Fiduciary Rule Sample Clauses

Fiduciary Rule. The Selling Stockholder represents and warrants that it is not (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Code or (3) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.
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Fiduciary Rule. (a) To the extent the Broker/Dealer or their Representatives act as an “investment advice fiduciary,” as defined pursuant to 29 CFR section 2510.3-21, as effective June 9, 2017 (together with certain prohibited transaction exemptions (“PTEs”) added, revoked or amended in conjunction therewith and any future revisions thereto, the “DOL Fiduciary Rule”), with respect to any individual retirement annuities and to individual retirement accounts and other plans subject to Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and/or section 4975 of the Internal Revenue Code (“IRC”), (collectively, the “Covered Retirement Plans”) in connection with the purchase, holding, or disposition of a Contract, Broker/Dealer and their Representatives shall be responsible for complying with all applicable fiduciary standards and the conditions of an applicable PTE that covers the transaction or advice. In addition, to the extent that the Broker/Dealer or their Representatives rely or need to rely on a PTE that requires a “financial institution” to take responsibility for investment advice being provided to, and/or to enter into a written contract with, a Covered Retirement Plan, Broker/Dealer shall serve as such financial institution and enter into such written contract, as applicable, it being understood that neither GALIC nor GAA shall act as the “financial institution” or enter into a written contract with a Covered Retirement Plan. (b) With respect to any Contract held by or as a Covered Retirement Plan, Broker/Dealer understands that additional purchase payments made to the Contract and advice provided with respect to the Contract may be subject to the DOL Fiduciary Rule. If subject to the DOL Fiduciary Rule, Broker/Dealer shall be responsible for complying with all conditions of an applicable PTE. (c) Broker/Dealer acknowledges and agrees that GALIC and GAA shall not be required to, nor shall they, provide any investment advice, as defined under the DOL Fiduciary Rule, with respect to any Contract acquired or held by or as a Covered Retirement Plan for which the Broker/Dealer is the firm-of-record or a fiduciary under the DOL Fiduciary Rule. The Broker/Dealer further acknowledges and agrees that GALIC and GAA shall not be required, nor shall they have any responsibility, to determine if a transaction effected under a Contract was recommended by the Broker/Dealer or their Representatives or to otherwise provide any data or information regarding any Cont...
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Related to Fiduciary Rule

  • No Fiduciary Duty The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters 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 Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters 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.

  • No Fiduciary Relationship The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement is an arm’s-length commercial transaction pursuant to a contractual relationship between the Company and the Underwriters, (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 Company, (iii) the Underwriters have not assumed 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 the Underwriters have advised or are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (iv) in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, stockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of this offering of the Company’s securities, either before or after the date hereof and (v) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. 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 agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. The Company and the Underwriters agree that they are each responsible for making their own independent judgment 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.