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.
Appears in 12 contracts
Samples: Bond Purchase Agreement, Bond Purchase Agreement, Bond Purchase Agreement
No Advisory or Fiduciary Role. The Corporation acknowledges and agrees that:
(i) the purchase and sale of the 20 [YEAR] Bonds pursuant to this Bond Purchase Agreement is an arm’s-length commercial transaction between the Corporation and the Underwriter[s]Underwriters; (ii) in connection therewith and with the process leading to such transaction the Underwriter[s] [is][are] Underwriters are acting solely as a principal principals and not the agent agents or fiduciary fiduciaries of the Corporation, and in particular that the Underwriter[s] [is][are] Underwriters are not acting as a “municipal advisoradvisors” (as defined in Section 15B of the Exchange Act); (iii) the Underwriter[s] [has][have] Underwriters 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] any Underwriter has advised or [is][are] is 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] Underwriters 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] Underwriters have rendered advisory services of any nature or respect, or owe[s] owe a fiduciary or similar duty to the Corporation in connection with such transaction or the process leading thereto.
Appears in 2 contracts
No Advisory or Fiduciary Role. The Corporation acknowledges and agrees that:
(i) the purchase and sale of the 20 2020 Bonds pursuant to this Bond Purchase Agreement is an arm’s-length commercial transaction between the Corporation and the Underwriter[s]Underwriters; (ii) in connection therewith and with the process leading to such transaction the Underwriter[s] [is][are] Underwriters are acting solely as a principal principals and not the agent agents or fiduciary fiduciaries of the Corporation, and in particular that the Underwriter[s] [is][are] Underwriters are not acting as a “municipal advisoradvisors” (as defined in Section 15B of the Exchange Act); (iii) the Underwriter[s] [has][have] Underwriters 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] any Underwriter has advised or [is][are] is 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] Underwriters 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] Underwriters have rendered advisory services of any nature or respect, or owe[s] owe a fiduciary or similar duty to the Corporation in connection with such transaction or the process leading thereto.
Appears in 1 contract
Samples: Bond Purchase Agreement
No Advisory or Fiduciary Role. The Corporation acknowledges and agrees that:
(i) the purchase and sale of the 20 Series 2022A Bonds pursuant to this Bond Purchase Agreement is an arm’s-length commercial transaction between the Corporation and the Underwriter[s]Underwriters; (ii) in connection therewith and with the process leading to such transaction the Underwriter[s] [is][are] Underwriters are acting solely as a principal and not the agent or fiduciary of the Corporation, and in particular that the Underwriter[s] [is][are] Underwriters are not acting as a “municipal advisor” (as defined in Section 15B of the Exchange Act); (iii) the Underwriter[s] [has][have] Underwriters 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] Underwriters have advised or [is][are] 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] Underwriters 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] Underwriters have rendered advisory services of any nature or respect, or owe[s] owe a fiduciary or similar duty to the Corporation in connection with such transaction or the process leading thereto.
Appears in 1 contract
Samples: Bond Purchase Agreement
No Advisory or Fiduciary Role. The Corporation acknowledges and agrees that:
(i) the purchase and sale of the 20 2024 Bonds pursuant to this Bond Purchase Agreement is an arm’s-length commercial transaction between the Corporation and the Underwriter[s]Underwriters; (ii) in connection therewith and with the process leading to such transaction the Underwriter[s] [is][are] Underwriters are acting solely as a principal principals and not the agent agents or fiduciary fiduciaries of the Corporation, and in particular that the Underwriter[s] [is][are] Underwriters are not acting as a “municipal advisoradvisors” (as defined in Section 15B of the Exchange Act); (iii) the Underwriter[s] [has][have] Underwriters 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] any Underwriter has advised or [is][are] is 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] Underwriters 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] Underwriters have rendered advisory services of any nature or respect, or owe[s] owe a fiduciary or similar duty to the Corporation in connection with such transaction or the process leading thereto.
Appears in 1 contract
Samples: Bond Purchase Agreement
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-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.
Appears in 1 contract
Samples: Bond Purchase Agreement
No Advisory or Fiduciary Role. The Corporation [Issuer/Company] acknowledges and agrees that:
: (i) the primary role of Xxxxx Xxxxxxx, as an underwriter, is to purchase and sale of the 20 Bonds pursuant securities for resale to this Bond Purchase Agreement is investors [or place securities with investors] in an arm’sarms-length commercial transaction between the Corporation Issuer and the Underwriter[s]; (ii) in connection therewith Xxxxx Xxxxxxx 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 Xxxxx Xxxxxxx 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 Issuer (ii) Xxxxx Xxxxxxx is not claim that the Underwriter[s] [has][have] rendered advisory services of any nature acting as a municipal advisor, financial advisor or respect, or owe[s] a fiduciary or similar duty to the Corporation [Issuer/Company] or any other person or entity and has not assumed any advisory or fiduciary responsibility to the [Issuer/Company] with respect to the transaction 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 [Issuer/Company] on other matters) (iii) the only obligations Xxxxx Xxxxxxx has to the Issuer/Company with respect to the transaction contemplated hereby expressly are set forth in this Agreement and (iv) the [Issuer/Company] has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with such the transaction or the process leading theretocontemplated herein.
Appears in 1 contract
Samples: Underwriting Agreement