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 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 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
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 their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the Underwriter have 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 hand, (ii) in no ev...ent do connection therewith and with the parties intend that the Underwriters act or be responsible process leading to such transaction, each Underwriter is acting solely as a fiduciary to the Company, its management, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Company's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and Company, (iii) no Underwriter has assumed, and none of them will assume, any assumed an advisory or fiduciary responsibility in favor of the Company with respect to the transactions offering contemplated hereby or the process leading thereto (irrespective of whether any such Underwriter has advised or is currently advising the Company on other matters). matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. 22 The Company hereby waives and releases, to the fullest extent permitted by law, any claims agrees that it will not claim that the Company may have against the Underwriters with respect to Underwriters, or any breach or alleged breach of them, has rendered advisory services of any fiduciary, advisory nature or respect, or owes a fiduciary or similar duty to the Company Company, in connection with such transaction or the transactions contemplated by this Agreement or any matters process leading up to such transactions. thereto. View More
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 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, (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 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 Underwriting Agreement are entered into on an arm's length basis, arm's-length basis between the Company, on the one hand, and the several Underwriters, on the other, (ii) in no event do c...onnection therewith and with the parties intend that the Underwriters act or be responsible process leading to such purchase and sale, each Underwriter is acting solely as a principal and not the agent or 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 hereof, (iii) no Underwriter has assumed an advisory or fiduciary or similar obligations responsibility in favor of the Company with respect to the Company, either offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Underwriting Agreement and (iv) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by this Agreement the Underwriters with respect to any entity or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. natural person. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and transactions. The Company agrees that it will not claim that the Underwriters, or any opinions of them, has rendered advisory services of any nature or views expressed by the Underwriters respect, or owes a fiduciary or similar duty to the Company regarding Company, in connection with 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 thereto. 21 16. Waiver of whether any Underwriter has advised or is currently advising the Company on other matters). The Company Jury Trial. Each party hereto hereby waives and releases, irrevocably waives, to the fullest extent permitted by applicable law, any claims that the Company may have against the Underwriters with respect and all right to trial by jury in any breach legal proceeding arising out of or alleged breach of any fiduciary, advisory relating to this Underwriting Agreement or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. hereby. View More
No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters Agents are acting solely as underwriters Agents in connection with the purchase and sale of the Company's securities. securities contemplated hereby. The Company further acknowledges that the Underwriters Agents are acting pursuant to a contractual relationship created solely by this Agency Agreement entered into on an arm's length basis, and in no event do the parties intend that the Underwriters Agents act or be responsible as a fiduciary t...o the Company, its management, stockholders shareholders or creditors or any other person in connection with any activity that the Underwriters Agents may undertake or have undertaken in furtherance of the such purchase and sale of the Company's securities, either before or after the date hereof. The Underwriters Agents hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agency 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 Agents 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 Agents 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 Agents agree that the Underwriters Agents are acting as principal and not the agent or fiduciary of the Company and no Underwriter Agent has assumed, and none of them no Agent 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 Agent 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 Agents 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 Agency Agreement or any matters leading up to such transactions. 16. Counterparts. This Agency Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agency Agreement by facsimile transmission shall constitute valid and sufficient delivery thereof. 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 Underwriting Agreement are entered into on an arm's length basis, arm's-length basis between the Company, on the one hand, and the several Underwriters, on the other, (ii) in no event do c...onnection therewith and with the parties intend that the Underwriters act or be responsible process leading to such purchase and sale, each Underwriter is acting solely as a principal and not the agent or 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 hereof, and (iii) no Underwriter has assumed an advisory or fiduciary or similar obligations responsibility in favor of the Company with respect to the Company, either in connection with offering contemplated hereby or the transactions contemplated by this Agreement process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any matters leading up other obligation to such transactions, and the Company hereby confirms its understanding and agreement to that effect. except the obligations expressly set forth in this Underwriting Agreement. The Company and the 20 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. transactions. The Company and the Underwriters agree agrees that it will not claim that the Underwriters are acting as principal and not the agent Underwriters, or fiduciary any of the Company and no Underwriter them, has assumed, and none of them will assume, any rendered 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 services of any fiduciary, advisory nature or respect, or owes a fiduciary or similar duty to the Company Company, in connection with such transactions 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 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. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. View More
No Fiduciary Relationship. The Company 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 Underwriting Agreement are 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 arm's-length basis bet...ween the Company, its management, stockholders or creditors or any other person on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with any activity that the Underwriters may undertake or have undertaken in furtherance of the process leading to such purchase and sale each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company's securities, Company, either before or after the date hereof. The Underwriters hereby expressly disclaim any hereof, and (iii) no Underwriter has assumed an advisory or fiduciary or similar obligations responsibility in favor of the Company with respect to the Company, either in connection with offering contemplated hereby or the transactions contemplated by this Agreement process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any matters leading up other obligation to such transactions, and the Company hereby confirms its understanding and agreement to that effect. except the obligations expressly set forth in this Underwriting Agreement. 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. transactions. The Company and the Underwriters agree agrees that it will not claim that the Underwriters are acting as principal and not the agent Underwriters, or fiduciary any of the Company and no Underwriter them, has assumed, and none of them will assume, any rendered 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 services of any fiduciary, advisory nature or respect, or owes a fiduciary or similar duty to the Company Company, in connection with such transactions or the transactions contemplated by this Agreement or any matters process leading up to such transactions. thereto. View More
