No Advisory or Fiduciary Role. The Corporation acknowledges and agrees that:
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 advisor in this transaction that has legal fiduciary duties to the Issuer, then the Issuer is free to engage a municipal advisor to serve in that capacity.
No Advisory or Fiduciary Role. Each of the Issuer and the Borrower acknowledges and agrees that: (a) the transactions contemplated by this Bond Purchase Agreement are arm’s length, commercial transactions among the Issuer, the Borrower and the Underwriter, in which Xxxxx Fargo Bank, NA, through the Xxxxx Fargo Bank, NA Municipal Products Group, which conducts municipal securities sales, trading and underwriting operations on behalf of Xxxxx Fargo Bank, NA acting solely as a principal and not acting as a municipal advisor, financial advisor or fiduciary to the Borrower; (b) the Underwriter has not assumed any advisory or fiduciary responsibility to the Issuer or the Borrower with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter or its affiliates have provided other services or is currently providing other services to the Issuer or the Borrower on other matters); (c) the only obligations the Underwriter has to the Issuer or the Borrower with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement; (d) the Issuer and the Borrower have each consulted their own respective financial and/or municipal, legal, accounting, tax, and other advisors, as applicable, to the extent deemed appropriate; (e) the primary role of the Underwriter, acting through the Xxxxx Fargo Bank, National Association Municipal Products Group, which conducts municipal securities sales, trading and underwriting operations on behalf of Xxxxx Fargo Bank, National Association, as the Underwriter, is to purchase the Bonds, for resale to investors, in an arm’s length commercial transaction between the Issuer, the Underwriter and the Borrower. The Underwriter has financial and other interests that differ from those of the Issuer and the Borrower.
No Advisory or Fiduciary Role. Each of the Remarketing Agents hereby notifies the Authority that it is not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended), and that it does not have a fiduciary duty to the Authority or any other party in connection with the matters contemplated by this Remarketing Agreement. The Authority and the Remarketing Agents acknowledge and agree that: (i) the transactions contemplated by this Remarketing Agreement are arm’s length, commercial transactions between the Authority and the Remarketing Agents in which each 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 Authority; (ii) the Remarketing Agents have not assumed any advisory or fiduciary responsibility to the Authority with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Remarketing Agents or their affiliates have provided other services or are currently providing other services to the Authority on other matters) or other contractual, advisory or fiduciary obligation to the Authority related to this Remarketing Agreement except the contractual obligations set forth in this Remarketing Agreement and the Indenture or otherwise imposed by law; and (iii) the Authority has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. [Signature Page Follows]
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
No Advisory or Fiduciary Role. The City acknowledges and agrees that
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. 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: In Witness Whereof, the City, for and on behalf of its Department of Aviation, has caused this Bond Purchase Agreement to be executed by the duly authorized officers on , 2017.
No Advisory or Fiduciary Role. The Authority acknowledges and agrees that:
