Common use of No Fiduciary Duty Clause in Contracts

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 165 contracts

Samples: Market Offering Agreement (Adial Pharmaceuticals, Inc.), The Market Offering Agreement (Innovative Eyewear Inc), The Market Offering Agreement (Immucell Corp /De/)

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No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 16 contracts

Samples: Terms Agreement (LTC Properties Inc), Equity Distribution Agreement (LTC Properties Inc), Equity Distribution Agreement (LTC Properties Inc)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Agent and any affiliate through which it may be acting, on the other, (b) the Manager Agent is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager Agent in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager Agent has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager Agent has rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 10 contracts

Samples: Equity Distribution Agreement (Arlington Asset Investment Corp.), Equity Distribution Agreement (Arlington Asset Investment Corp.), Equity Distribution Agreement (Colony Financial, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Initial Purchasers and any affiliate Affiliate through which it may be acting, on the other, (b) the Manager is Initial Purchasers are acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a an agent or fiduciary of the Company and (c) the Company’s engagement of the Manager Initial Purchasers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Manager Initial Purchasers has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has Initial Purchasers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company in connection with such transaction or the process leading thereto.

Appears in 9 contracts

Samples: Letter Agreement (Wmi Holdings Corp.), Purchase Agreement (Protalix BioTherapeutics, Inc.), Purchase Agreement (Nuance Communications, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the each Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the a Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the a Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 7 contracts

Samples: Amc Entertainment (Amc Entertainment Holdings, Inc.), Amc Entertainment Holdings, Inc., Amc Entertainment Holdings, Inc.

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Agents and any affiliate through which it they may be acting, on the other, (b) the Manager each Agent is acting solely as a sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager each Agent in connection with the offering and the process leading up to the offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager an Agent has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager either Agent has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 7 contracts

Samples: Equity Distribution Agreement (Orchid Island Capital, Inc.), Equity Distribution Agreement (Orchid Island Capital, Inc.), Equity Distribution Agreement (Orchid Island Capital, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 7 contracts

Samples: Terms Agreement (National Retail Properties, Inc.), Terms Agreement (National Retail Properties, Inc.), Terms Agreement (National Retail Properties, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s 's securities and not as a fiduciary of the Company and (c) the Company’s 's engagement of the Manager in connection with the offering and the process leading up to the offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 6 contracts

Samples: Distribution Agreement (Associated Estates Realty Corp), Terms Agreement (Associated Estates Realty Corp), Terms Agreement (Associated Estates Realty Corp)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares ADSs pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 6 contracts

Samples: Market Offering Agreement (Canaan Inc.), Market Offering Agreement (ReneSola LTD), Market Offering Agreement (Addex Therapeutics Ltd.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Agents and any affiliate through which it they may be acting, on the other, (b) the Manager each Agent is acting solely as a sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager each Agent in connection with the offering and the process leading up to the offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager an Agent has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager any Agent has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 5 contracts

Samples: Equity Distribution Agreement (Orchid Island Capital, Inc.), Equity Distribution Agreement (Orchid Island Capital, Inc.), Equity Distribution Agreement (Orchid Island Capital, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (ai) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (bii) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (ciii) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 5 contracts

Samples: Sales Agreement (NewAge, Inc.), Market Offering Agreement (Air Industries Group), Market Offering Agreement (New Age Beverages Corp)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the each Manager and any affiliate through which it may be acting, on the other, (b) the each Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the a Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the a Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 4 contracts

Samples: Market Offering Agreement (Uranium Energy Corp), The Market Offering Agreement (Americas Gold & Silver Corp), Terms Agreement (Opgen Inc)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company it on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto.

Appears in 4 contracts

Samples: Terms Agreement (Amicus Therapeutics, Inc.), Terms Agreement (Fibrogen Inc), Terms Agreement (Biohaven Ltd.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it the Manager may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 4 contracts

Samples: Market Offering Agreement (Altamira Therapeutics Ltd.), Equity Distribution Agreement (Draganfly Inc.), Equity Distribution Agreement

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Managers and any affiliate through which it may be acting, on the other, (b) the each Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Manager Managers has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has Managers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 4 contracts

Samples: Terms Agreement (Karuna Therapeutics, Inc.), Terms Agreement (Karuna Therapeutics, Inc.), Terms Agreement (Applied Therapeutics Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the each Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the a Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the a Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto.

Appears in 4 contracts

Samples: Terms Agreement (Prologis, Inc.), Terms Agreement (Prologis, Inc.), Terms Agreement (Prologis, L.P.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate Affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 3 contracts

Samples: Market Offering Agreement (NovaBay Pharmaceuticals, Inc.), Market Offering Agreement (NovaBay Pharmaceuticals, Inc.), Market Offering Agreement (Ampio Pharmaceuticals, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (ai) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (bii) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (ciii) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 3 contracts

Samples: At the Market Offering Agreement (MGT Capital Investments Inc), Market Offering Agreement (MGT Capital Investments Inc), At the Market Offering Agreement (MGT Capital Investments Inc)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the each Manager and any affiliate through which it may be acting, on the other, (b) the each Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the each Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the any Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the any Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 3 contracts

Samples: Equity Distribution Agreement (Soundhound Ai, Inc.), Terms Agreement (Sanchez Energy Corp), Terms Agreement (Riley Exploration Permian, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities Shares and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading theretotransactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Terms Agreement (Teekay Corp), Terms Agreement (Teekay Corp), Terms Agreement (Teekay Corp)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the each Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the a Manager has advised or is currently advising the Company it on related or other matters). The Company agrees that it will not claim that the a Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto.

Appears in 3 contracts

Samples: Terms Agreement (Eversource Energy), Terms Agreement (Carnival PLC), Terms Agreement (Silvergate Capital Corp)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s 's securities and not as a fiduciary of the Company and (c) the Company’s 's engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 3 contracts

Samples: Market Offering Agreement (Performance Shipping Inc.), Market Offering Agreement (Northern Dynasty Minerals LTD), At the Market Offering Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase offering and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase offering and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 2 contracts

Samples: The Market Offering Agreement (Windtree Therapeutics Inc /De/), Terms Agreement (Windtree Therapeutics Inc /De/)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Managers and any affiliate affiliates through which it any of them may be acting, on the other, (b) the Manager is Managers are acting solely as sales agent agents and/or principal principals in connection with the purchase and sale of the Company’s securities Shares and not as a fiduciary fiduciaries of the Company Company, and (c) the Company’s engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has Managers have advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has Managers have rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto.

Appears in 2 contracts

Samples: Terms Agreement (3d Systems Corp), Terms Agreement (Targa Resources Corp.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 2 contracts

Samples: The Market Offering Agreement (Nuvectis Pharma, Inc.), Bitfarms LTD

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company Company, and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 2 contracts

Samples: Market Offering Agreement (Cleanspark, Inc.), The Market Offering Agreement (Cleanspark, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (ai) the purchase and sale of the Shares Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (bii) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (ciii) the Company’s engagement of the Manager by the Company in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Companyit, in connection with such transaction or the process leading thereto.

Appears in 2 contracts

Samples: Citigroup Inc, Citigroup Inc

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities Shares and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company it on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading theretotransactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Terms Agreement (Teekay Tankers Ltd.), Teekay Tankers Ltd.

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Managers and any affiliate through which it may be acting, on the other, (b) the Manager is Managers are acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has Managers have advised or is are currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has Managers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 2 contracts

Samples: At the Market Offering Agreement (India Globalization Capital, Inc.), Market Offering Agreement (India Globalization Capital, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the each Manager and any affiliate through which it may be acting, on the other, (b) the each Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the each Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the a Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the a Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 2 contracts

Samples: Terms Agreement (TRX GOLD Corp), Market Offering Agreement (Pear Therapeutics, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Managers and any respective affiliate through which it they may be acting, on the other, (b) the Manager is Managers are acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities Shares and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the any Manager has advised or is currently advising the Company it on related or other matters). The Company agrees that it will not claim that the Manager has Managers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading theretotransactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Terms Agreement (International Seaways, Inc.), Terms Agreement (International Seaways, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company it on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto.

Appears in 2 contracts

Samples: Terms Agreement (Vroom, Inc.), Keurig Dr Pepper (Keurig Dr Pepper Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Managers and any affiliate through which it may be acting, on the other, (b) the Manager is Managers are acting solely as sales agent agents and/or principal principals in connection with the purchase and sale of the Company’s securities and not as a fiduciary fiduciaries of the Company and (c) the Company’s engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Manager Managers has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has Managers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Terms Agreement (Mercury Systems Inc)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s 's securities and not as a fiduciary of the Company and (c) the Company’s 's engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Market Offering Agreement (HIVE Blockchain Technologies Ltd.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the each Manager and any affiliate through which it may be acting, on the other, (b) the each Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the each Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the a Manager has advised or is currently advising the Company it on related or other matters). The Company agrees that it will not claim that the a Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto.

Appears in 1 contract

Samples: Equity Distribution Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Managers and any affiliate through which it may be acting, on the other, (b) the Manager is Managers are acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the any Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the any Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Terms Agreement (American Airlines, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it the Manager may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s 's securities and not as a fiduciary of the Company and (c) the Company’s 's engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Market Offering Agreement (GREAT PANTHER MINING LTD)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Continuous Offering Program Agreement (Opexa Therapeutics, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company it on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto.

Appears in 1 contract

Samples: Quantum-Si Inc

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities Shares and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company it on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto.

Appears in 1 contract

Samples: Terms Agreement (Beyond Meat, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares Offered Units pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Terms Agreement (Linn Energy, LLC)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares ADSs pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the each Manager and any affiliate through which it may be acting, on the other, (b) the each Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the a Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the a Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: The Market Offering Agreement (ReneSola LTD)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Terms Agreement (Associated Estates Realty Corp)

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No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Sales Agreement (Applied Therapeutics Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities Shares and not as a fiduciary of the Company and (c) the Company’s 's engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company it on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading theretotransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Terms Agreement (Dorian LPG Ltd.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager each Agent and any affiliate through which it may be acting, on the other, (b) the Manager each Agent is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager each Agent in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager any Agent has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager any Agent has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Terms Agreement (HCI Group, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Managers and any affiliate through which it may be acting, on the other, (b) the Manager is Managers are acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has Managers have advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has Managers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: United Airlines, Inc.

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto.

Appears in 1 contract

Samples: Terms Agreement (Prologis)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager each Agent and any affiliate through which it such Agent may be acting, on the otherother hand, (b) the Manager each Agent is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities Shares and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager each Agent in connection with the offering and the process leading up to the offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager an Agent has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager either Agent has rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Equity Distribution Agreement (Dynex Capital Inc)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the each Manager and any affiliate through which it may be acting, on the other, (b) the each Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the each Manager in connection with the offering and the process leading up to the offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments judgment in connection with the offering (irrespective of whether the a Manager has advised or is currently advising the Company it on related or other matters). The Company agrees that it will not claim that the a Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto.

Appears in 1 contract

Samples: Terms Agreement (Arcus Biosciences, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Managers and any affiliate through which it may be acting, on the other, (b) the Manager is Managers are acting solely as sales agent agents and/or principal principals in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has Managers have advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has Managers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Distribution Agreement (Millendo Therapeutics, Inc.)

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Distribution Agreement (Central Vermont Public Service Corp)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: PhaseBio Pharmaceuticals Inc

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. 13.

Appears in 1 contract

Samples: Market Offering Agreement (Caladrius Biosciences, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the each Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the each Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the a Manager has advised or is currently advising the Company it on related or other matters). The Company agrees that it will not claim that the a Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto.

Appears in 1 contract

Samples: Original Agreement (Fibrogen Inc)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities Shares and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company it on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to any of the Company, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto.

Appears in 1 contract

Samples: Terms Agreement (Bluebird Bio, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Ordinary Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Agents and any affiliate through which it may be acting, on the other, (b) the Manager is Agents are acting solely as sales agent agents and/or principal principals in connection with the purchase and sale of the Company’s securities Ordinary Shares and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager Agents in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has Agents have advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has Agents have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading theretotransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Terms Agreement (Ferroglobe PLC)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the each Manager and any affiliate through which it may be acting, on the other, (b) the Manager is Managers are acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the each Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the a Manager has advised or is currently advising the Company it on related or other matters). The Company agrees that it will not claim that the a Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto.

Appears in 1 contract

Samples: Equity Distribution Agreement (Emergent BioSolutions Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Managers and any affiliate affiliates through which it they may be acting, on the other, (b) the each Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has Managers have advised or is are currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has Managers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Equity Distribution Agreement (Apellis Pharmaceuticals, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the Manager Managers and any affiliate through which it may be acting, on the other, (b) the Manager is Managers are acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s 's securities and not as a fiduciary of the Company and (c) the Company’s 's engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has Managers have advised or is are currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has Managers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: The Market Offering Agreement (India Globalization Capital, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares Offered Notes pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and each of the Manager Agents and any affiliate through which it may be acting, on the other, (b) each of the Manager Agents is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a an agent or fiduciary of the Company and (c) the Company’s engagement of each of the Manager Agents in connection with the offering Offering and the process leading up to the offering Offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering Offering (irrespective of whether any of the Manager Agents has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has Agents have rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Agency Agreement (Canadian Pacific Railway LTD/Cn)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares Offered Units pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the each Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of any of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Manager Managers has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the any Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Linn Energy, LLC

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares Offered Units pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Terms Agreement (Niska Gas Storage Partners LLC)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Offered Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and each of the Manager Managers and any affiliate through which it may be acting, on the otherother hand, (b) the each Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities Common Stock and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the any Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the any Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Oneok Inc /New/

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Managers and any affiliate affiliates through which it may be acting, on the other, (b) the Manager is Managers are acting solely as sales agent agents and/or principal principals in connection with the purchase and sale of the Company’s securities Shares and not as a fiduciary fiduciaries of the Company Company, and (c) the Company’s engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has Managers have advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has Managers have rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, in connection with such transaction the transactions contemplated by this Agreement or the process leading thereto.

Appears in 1 contract

Samples: Terms Agreement (Targa Resources Corp.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has have advised or is are currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Market Offering Agreement (Youngevity International, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the each Manager and any affiliate through which it may be acting, on the other, (b) the each Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s 's securities and not as a fiduciary of the Company and (c) the Company’s 's engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the a Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the a Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Terms Agreement (Galiano Gold Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Managers and any affiliate through which it any of them may be acting, on the other, (b) the Manager is Managers are acting solely as sales agent agents and/or principal principals in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has Managers have advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has Managers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Terms Agreement (Eloxx Pharmaceuticals, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares AMC Preferred Equity Units pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Amc Entertainment (Amc Entertainment Holdings, Inc.)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager Managers and any affiliate through which it any of them may be acting, on the other, (b) the Manager is Managers are acting solely as sales agent agents and/or principal principals in connection with the purchase and sale of the Company’s securities and not as a fiduciary fiduciaries of the Company and (c) the Company’s engagement of the Manager Managers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has Managers have advised or is are currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has Managers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Terms Agreement (PhaseBio Pharmaceuticals Inc)

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, NY18477005 on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s 's securities and not as a fiduciary of the Company and (c) the Company’s 's engagement of the Manager in connection with the offering and the process leading up to the offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Terms Agreement (Associated Estates Realty Corp)

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