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

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. 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, the Community Facilities District agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, and which are not due to its negligence or its willful misconduct. The obligations of the Community Facilities District under this Section shall survive resignation or removal of the Dissemination Agent and the termination of this Disclosure Agreement.

Appears in 1 contract

Samples: Continuing Disclosure Agreement

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Duties, Immunities and Liabilities of Trustee and Dissemination Agent. [Article VIII 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. 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, the Community Facilities District agrees Disclosure Parties severally agree to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, and which are not due to its negligence or its willful misconduct. The obligations of the Community Facilities District Disclosure Parties under this Section shall survive resignation or removal of the Dissemination Agent and the termination 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. Article VIII of the Indenture is hereby made applicable to this the Disclosure Agreement as if this the Disclosure Agreement were (solely for this purpose) contained in the Indenture. The , and the Trustee and the Dissemination Agent shall be entitled to the protections and protections, limitations from liability and indemnities 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. 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 the Disclosure Agreement. To , and the extent permitted by law, the Community Facilities District Issuer agrees to indemnify and save the Dissemination AgentAgent and the Trustee, its 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 attorneys’ attorneys fees) of defending against any claim of liability, and which are not but excluding liabilities due to its the Dissemination Agent’s or the Trustee’s respective negligence or its willful misconduct. The obligations of the Community Facilities District Issuer under this Section shall survive resignation or removal of the Dissemination Agent and the termination Trustee and payment of this Disclosure Agreementthe Bonds. The Dissemination Agent shall be paid compensation by the Authority for its services provided hereunder in accordance with its schedule of fees as 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 them hereunder and shall not be deemed to be acting in any fiduciary capacity for the Authority, the Bondholders, or any other party.

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 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. 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 , and the extent permitted by law, the Community Facilities District agrees Local Educational Agencies agree to indemnify and save the Dissemination AgentAgent and the Trustee, its 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 attorneys’ attorneys fees) of defending against any claim of liability, and which are not but excluding liabilities due to its the Dissemination Agent’s or Trustee’s negligence or its willful misconduct. The Dissemination Agent shall be paid compensation by the Local Educational Agencies for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the 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 Local Educational Agencies hereunder and shall not be deemed to be acting in any fiduciary capacity for the Local Educational Agencies, Owners or any other party and shall have no power to enforce compliance by the Local Educational Agencies with the provisions hereof. The obligations of the Community Facilities District Local Educational Agencies under this Section shall survive resignation or removal of the Dissemination Agent or Trustee and payment of the Notes and the termination of this Disclosure AgreementNote Participations.

Appears in 1 contract

Samples: Trust Agreement

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Duties, Immunities and Liabilities of Trustee and Dissemination Agent. Article VIII 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 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. 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. To , and the extent permitted by law, the Community Facilities District PAC agrees to indemnify and save the Dissemination Agent, its Agent and the 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 attorneys' fees) of defending against any claim of liability, and which are not but excluding liabilities due to its the Dissemination Agent's or Trustee's respective negligence or its willful misconduct. The Dissemination Agent shall be paid compensation by the Obligated Party for its services provided hereunder and all expenses, legal fees and advances made or incurred by the Dissemination Agent hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the Obligated Party hereunder and shall not be deemed to be acting in a fiduciary capacity for the Obligated Party, the Holders or Beneficial Own- ers of the Bonds or any other party. The obligations of the Community Facilities District Obligated Party under this Section shall survive resignation or removal of the Dissemination Agent or Trustee and payment of the termination of this Disclosure AgreementBonds.

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 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. 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 , and the extent permitted by law, the Community Facilities District agrees Local Agencies agree to indemnify and save the Dissemination AgentAgent and the Trustee, its 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 attorneys’ attorney’s fees) of defending against any claim of liability, and which are not but excluding liabilities due to its the Dissemination Agent’s or Trustee’s negligence or its willful misconduct. The Dissemination Agent shall be paid compensation by the Local Agencies for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the 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 Local Agencies hereunder and shall not be deemed to be acting in any fiduciary capacity for the Local Agencies, Owners or any other party. The obligations of the Community Facilities District Local Agencies under this Section shall survive resignation or removal of the Dissemination Agent or Trustee and payment of the Notes and the termination of this Disclosure AgreementNote Participations.

Appears in 1 contract

Samples: Trust Agreement

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