Non-Fiduciary Clause Samples
A Non-Fiduciary clause clarifies that the parties to an agreement do not owe each other fiduciary duties, such as duties of loyalty or care, beyond those expressly stated in the contract. In practice, this means that neither party is expected to act in the best interests of the other or to prioritize the other’s interests over their own, unless specifically required by the agreement. This clause is commonly used to prevent misunderstandings about the nature of the relationship and to limit potential legal claims based on alleged fiduciary obligations.
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Non-Fiduciary. No other party is acting as a fiduciary for it or as an advisor to it for the Transaction.
Non-Fiduciary. In addition, unless either (1) subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with subclause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that none of the Administrative Agent, the Arranger, or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in the Loans, the Lender Commitments and the Loan Documents (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Credit Agreement, any Loan Document or any documents related to hereto or thereto).
Non-Fiduciary. The Company acknowledges and agrees that the Agents and the Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Purchasers nor any Agents is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Agents and the Purchasers shall have no responsibility or liability to the Company with respect thereto. Any review by the Agents and the Purchasers of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agents and the Purchasers and shall not be on behalf of the Company.
Non-Fiduciary. The Administrative Agent, in its capacity as a Secured Party, shall have the same Rights under the Loan Documents as any other Lender and may exercise the same as though it were not acting as the Administrative Agent; and any resignation, or removal of the Administrative Agent hereunder shall not impair or otherwise affect any Rights which it has or may have in its capacity as an individual Secured Party. Each Lender and the Borrowers agree that the Administrative Agent is not a fiduciary for the Lenders or for the Borrowers but simply is acting in the capacity described herein to alleviate administrative burdens for both Borrowers and the Secured Parties, that the Administrative Agent has no duties or responsibilities to the Secured Parties or the Borrowers except those expressly set forth herein, and that Administrative Agents in its capacity as a Secured Party has all Rights of any other Secured Party.
Non-Fiduciary. Administrative Agent if also a Holder, in such capacity as a Holder, shall have the same Rights under the Loan Documents as any other Holder and may exercise the same as though it were not acting as Administrative Agent; the term "Holder" shall, unless the context otherwise indicates, include Administrative Agent; and any resignation, or removal of Administrative Agent hereunder shall not impair or otherwise affect any Rights which it has or may have in its capacity as an individual Holder. Each Holder and Borrowers agree that Administrative Agent is not a fiduciary for Holders or for Borrowers but simply is acting in the capacity described herein to alleviate administrative burdens for both Borrowers and Holders, that Administrative Agent has no duties or responsibilities to Holders or Borrowers except those expressly set forth herein, and that Administrative Agent in its capacity as a Holder has all Rights of any other Holder.