Arm’s Length Contract Sample Clauses

Arm’s Length Contract. This Agreement has been negotiated "at arms length" by the parties hereto, each represented by counsel of its choice and each having an equal opportunity to participate in the drafting of the provisions hereof. Accordingly, in construing the provisions of this Agreement no party shall be presumed or deemed to be the "drafter" or "preparer" of the same.

Arm’s Length Contract. UMS hereby acknowledges and agrees that (i) the Dealer Managers are acting solely in the capacity of an arm’s length contractual counterparty to UMS with respect to the transaction contemplated hereby (including in connection with determining the terms of the Invitation) and not as a financial advisor or a fiduciary to or an agent of, UMS, or any other person, (ii) the Dealer Managers have not assumed an advisory or fiduciary responsibility in favor of UMS with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Dealer Managers have advised or are currently advising UMS on other matters) or any other obligation to UMS except the obligations expressly set forth in this Agreement and (iii) UMS has consulted its own legal and financial advisors to the extent it deemed appropriate and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein . Additionally, neither Dealer Manager is advising UMS or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Dealer Managers shall have no responsibility or liability to UMS with respect thereto, except as otherwise set forth herein. Any review by the Dealer Managers of UMS, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Dealer Managers and shall not be on behalf of UMS or any other person. Please indicate your willingness to act as Dealer Managers on the terms set forth herein and your acceptance of the foregoing provisions by signing in the space provided below for that purpose and returning to us a copy of this Agreement, whereupon this Agreement and your acceptance shall constitute a binding agreement between us. Very truly yours, UNITED MEXICAN STATES By: Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ de ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Deputy Undersecretary for Public Credit of the Ministry of Finance and Public Credit of the United Mexican States Accepted as of the date first set forth above: CREDIT SUISSE SECURITIES (USA) LLC By: Name: Title: ▇▇▇▇▇▇▇, SACHS & CO. By: (▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.) ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: Name: Title: 6.375% Global Notes due 2013 U.S.$ 1,168,414,000 US91086QAK40 01/16/2013 5.875% Global Notes due 2014 U.S.$ 1,291,108,000 US91086QAQ10 01/15/2014 5.875% Global Notes due 2014 U.S.$ 1,490,000,000 US91086QAX60 02/17/2014 6.625% Global Notes due 2...

Arm’s Length Contract. UMS hereby acknowledges and agrees that the Dealer Managers are acting solely in the capacity of an arm’s length contractual counterparty to UMS with respect to the transaction contemplated hereby (including in connection with determining the terms of the offering to purchase Old Bonds and to issue the Reopened Notes). Additionally, neither Dealer Manager is advising UMS or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. UMS 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 Dealer Managers shall have no responsibility or liability to UMS with respect thereto, except as otherwise set forth herein. Any review by the Dealer Managers of UMS, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Dealer Managers and shall not be on behalf of UMS or any other person. Please indicate your willingness to act as Dealer Managers on the terms set forth herein and your acceptance of the foregoing provisions by signing in the space provided below for that purpose and returning to us a copy of this Agreement, whereupon this Agreement and your acceptance shall constitute a binding agreement between us. Very truly yours, UNITED MEXICAN STATES By: Name: G▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Regordosa Title: Deputy Undersecretary for Public Credit of the Ministry of Finance and Public Credit of the United Mexican States Accepted as of the date first set forth above: BARCLAYS CAPITAL INC. By: Name: Title: M▇▇▇▇▇ S▇▇▇▇▇▇ & CO. INCORPORATED By: Name: Title: 8.125% Global Bonds due 2019 U.S.$2,025,434,000 US593048BN00 12/30/2019 8.00% Global Notes due 2022 U.S.$1,049,193,000 US91086QAJ76 09/24/2022 11.50% Global Bonds due 2026 U.S.$533,664,000 US593048AX90 05/15/2026 8.30% Global Notes due 2031 U.S.$2,691,426,000 US91086QAG38 08/15/2031 7.500% Global Notes due 2033 U.S.$2,485,878,000 US91086QAN88 04/08/2033 Expense Allocation for the Invitation (Pursuant to Section 7 of the Dealer Managers Agreement) Fees and Disbursements of Dealer Managers’ Counsel (a) 100 % 0 % Fees and Disbursements of UMS’s Counsel (b) 0 % 100 % Bloomberg Roadshow Expenses 100 % 0 % Luxembourg Listing Fees 100 % 0 % Fiscal and Paying Agents 100 % 0 % Settlement Agent 100 % 0 % Exchange Agent 100 % 0 % Information Agent 100 % 0 % Listing Agent 100 % 0 % A...