No Fiduciary or Advisory Relationship Sample Clauses

No Fiduciary or Advisory Relationship. Each of the Company and the Operating Partnership acknowledges and agrees that (a) the purchase and sale of Underwritten Securities pursuant to this Agreement and any Terms Agreement, including the determination of the initial public offering price of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction among the Company and the Operating Partnership, on the one hand, and the several Underwriters with respect to such Underwritten Securities, on the other hand, (b) in connection with any offering of Underwritten Securities and the process leading thereto, each Underwriter with respect to such offering will be acting solely as a principal and not as the agent or fiduciary of either of the Company or the Operating Partnership or any of their respective subsidiaries, or their respective shareholders, unitholders, creditors, employees or any other party, (c) no Underwriter with respect to any Underwritten Securities has assumed or will assume an advisory, fiduciary or similar responsibility in favor of the Company or the Operating Partnership with respect to any offering of Underwritten Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is, at the time of such offering, advising either of the Company or the Operating Partnership or any of their respective subsidiaries on other matters) and no Underwriter has or shall have any obligation to the Company or the Operating Partnership with respect to any offering of Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms 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 the Operating Partnership, and (e) the Underwriters have not provided any business, legal, accounting, regulatory or tax advice with respect to this Agreement and each of the Company and the Operating Partnership has consulted its own business, legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Each of the Company and the Operating Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that the Company and/or the Operating Partnership may have against any of the Underwriters with respect to any breach or alleged breach of any advisory, fiduciary or similar responsibility to the Company and the Opera...
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No Fiduciary or Advisory Relationship. The Issuer acknowledges and agrees that (i) the arrangements for purchase and sale of Notes pursuant to this Agreement are an arm’s length commercial transaction between the Issuer, on the one hand, and the several Dealers, on the other, (ii) in connection therewith and with the process leading to such transaction each Dealer is acting solely as a principal and not the agent or fiduciary of the Issuer, (iii) no Dealer has assumed an advisory or fiduciary responsibility in favour of the Issuer with respect to the offering of any Notes or the process leading thereto (irrespective of whether such Dealer has advised or is currently advised or is currently advising the Issuer on other matters) or any other obligation to the Issuer except the obligations expressly set forth in this Agreement and (iv) the Issuer have each consulted their own legal and financial advisors to the extent they deemed appropriate. The Issuer agrees that it will not claim that the Dealers, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer, in connection with such transaction or the process leading thereto.
Sample 1Sample 2
No Fiduciary or Advisory Relationship. You and your Representatives acknowledge and agree that the Company is not responsible as a fiduciary and is not acting as an adviser (as to financial, legal, accounting, regulatory, tax or any other matters) to you or any of your Representatives in connection with any part of a Potential Transaction or the process in connection therewith (irrespective of whether the Company has advised or is currently advising you or any of your Representatives on other matters). You and your Representatives acknowledge and agree that you are each responsible for making an independent judgment in relation to a Potential Transaction (and each part of it) and the process in connection therewith and for obtaining all necessary financial, legal, accounting, regulatory, tax and other advice that you deem necessary or appropriate.
Sample 1
No Fiduciary or Advisory Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and any Arranger, the Administrative Agent, the Issuing Lender, the Swingline
Sample 1
No Fiduciary or Advisory Relationship. Recipient and Recipient’s Representatives acknowledge and agree that the Company is not responsible as a fiduciary and is not acting as an adviser (as to financial, legal, accounting, regulatory, tax or any other matters) to Recipient or any of Recipient’s Representatives in connection with any part of a Potential Transaction or the process in connection therewith (irrespective of whether the Company has advised or is currently advising Recipient or any of Recipient’s Representatives on other matters). Recipient and Recipient’s Representatives acknowledge and agree that Recipient are each responsible for making an independent judgment in relation to a Potential Transaction (and each part of it) and the process in connection therewith and for obtaining all necessary financial, legal, accounting, regulatory, tax and other advice that Recipient deem necessary or appropriate.
Sample 1

Related to No Fiduciary or Advisory Relationship

  • No Advisory or Fiduciary Relationship The Company acknowledges and agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

  • No Advisory Relationship a. You acknowledge and agree that (i) the purchase and sale of Notes is an arms-length transaction between you and Prosper; (ii) in connection with the purchase and sale of Notes, Prosper is not acting as your agent or fiduciary; (iii) Prosper assumes no advisory or fiduciary responsibility with respect to you in connection with the purchase and sale of Notes; (iv) Prosper has not provided you with any legal, accounting, regulatory or tax advice with respect to Notes; and (v) you have consulted your own legal, accounting, regulatory and tax advisors with respect to the Notes to the extent you have deemed it appropriate.

  • No Fiduciary Relationship The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering 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 hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and 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 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 or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

  • Absence of Fiduciary Relationship The Company acknowledges and agrees that:

  • Fiduciary Relationship The Advisor, as a result of its relationship with the Company and the Operating Partnership pursuant to this Agreement, has a fiduciary responsibility and duty to the Company, the Stockholders and the partners in the Operating Partnership.

  • ABSENCE OF FIDUCIARY RELATIONSHIPS The parties acknowledge and agree that (i) the Dealer Manager’s responsibility to the Company and the Advisor is solely contractual in nature, and (ii) the Dealer Manager does not owe the Company, the Advisor, any of their respective affiliates or any other Person any fiduciary (or other similar) duty as a result of this Agreement or any of the transactions contemplated hereby.

  • No Advisory or Fiduciary Responsibility In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of its Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

  • Disclaimer of Fiduciary Relationship The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand, (ii) in connection with the Offering contemplated by this Agreement and the process leading to such transaction, the Underwriters are and have been acting pursuant to a contractual relationship created solely by this Agreement and are not agents or fiduciaries of the Company or its securityholders, creditors, employees or any other party, (iii) no Underwriter has assumed nor will it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Securities contemplated by this Agreement or the process leading thereto (irrespective of whether such Underwriter or its affiliates has advised or is currently advising the Company on other matters) and each such Underwriter has no obligation to the Company with respect to the offering of the Securities contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

  • Depository Relationship To induce the Lender to establish the interest rates provided in the Note, Borrowers will use Lender as its principal depository bank and the Borrowers covenant and agree to maintain Lender as their principal depository bank, including for the maintenance of business, cash management, and operating and administrative deposit accounts.

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