have no obligation to disclose or account to the Company for any of such differing interests, and (e) the Company has consulted its own legal, tax, accounting 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 Underwriters, or any of them, have against the Underwriters with respect to any breach or alleged breach rendered advisory services of any fiduciary, advisory nature or respect, or owe 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 the Underwriters are acting solely as underwriters in connection with (i) the purchase and sale of the Company's securities. The Company further acknowledges that the Underwriters are acting Securities pursuant to a contractual relationship created solely by this Agreement entered into is an arm's-length commercial transaction between the Company, on an arm's length basis, the one hand, and the several Underwriters, on the other hand, (ii) in no ev...ent do connection therewith and with the parties intend that the Underwriters act or be responsible process leading to such transaction, each Underwriter is acting solely as a fiduciary to the Company, its management, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Company's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and Company, (iii) no Underwriter has assumed, and none of them will assume, any assumed an advisory or fiduciary responsibility in favor of the Company with respect to the transactions offering contemplated hereby or the process leading thereto (irrespective of whether any such Underwriter has advised or is currently advising the Company on other matters). matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company hereby waives and releases, to the fullest extent permitted by law, any claims agrees that it will not claim that the Company may have against the Underwriters with respect to Underwriters, or any breach or alleged breach of them, has rendered advisory services of any fiduciary, advisory nature or respect, or owes a fiduciary or similar duty to the Company Company, in connection with such transaction or the transactions contemplated by this process leading thereto. 22 14. No Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any matters leading up of them, with respect to such transactions. the subject matter hereof. View More
No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with and agrees that: (i) the purchase and sale of the Company's securities. The Company further acknowledges that the Underwriters are acting Securities pursuant to a contractual relationship created solely by this Agreement entered into on Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is 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 arm's-length commercial transaction between the Company, its management, stockholders or creditors or any on the one hand, and the Underwriter, on the other person hand; (ii) in connection with any activity that each transaction contemplated hereby and 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 process leading up to such transactions, transaction the Underwriter is 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 has been acting solely as a principal and is not the agent or fiduciary of the Company and no or its Affiliates, stockholders, members, partners, creditors or employees or any other party; (iii) the Underwriter has assumed, not assumed and none of them will assume, any not assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether any the 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; (iv) the Underwriter and its respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the Underwriter has no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company hereby waives and releases, to the fullest full extent permitted by applicable law, any claims that the Company it may have against the Underwriters with respect to any breach or Underwriter arising from an alleged breach of any fiduciary, advisory or similar fiduciary duty to the Company in connection with the transactions contemplated by this Agreement offering of the Securities or any matters leading up to such transactions. the offering of the Securities. View More
No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with and agrees that: (i) the purchase and sale of the Company's securities. The Company further acknowledges that the Underwriters are acting Securities pursuant to a contractual relationship created solely by this Agreement entered into on Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is 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 arm's-length commercial transaction between the Company, its management, stockholders or creditors or any on the one hand, and the Underwriter, on the other person hand; (ii) in connection with any activity that each transaction contemplated hereby and 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 process leading up to such transactions, transaction the Underwriter is 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 has been acting solely as a principal and is not the agent or fiduciary of the Company and no or its Affiliates, stockholders, members, partners, creditors or employees or any other party; (iii) the Underwriter has assumed, and none of them not assumed or will assume, any assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether any the 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; (iv) the Underwriter and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the Underwriter has no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company hereby waives and releases, to the fullest full extent permitted by applicable law, any claims that the Company it may have against the Underwriters with respect to any breach or Underwriter arising from an alleged breach of any fiduciary, advisory or similar fiduciary duty to the Company in connection with the transactions contemplated by this Agreement offering of the Securities or any matters leading up to such transactions. the offering of the Securities. View More
No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with (i) the purchase and sale of the Company's securities. The Company further acknowledges that the Underwriters are acting Securities pursuant to a contractual relationship created solely by this Agreement entered into is an arm's-length commercial transaction between the Company, on an arm's length basis, the one hand, and the several Underwriters, on the other, (ii) in no event d...o connection therewith and with the parties intend that the Underwriters act or be responsible process leading to such transaction each Underwriter is acting solely as a fiduciary to the Company, its management, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Company's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and Company, (iii) no Underwriter has assumed, and none of them will assume, any assumed an advisory or fiduciary responsibility in favor of the Company with respect to the transactions offering contemplated hereby or the process leading thereto (irrespective of whether any such Underwriter has advised or is currently advising the Company on other matters). matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company hereby waives and releases, to the fullest extent permitted by law, any claims agrees that it will not claim that the Company may have against the Underwriters with respect to Underwriters, or any breach or alleged breach of them, has rendered advisory services of any fiduciary, advisory nature or respect, or owes a fiduciary or similar duty to the Company Company, in connection with such transaction or the transactions contemplated by this process leading thereto. 23 14. No Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any matters leading up of them, with respect to such transactions. the subject matter hereof. View More
No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with and agrees that: (i) the purchase and sale of the Company's securities. The Company further acknowledges that the Underwriters are acting Securities pursuant to a contractual relationship created solely by this Agreement entered into on Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is 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 arm's-length commercial transaction between the Company, its management, stockholders or creditors or any on the one hand, and the Underwriter, on the other person hand; (ii) in connection with any activity that each transaction contemplated hereby and 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 process leading up to such transactions, transaction each Underwriter is 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 has been acting solely as a principal and is not the agent or fiduciary of the Company and or its Affiliates, stockholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed, and none of them assumed or will assume, any assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether any the 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; (iv) the Underwriter and its respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the Underwriter has no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company hereby waives and releases, to the fullest full extent permitted by applicable law, any claims that the Company it may have against the Underwriters with respect to any breach or Underwriter arising from an alleged breach of any fiduciary, advisory or similar fiduciary duty to the Company in connection with the transactions contemplated by this Agreement offering of the Securities or any matters leading up to such transactions. the offering of the Securities. View More
