Common use of No Fiduciary Obligation Clause in Contracts

No Fiduciary Obligation. The Co-Obligors acknowledge and agree that in connection with this offering, sale of the Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the Co-Obligors and any other person, on the one hand, and the Underwriters, on the other, exists with respect to the offering of the Notes or the transactions contemplated by this Agreement; (ii) the Underwriters are not acting as advisor, expert or otherwise, to the Co-Obligors including, without limitation, with respect to the determination of the offering price of the Notes, and such relationship between the Co-Obligors, on the one hand, and the Underwriters, on the other with respect to the offering of the Notes or the transactions contemplated by this Agreement, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Co-Obligors shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and its affiliates may have interests that differ from those of the Co-Obligors. The Co-Obligors hereby waive any claims that the Co-Obligors may have against the Underwriters with respect to any breach of fiduciary duty in connection with the offering of the Notes or the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Underwriting Agreement (Sl Green Operating Partnership, L.P.), Underwriting Agreement (SL Green Operating Partnership, L.P.), Underwriting Agreement (Sl Green Operating Partnership, L.P.)

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No Fiduciary Obligation. The Co-Obligors SLG Parties acknowledge and agree that in connection with this offering, sale of the Notes Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the Co-Obligors SLG Parties and any other person, on the one hand, and the Underwriters, on the other, exists with respect to the offering of the Notes Securities or the transactions contemplated by this Agreement; (ii) the Underwriters are not acting as advisor, expert or otherwise, to the Co-Obligors SLG Parties including, without limitation, with respect to the determination of the offering price of the NotesSecurities, and such relationship between the Co-ObligorsSLG Parties, on the one hand, and the Underwriters, on the other with respect to the offering of the Notes Securities or the transactions contemplated by this Agreement, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Co-Obligors SLG Parties shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and its affiliates may have interests that differ from those of the Co-ObligorsSLG Parties. The Co-Obligors SLG Parties hereby waive any claims that the Co-Obligors SLG Parties may have against the Underwriters with respect to any breach of fiduciary duty in connection with the offering of the Notes Securities or the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Sl Green Operating Partnership, L.P.), Underwriting Agreement (Sl Green Operating Partnership, L.P.)

No Fiduciary Obligation. The Co-Obligors Transaction Entities acknowledge and agree that in connection with this offering, sale of the Notes Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the Co-Obligors Transaction Entities and any other person, on the one hand, and the Underwriters, on the other, exists with respect to the offering of the Notes Shares or the transactions contemplated by this Agreement; (ii) the Underwriters are not acting as advisor, expert or otherwise, to the Co-Obligors Transaction Entities including, without limitation, with respect to the determination of the public offering price of the NotesShares, and such relationship between the Co-ObligorsTransaction Entities, on the one hand, and the Underwriters, on the other with respect to the offering of the Notes Shares or the transactions contemplated by this Agreement, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Co-Obligors Transaction Entities shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and its their affiliates may have interests that differ from those of the Co-ObligorsTransaction Entities. The Co-Obligors Transaction Entities hereby waive any claims that the Co-Obligors Transaction Entities may have against the Underwriters with respect to any breach of fiduciary duty in connection with the offering of the Notes Shares or the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Sl Green Realty Corp)

No Fiduciary Obligation. The Co-Obligors Transaction Entities acknowledge and agree that in connection with this offering, sale of the Notes Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the Co-Obligors Transaction Entities and any other person, on the one hand, and the Underwriters, on the other, exists with respect to the offering of the Notes Securities or the transactions contemplated by this Agreement; (ii) the Underwriters are not acting as advisor, expert or otherwise, to the Co-Obligors Transaction Entities including, without limitation, with respect to the determination of the offering price of the NotesSecurities, and such relationship between the Co-ObligorsTransaction Entities, on the one hand, and the Underwriters, on the other with respect to the offering of the Notes Securities or the transactions contemplated by this Agreement, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Co-Obligors Transaction Entities shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and its their respective affiliates may have interests that differ from those of the Co-ObligorsTransaction Entities. The Co-Obligors Transaction Entities hereby waive any claims that the Co-Obligors Transaction Entities may have against the Underwriters with respect to any breach of fiduciary duty in connection with the offering of the Notes Securities or the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Sl Green Realty Corp)

No Fiduciary Obligation. The Co-Obligors Transaction Entities acknowledge and agree that in connection with this offering, sale of the Notes Shares or any other services the Underwriters Initial Purchaser may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersInitial Purchaser: (i) no fiduciary or agency relationship between the Co-Obligors Transaction Entities and any other person, on the one hand, and the UnderwritersInitial Purchaser, on the other, exists with respect to the offering of the Notes Shares or the transactions contemplated by this Agreement; (ii) the Underwriters are Initial Purchaser is not acting as advisor, expert or otherwise, to the Co-Obligors Transaction Entities including, without limitation, with respect to the determination of the public offering price of the NotesShares, and such relationship between the Co-ObligorsTransaction Entities, on the one hand, and the UnderwritersInitial Purchaser, on the other with respect to the offering of the Notes Shares or the transactions contemplated by this Agreement, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters Initial Purchaser may have to the Co-Obligors Transaction Entities shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters Initial Purchaser and its affiliates may have interests that differ from those of the Co-ObligorsTransaction Entities. The Co-Obligors Transaction Entities hereby waive any claims that the Co-Obligors Transaction Entities may have against the Underwriters Initial Purchaser with respect to any breach of fiduciary duty in connection with the offering of the Notes Shares or the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Sl Green Realty Corp)

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No Fiduciary Obligation. The Co-Obligors acknowledge Company acknowledges and agree agrees that in connection with this offering, sale of the Notes Shares or any other services the Underwriters Underwriter may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the UnderwritersUnderwriter: (ia) no fiduciary or agency relationship exists between the Co-Obligors Company and the Underwriter solely as a result of the sale of the Shares or any other person, on services the one hand, and the Underwriters, on the other, exists with respect Underwriter may be deemed to the offering of the Notes or the transactions contemplated by this Agreementbe providing hereunder; (iib) the Underwriters are Underwriter is not acting as advisor, expert or otherwise, to the Co-Obligors Company, including, without limitation, with respect to the determination of the public offering price of the NotesShares, and such relationship between the Co-Obligors, on the one hand, Company and the Underwriters, on the other with respect to the offering of the Notes or the transactions contemplated by this Agreement, Underwriter is entirely and solely commercial, based on arms-length EXECUTION COPY negotiations; (iiic) any duties and obligations that the Underwriters Underwriter may have to the Co-Obligors Company shall be limited to those duties and obligations specifically stated herein; and (ivd) the Underwriters Underwriter and its respective affiliates may have interests that differ from those of the Co-ObligorsCompany. The Co-Obligors Company hereby waive waives any claims that the Co-Obligors Company may have against the Underwriters Underwriter with respect to any breach of fiduciary duty in connection with the offering of the Notes or the transactions contemplated by this Agreementoffering.

Appears in 1 contract

Samples: Underwriting Agreement (Tivo Inc)

No Fiduciary Obligation. The Co-Obligors Transaction Entities acknowledge and agree that in connection with this offering, sale of the Notes Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the Co-Obligors Transaction Entities and any other person, on the one hand, and the Underwriters, on the other, exists with respect to the offering of the Notes Shares or the transactions contemplated by this Agreement; (ii) the Underwriters are not acting as advisor, expert or otherwise, to the Co-Obligors Transaction Entities including, without limitation, with respect to the determination of the public offering price of the NotesShares, and such relationship between the Co-ObligorsTransaction Entities, on the one hand, and the Underwriters, on the other with respect to the offering of the Notes Shares or the transactions contemplated by this Agreement, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Co-Obligors Transaction Entities shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and its affiliates may have interests that differ from those of the Co-ObligorsTransaction Entities. The Co-Obligors Transaction Entities hereby waive any claims that the Co-Obligors Transaction Entities may have against the Underwriters with respect to any breach of fiduciary duty in connection with the offering of the Notes Shares or the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Sl Green Realty Corp)

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