No Agency or Fiduciary Relationship Sample Clauses

No Agency or Fiduciary Relationship. The existence of this Agreement or of a joint defense effort in connection with the Lawsuit shall not be deemed to create any new attorney‑client relationship between any attorney and any Party, nor any new fiduciary or agency relationships between any attorney and any Party. Any attorney-client or fiduciary relationships shall be determined without reference to this Agreement. This Agreement shall not be used offensively or defensively in any Lawsuit between the signatories to this Agreement involving any issues relating to or deriving from the Lawsuit. Nothing in this Agreement is intended to affect, waive or otherwise modify any agreement to defend or indemnify, or any reservation of rights in connection with same, between any Parties to this Agreement.
Sample 1
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No Agency or Fiduciary Relationship. Neither Party intends that any agency, partnership, fiduciary, employment or independent contractor relationship be created between them by this Agreement, and the formation of an agency, partnership, fiduciary, employment or independent contractor relationship between these Parties is hereby expressly negated.
Sample 1
No Agency or Fiduciary Relationship. The Partnership and the Company acknowledge and agree that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Partnership and the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Partnership or the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Partnership or the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Partnership or the Company on other matters) or any other obligation to the Partnership or the Company except the obligations expressly set forth in this Agreement and (iv) the Partnership and the Company have consulted their own legal and financial advisors to the extent they deemed appropriate. The Partnership and the Company agree that they will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Partnership or the Company, in connection with such transaction or the process leading thereto.
Sample 1
No Agency or Fiduciary Relationship. Buyer and Seller are independent entities; and all operations of Buyer hereunder shall be performed entirely for Buyer’s account and not as an agent, representative, employee or contractor of Seller; and all operations of Seller hereunder shall be performed entirely for Seller’s account and not as an agent, representative, employee or contractor of Buyer. Nothing in this Agreement or any applicable Individual Timber Sale Agreement shall be construed as creating any partnership or other fiduciary relationship between Buyer and Seller.
Sample 1
No Agency or Fiduciary Relationship. It is understood and agreed that ----------------------------------- Timber Co. and Xxxxxxxx-Xxxxx are independent entities; and that all operations of Timber Co. hereunder shall be performed entirely for Timber Co.'s account and not as an agent, representative, employee or contractor of Xxxxxxxx-Xxxxx; and that all operations of Xxxxxxxx-Xxxxx hereunder shall be performed entirely for Xxxxxxxx-Xxxxx'x account and not as an agent, representative, employee or contractor of Timber Co. Nothing in this Agreement shall be construed as creating any partnership or other fiduciary relationship between Timber Co. and Xxxxxxxx-Xxxxx.
Sample 1
No Agency or Fiduciary Relationship. It is understood and agreed that Potlatch and Partnership are independent entities; and that all operations of Potlatch hereunder shall be performed entirely for Potlatch's account and not as an agent, representative, employee or contractor of Partnership; and that all operations of Partnership hereunder shall be performed entirely for Partnership's account and not as an agent, representative, employee or contractor of Potlatch. Nothing in this Agreement shall be construed as creating any partnership or other fiduciary relationship between Potlatch and Partnership.
Sample 1

Related to No Agency or Fiduciary Relationship

  • No Fiduciary Relationship The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

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

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

  • No Agency Relationship Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.

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

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

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

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

  • Agency Relationship Nothing herein shall be construed as constituting the Sub-Advisor as an agent of the Trust or the Fund, except as otherwise contemplated herein.

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