Common use of Duties, Immunities and Liabilities of Trustee and Dissemination Agent Clause in Contracts

Duties, Immunities and Liabilities of Trustee and Dissemination Agent. The Dissemination Agent (if other than the Trustee or the Trustee in its capacity as Dissemination Agent) shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Community College Districts agree to indemnify and save the Dissemination Agent and the Trustee, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorney’s fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s or Trustee’s negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the Community College Districts for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the Community College Districts from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the Community College Districts hereunder and shall not be deemed to be acting in any fiduciary capacity for the Community College Districts, Owners or any other party. The obligations of the Community College Districts under this Section shall survive resignation or removal of the Dissemination Agent or Trustee and payment of the Notes and the Note Participations.

Appears in 1 contract

Samples: Trust Agreement

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Duties, Immunities and Liabilities of Trustee and Dissemination Agent. Article VIII of the Indenture is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Indenture. The Dissemination Agent (if other than shall be entitled to the protections and limitations from liability afforded to the Trustee or thereunder. Neither the Trustee in nor the Dissemination Agent shall be responsible for the form or content of any Annual Report or notice of Listed Event. The Dissemination Agent shall receive reasonable compensation for its capacity as services provided under this Disclosure Agreement. The Dissemination Agent) Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. To the extent permitted by law, and the Community College Districts agree Facilities District agrees to indemnify and save the Dissemination Agent and the TrusteeAgent, their its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorney’s attorneys’ fees) of defending against any claim of liability, but excluding liabilities and which are not due to the Dissemination Agent’s or Trustee’s its negligence or its willful misconduct. The Dissemination Agent shall be paid compensation by the Community College Districts for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the Community College Districts from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the Community College Districts hereunder and shall not be deemed to be acting in any fiduciary capacity for the Community College Districts, Owners or any other party. The obligations of the Community College Districts Facilities District under this Section shall survive resignation or removal of the Dissemination Agent or Trustee and payment the termination of this Disclosure Agreement. The Dissemination Agent has no power to enforce performance on the part of the Notes and Community Facilities District. The Dissemination Agent shall not be responsible for the Note Participationscontent of any notice or report prepared by the Community Facilities District pursuant to this Disclosure Agreement.

Appears in 1 contract

Samples: Continuing Disclosure Agreement

Duties, Immunities and Liabilities of Trustee and Dissemination Agent. The Dissemination Agent (if other than the Trustee or the Trustee in its capacity as Dissemination Agent) shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Community College Districts Local Agencies agree to indemnify and save the Dissemination Agent and the Trustee, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorney’s fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s or Trustee’s negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the Community College Districts Local Agencies for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the Community College Districts Local Agencies from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the Community College Districts Local Agencies hereunder and shall not be deemed to be acting in any fiduciary capacity for the Community College DistrictsLocal Agencies, Owners or any other party. The obligations of the Community College Districts Local Agencies under this Section shall survive resignation or removal of the Dissemination Agent or Trustee and payment of the Notes and the Note Participations.

Appears in 1 contract

Samples: Trust Agreement

Duties, Immunities and Liabilities of Trustee and Dissemination Agent. Article VIII of the Trust Agreement is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Trust Agreement, and the Trustee and Dissemination Agent shall be entitled to the protections, limitations from liability and indemnities afforded the Trustee thereunder. The Dissemination Agent (if other than the Trustee or the Trustee in its capacity as Dissemination Agent) shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Community College Districts agree County agrees, to the extent permitted by law, to indemnify and save the Dissemination Agent and the Trustee, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorney’s attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s 's or Trustee’s negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the Community College Districts County for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the Community College Districts amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the Community College Districts hereunder and shall not be deemed to be acting in any fiduciary capacity for the Community College Districts, Owners or any other party. The obligations of the Community College Districts County under this Section shall survive resignation or removal of the Dissemination Agent or Trustee and payment of the Notes and the Note ParticipationsBonds.

Appears in 1 contract

Samples: Continuing Disclosure Agreement

Duties, Immunities and Liabilities of Trustee and Dissemination Agent. [Article VIII] of the Indenture is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Indenture. The Dissemination Agent (if other than shall be entitled to the protections and limitations from liability afforded to the Trustee or thereunder. Neither the Trustee in nor the Dissemination Agent shall be responsible for the form or content of any Annual Report or notice of Listed Event. The Dissemination Agent shall receive reasonable compensation for its capacity as services provided under this Disclosure Agreement. The Dissemination Agent) Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. To the extent permitted by law, and the Community College Districts Disclosure Parties severally agree to indemnify and save the Dissemination Agent and the TrusteeAgent, their its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorney’s attorneys’ fees) of defending against any claim of liability, but excluding liabilities and which are not due to the Dissemination Agent’s or Trustee’s its negligence or its willful misconduct. The Dissemination Agent shall be paid compensation by the Community College Districts for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the Community College Districts from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the Community College Districts hereunder and shall not be deemed to be acting in any fiduciary capacity for the Community College Districts, Owners or any other party. The obligations of the Community College Districts Disclosure Parties under this Section shall survive resignation or removal of the Dissemination Agent or Trustee and payment of the Notes and the Note Participationstermination of this Disclosure Agreement. The Dissemination Agent has no power to enforce performance on the part of any Disclosure Party. The Dissemination Agent shall not be responsible for the content of any notice or report prepared by any Disclosure Party pursuant to this Disclosure Agreement.

Appears in 1 contract

Samples: Continuing Disclosure Agreement

Duties, Immunities and Liabilities of Trustee and Dissemination Agent. ArticleIX of the Indenture is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Indenture. The Dissemination Agent (if other than the Trustee or the Trustee in its capacity as Dissemination Agent) and the Trustee shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Community College Districts agree PAC agrees to indemnify and save the Dissemination Agent and the Trustee, Trustee and their officers, directors, employees and agents, agents harmless against any loss, expense and liabilities which it they may incur arising out of or in the exercise or performance of its their powers and duties hereunder, including the costs and expenses (including attorney’s attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s 's or Trustee’s 's respective negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the Community College Districts Obligated Party for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the Community College Districts from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the Community College Districts Obligated Party hereunder and shall not be deemed to be acting in any a fiduciary capacity for the Community College DistrictsObligated Party, Owners the Holders or Beneficial Own- ers of the Bonds or any other party. The obligations of the Community College Districts Obligated Party under this Section shall survive resignation or removal of the Dissemination Agent or Trustee and payment of the Notes and the Note ParticipationsBonds.

Appears in 1 contract

Samples: Continuing Disclosure Agreement

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Duties, Immunities and Liabilities of Trustee and Dissemination Agent. Article VIII of the Indenture is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Indenture. The Dissemination Agent shall be entitled to the protections and limitations from liability afforded to the Trustee thereunder. Neither the Trustee nor the Dissemination Agent shall be responsible for the form or content of any Annual Report or notice of Listed Event. The Dissemination Agent shall receive reasonable compensation for its services provided under this Disclosure Agreement and shall be reimbursed for its reasonable expenses (including attorneys’ fees and expenses) incurred by it in the exercise or performance of its powers and duties hereunder. The Dissemination Agent (if other than the Trustee or the Trustee in its capacity as Dissemination Agent) shall have only such duties as are specifically set forth in this Disclosure Agreement. To the extent permitted by law, and the Community College Districts agree Facilities District agrees to indemnify and save the Dissemination Agent and the TrusteeAgent, their its officers, directors, employees and agents, harmless against any loss, expense and liabilities which incurred by it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorney’s feesattorneys’ fees and expenses) of defending against any claim of liability, but excluding liabilities and which are not due to the Dissemination Agent’s or Trustee’s its negligence or its willful misconduct. The Dissemination Agent shall be paid compensation by the Community College Districts for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the Community College Districts from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the Community College Districts hereunder and shall not be deemed to be acting in any fiduciary capacity for the Community College Districts, Owners or any other party. The obligations of the Community College Districts Facilities District under this Section shall survive resignation or removal of the Dissemination Agent or Trustee and payment of the Notes and the Note Participationstermination of this Disclosure Agreement.

Appears in 1 contract

Samples: Continuing Disclosure Agreement

Duties, Immunities and Liabilities of Trustee and Dissemination Agent. Article VI of the Trust Agreement is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Trust Agreement and the Trustee and the Dissemination Agent shall be entitled to the protections, limitations from liability and indemnities afforded the Trustee thereunder. The Dissemination Agent (if other than and the Trustee or the Trustee in its capacity as Dissemination Agent) shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Community College Districts agree District agrees to indemnify and save the Trustee and Dissemination Agent and the TrusteeAgent, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which it they may incur arising out of or in the exercise or performance of its their powers and duties hereunder, including the costs and expenses (including attorney’s attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s or Trustee’s respective negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the Community College Districts District for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the Community College Districts amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent and the Trustee shall have no duty or obligation to review any information provided to it by the Community College Districts them hereunder and shall not be deemed to be acting in any fiduciary capacity for the Community College DistrictsDistrict, Owners the Holders or any other party. Neither the Trustee nor the Dissemination Agent shall have any liability to the Holders or any other party for any monetary damages or financial liability of any kind whatsoever related to or arising from this Disclosure Agreement. The obligations of the Community College Districts District under this Section shall survive resignation or removal of the Dissemination Agent or Trustee and payment of the Notes and the Note ParticipationsBonds.

Appears in 1 contract

Samples: Continuing Disclosure Agreement

Duties, Immunities and Liabilities of Trustee and Dissemination Agent. The Dissemination Agent (if other than the Trustee or the Trustee in its capacity as Dissemination Agent) shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Community College Districts Local Educational Agencies agree to indemnify and save the Dissemination Agent and the Trustee, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorney’s attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s or Trustee’s negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the Community College Districts Local Educational Agencies for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the Community College Districts Local Educational Agencies from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the Community College Districts Local Educational Agencies hereunder and shall not be deemed to be acting in any fiduciary capacity for the Community College DistrictsLocal Educational Agencies, Owners or any other partyparty and shall have no power to enforce compliance by the Local Educational Agencies with the provisions hereof. The obligations of the Community College Districts Local Educational Agencies under this Section shall survive resignation or removal of the Dissemination Agent or Trustee and payment of the Notes and the Note Participations.

Appears in 1 contract

Samples: Trust Agreement

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