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 221 contracts

Samples: At the Market Offering Agreement (Air Industries Group), At the Market Offering Agreement (Signing Day Sports, Inc.), At the Market Offering Agreement (electroCore, Inc.)

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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: Equity Distribution 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 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 13 contracts

Samples: At the Market Offering Agreement (TC BioPharm (Holdings) PLC), At the Market Offering Agreement (BIT Mining LTD), At the Market Offering Agreement (Can-Fite BioPharma 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 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 (Arlington Asset Investment 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 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: Equity Distribution Agreement (Danimer Scientific, Inc.), Equity Distribution Agreement (Triumph Group Inc), Equity Distribution 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’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 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: Equity Distribution Agreement (Amc Entertainment Holdings, Inc.), Equity Distribution Agreement (Amc Entertainment Holdings, Inc.), Equity Distribution Agreement (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’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: Equity Distribution Agreement (Associated Estates Realty Corp), Equity Distribution Agreement (Associated Estates Realty Corp), Equity Distribution Agreement (Associated Estates Realty 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 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 6 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.), At the Market Offering Agreement (Bridgeline Digital, Inc.), At the 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 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: At the Market Offering Agreement (Altamira Therapeutics Ltd.), At the Market Offering Agreement (XORTX Therapeutics Inc.), Equity Distribution Agreement (Draganfly 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 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: Equity Distribution Agreement (Karuna Therapeutics, Inc.), Equity Distribution Agreement (Karuna Therapeutics, Inc.), Equity Distribution 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 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: Equity Distribution Agreement (Biohaven Ltd.), Equity Distribution Agreement (Amicus Therapeutics, Inc.), Equity Distribution 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 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 4 contracts

Samples: Equity Distribution Agreement (Soundhound Ai, Inc.), Equity Distribution Agreement (Riley Exploration Permian, Inc.), Equity Distribution Agreement (Soundhound Ai, 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: Equity Distribution Agreement (Prologis, L.P.), Equity Distribution Agreement (Prologis, Inc.), Equity Distribution Agreement (Prologis, 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 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: At the Market Offering Agreement (Uranium Energy Corp), Equity Distribution Agreement (Amc Entertainment Holdings, Inc.), At the Market Offering 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 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 4 contracts

Samples: Equity Distribution Agreement (LendingTree, Inc.), Equity Distribution Agreement (Eversource Energy), Equity Distribution 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’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: Equity Distribution Agreement (Teekay Corp), Equity Distribution Agreement (Teekay Corp), Equity Distribution 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’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: At the Market Offering Agreement (Northern Dynasty Minerals LTD), At the Market Offering Agreement (Performance Shipping Inc.), At the Market Offering Agreement (Quantum Fuel Systems Technologies Worldwide, 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 3 contracts

Samples: Equity Distribution Agreement (Global Ship Lease, Inc.), Equity Distribution Agreement (Quantum-Si Inc), Equity Distribution Agreement (Quantum-Si 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: Market Offering Agreement (MGT Capital Investments Inc), At the 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 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: At the Market Offering Agreement (Ampio Pharmaceuticals, Inc.), At the Market Offering Agreement (NovaBay Pharmaceuticals, Inc.), At the Market Offering Agreement (NovaBay 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 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: At the Market Offering Agreement (TRX GOLD Corp), At the 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 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: At the Market Offering Agreement (Bitfarms LTD), At the Market Offering Agreement (Nuvectis Pharma, 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: Equity Distribution Agreement (Teekay Tankers Ltd.), Equity Distribution Agreement (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’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 2 contracts

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

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 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: At the Market Offering Agreement (Bionomics Limited/Fi), At the Market Offering Agreement (Renalytix 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 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: Equity Distribution Agreement (International Seaways, Inc.), Equity Distribution Agreement (International Seaways, 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: At the Market Offering Agreement (Windtree Therapeutics Inc /De/), At the Market Offering 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 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: At the Market Offering Agreement (Cleanspark, Inc.), At the Market Offering Agreement (Cleanspark, 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 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.), At the Market Offering Agreement (India Globalization Capital, 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: Equity Distribution Agreement (Citigroup Inc), Continuous Offering Program Equity Distribution Agreement (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 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: Equity Distribution Agreement (Vroom, Inc.), Equity Distribution Agreement (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 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 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: Equity Distribution 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 applicable Managers and any 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 agents 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 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 the transactions contemplated by this Agreement or the process leading thereto.

Appears in 1 contract

Samples: Equity Distribution Agreement (Cardlytics, 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: Equity Distribution Agreement (Beyond Meat, 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: Equity Distribution 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 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: Equity Distribution Agreement (Targa Resources Corp.)

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: Equity Distribution Agreement (Linn Energy, LLC)

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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 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: At the 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: Equity Distribution 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 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: Equity Distribution 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’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: At the 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’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: Equity Distribution Agreement (Associated Estates Realty 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 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’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: Equity Distribution 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 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: Equity Distribution Agreement (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 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 Manager and any affiliate through which it may be acting, on the other, , (ba) 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: Equity Distribution Agreement (Beyond Meat, 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: At the 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: Equity Distribution 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 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: At the Market Offering Agreement (Galiano Gold 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: Equity 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 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: Equity Distribution 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’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: At the Market Offering Agreement (Youngevity International, 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 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 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 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 an 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: At the Market Offering Agreement (U.S. GoldMining 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 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: Equity Distribution Agreement (Niska Gas Storage Partners LLC)

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’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 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: Equity Distribution Agreement (Bluebird Bio, Inc.)

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: At 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: Equity Distribution Agreement (Associated Estates Realty Corp)

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 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: At the Market Offering Agreement (Painreform Ltd.)

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