No Advisory or Fiduciary Role. The Corporation acknowledges and agrees that:
(i) the purchase and sale of the 20 Bonds pursuant to this Bond Purchase Agreement is an arm’s-length commercial transaction between the Corporation and the Underwriter[s]; (ii) in connection therewith and with the process leading to such transaction the Underwriter[s] [is][are] acting solely as a principal and not the agent or fiduciary of the Corporation, and in particular that the Underwriter[s] [is][are] not acting as a “municipal advisor” (as defined in Section 15B of the Exchange Act); (iii) the Underwriter[s] [has][have] not assumed an advisory or fiduciary responsibility in favor of the Corporation with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriter[s] [has][have] advised or [is][are] currently advising the Corporation on other matters) or any other obligation to the Corporation except the obligations expressly set forth in this Bond Purchase Agreement; (iv) the Corporation has consulted its own legal and financial advisors to the extent it deemed appropriate; and (v) the Underwriter[s] [has][have] financial and other interests that differ from those of the Corporation. The Corporation agrees that it will not claim that the Underwriter[s] [has][have] rendered advisory services of any nature or respect, or owe[s] a fiduciary or similar duty to the Corporation in connection with such transaction or the process leading thereto.
No Advisory or Fiduciary Role. The Issuer and the Company each acknowledges and agrees that: (i) the Underwriter is not acting as a municipal advisor within the meaning of Section 15B of the Exchange Act; (ii) the primary role of the Underwriter, as underwriter, is to purchase securities, for resale to investors, in an arm’s length commercial transaction between the Issuer and the Underwriter and the Underwriter has financial and other interests that differ from those of the Issuer and the Company; (iii) the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Issuer or the Company and has not assumed any advisory or fiduciary responsibility to the Issuer or the Company with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Issuer or the Company); (iv) the only obligations the Underwriter has to the Issuer with respect to the transactions contemplated hereby expressly are set forth in this Bond Purchase Agreement; and (v) the Issuer and the Company have consulted their own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent they have deemed appropriate.
No Advisory or Fiduciary Role. The District and the Remarketing Agent acknowledge and agree that: (i) the transactions contemplated by this Remarketing Agreement are arm’s length, commercial transactions among the District and the Remarketing Agent in which the Remarketing Agent is acting solely as a principal or agent, as applicable, and is not acting as a municipal advisor, financial advisor or fiduciary to the District; (ii) the Remarketing Agent has not assumed any advisory or fiduciary responsibility to the District with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Remarketing Agent or its affiliates have provided other services or are currently providing other services to the District on other matters) or other contractual, advisory or fiduciary obligation to the District related to this Remarketing Agreement except the contractual obligations expressly set forth in this Remarketing Agreement; (iii) the Remarketing Agent has a duty to deal with the District in a fair and reasonable manner, but must balance that duty with its duty to determine interest rates on the Bonds and perform its other responsibilities as Remarketing Agent in a manner that is fair and reasonable to investors; (iv) the District and the Remarketing Agent have each consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate; and (v) the responsibilities and obligations of the Remarketing Agent under this Agreement are purely contractual in nature and the Remarketing Agent is not undertaking and is not serving in the capacity as agent under the law of agency.
No Advisory or Fiduciary Role. The Issuer acknowledges and agrees that: (i) any purchase of, or arrangement for the sale of, the Notes contemplated by this Agreement will be pursuant to an arm’s-length commercial transaction between the Issuer and the Dealer and that the Dealer has financial and other interests that differ from those of the issuer; (ii) the Dealer is not acting as a municipal advisor, financial advisor, or fiduciary to the Issuer and has not assumed any advisory or fiduciary responsibility to the Issuer with respect to any transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Dealer has provided other services or is currently providing other services to the Issuer on other matters); (iii) the only obligations the Dealer has to the Issuer with respect to any transaction contemplated hereby expressly are set forth in this Agreement; and (iv) the Issuer has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. If the Issuer would like a municipal
No Advisory or Fiduciary Role. The Authority acknowledges and agrees that: (i) the primary role of the Underwriters, is to purchase securities, for resale to investors, in an arm’s-length commercial transaction between the Authority and the Underwriters and that the Underwriters have financial and other interests that differ from those of the Authority; (ii) the Underwriters are not acting as a municipal advisor, financial advisor, or fiduciary to the Authority and have not assumed any advisory or fiduciary responsibility to the Authority with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the Authority on other matters); and (iii) the Authority has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. If the Authority would like a municipal advisor in this transaction that has legal fiduciary duties to the Authority, then the Authority is free to engage a municipal advisor to serve in that capacity.
No Advisory or Fiduciary Role. (a) The Corporation acknowledges and agrees that: (a) the transactions contemplated by this Dealer Agreement are arm’s-length commercial transactions between
(i) the Corporation and (ii) the Dealer; (b) the Dealer is acting solely as a co-Dealer for the Commercial Paper Notes and as a principal in connection with the matters contemplated by and all communications under this Dealer Agreement, and is not acting as the agent or fiduciary or Municipal Advisor (as defined in Section 15B of the Securities and Exchange Act of 1934) of the Corporation and its advisors in connection with the matters contemplated by this Dealer Agreement; and (c) the Dealer has financial and other interests that differ from those of the Corporation.
No Advisory or Fiduciary Role. The City acknowledges and agrees that
(a) the transactions contemplated by this Reimbursement Agreement, the Fee Letter and the Letter of Credit are arm’s-length commercial transactions between the City and the Bank; (b) the Bank is acting solely as a principal (i.e., as a lender) in connection with the matters contemplated by and all communications under this Reimbursement Agreement, the Fee Letter and the Letter of Credit, and is not acting as the agent or fiduciary or Municipal Advisor (as defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the “Municipal Advisor Rules”)) of the City and its advisors in connection with the matters contemplated by this Reimbursement Agreement, the Fee Letter and the Letter of Credit; (c) the Bank is relying on the bank exemption in the Municipal Advisor Rules; and (d) the Bank has financial and other interests that differ from those of the City.
No Advisory or Fiduciary Role. The District and the Remarketing Agent acknowledge and agree that: (i) the transactions contemplated by this Remarketing Agreement are arm’s length, commercial transactions among the District and the Remarketing Agent in which the Remarketing Agent is acting solely as a principal or agent, as applicable, and is not acting as a municipal advisor, financial advisor or fiduciary to the District; (ii) the Remarketing Agent has not assumed any advisory or fiduciary responsibility to the District with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Remarketing Agent or its affiliates have provided other services or are currently providing other services to the District on other matters) or other contractual, advisory or fiduciary obligation to the District related to this Remarketing Agreement except the contractual obligations expressly set forth in this Remarketing Agreement;
No Advisory or Fiduciary Role. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or the other Related Documents), the City, for and on behalf of its Department of Aviation, acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the services regarding this Agreement provided by the Bank and any Affiliate thereof are arm’s-length commercial transactions between the City, for and on behalf of its Department of Aviation, on the one hand, and the Bank and its Affiliates, on the other hand, (ii) the City, for and on behalf of its Department of Aviation, has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the City, for and on behalf of its Department of Aviation, is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Related Documents; (b) (i) the Bank and its Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor (municipal, financial or otherwise), agent or fiduciary, for the City or any other Person and (ii) neither the Bank nor any of its Affiliates has any obligation to the City with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Related Documents; and (c) the Bank and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the City, and neither the Bank nor any of its Affiliates has any obligation to disclose any of such interests to the City. To the fullest extent permitted by law, the City, for and on behalf of its Department of Aviation, hereby waives and releases any claims that it may have against the Bank or any of its Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby. [End of Bond Purchase Agreement] Very truly yours, Bank of America, N.A. By: Name: Title:
No Advisory or Fiduciary Role. The District acknowledges and agrees that: (i) the primary role of Xxxxx Xxxxxxx, as an underwriter, is to purchase securities for resale to investors or place securities with investors in an arms-length commercial transaction between the District and Xxxxx Xxxxxxx and that Xxxxx Xxxxxxx may have financial and other interests that differ from those of the District (ii) Xxxxx Xxxxxxx is not acting as a municipal advisor, financial advisor or fiduciary to the District or any other person or entity for the Bonds contemplated herein and has not assumed any advisory or fiduciary responsibility to the District with respect to the transactions contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether Xxxxx Xxxxxxx has provided other services or is currently providing other services to the District on other matters) (iii) the only obligations Xxxxx Xxxxxxx has to the District with respect to the transactions contemplated hereby expressly are set forth in this Agreement and (iv) the District has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein.
