Common use of No Advisory or Fiduciary Role Clause in Contracts

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 Issuer and the Company each acknowledges and agrees that: (ia) the Underwriter is not acting as a municipal advisor within the meaning of Section 15B purchase and sale of the Exchange Act; (ii) the primary role of the Underwriter, as underwriter, Bonds pursuant to this Purchase Agreement is to purchase securities, for resale to investors, in an arm’s 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 CompanyUnderwriter; (iiib) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as a municipal advisorthe agent, financial advisor or fiduciary to of the Issuer or Issuer; (c) the Company and Underwriter has not assumed any an advisory or fiduciary responsibility to in favor of the Issuer or the Company with respect to the transactions offering contemplated hereby and or 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); (ivon other matters) the only obligations and the Underwriter has no obligation to the Issuer with respect to the transactions offering contemplated hereby except the obligations expressly are set forth in this Bond Purchase Agreement; (d) the Underwriter is not acting as municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended); and (ve) the Issuer and the Company have has consulted their its own financial and/or municipal, legal, accounting, tax financial and other advisors, as applicable, advisors to the extent they have deemed appropriateappropriate in connection with the offering of the Bonds.

No Advisory or Fiduciary Role. The Issuer and the Company each hereby acknowledges and agrees that: in connection with the purchase and sale of the Series 2022A Bonds under this Bond Purchase Agreement, that (i) the Underwriter transaction contemplated by this Bond Purchase Agreement 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 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) in which the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Issuer or Issuer; (ii) the Company and Underwriter 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)thereto; (iviii) the only obligations the Underwriter has to the Issuer with respect to the transactions transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement; and (viv) the Issuer and the Company have has consulted their its own financial and/or municipal, legal, accounting, tax tax, and other advisors, as applicable, to the extent they have it has deemed appropriate. The primary role of the Underwriter is to purchase the Series 2022A Bonds, for resale to investors in an arm’s-length commercial transaction between the Issuer and the Underwriter. The Underwriter has financial and other interests that differ from those of the Issuer.

No Advisory or Fiduciary Role. The Issuer Authority and the Company each acknowledges Corporation acknowledge and agrees that: agree that (i) the Underwriter is not acting as a municipal advisor within the meaning of Section 15B purchase and sale of the Exchange Act; (ii) the primary role of the Underwriter, as underwriter, Series 2018 Bonds pursuant to this Purchase Agreement is to purchase securities, for resale to investors, in an arm’s arm’s-length commercial transaction between the Issuer Authority and the Underwriter Corporation, and the Underwriter has financial Underwriter, (ii) in connection therewith and other interests that differ from those with the discussions, undertakings and procedures leading up to the consummation of the Issuer and the Company; (iii) such transaction, the Underwriter is and has been acting solely as a principal and is not acting as a municipal advisorthe agent, financial advisor or fiduciary to of the Issuer Authority or Corporation, (iii) the Company and Underwriter has not assumed any an advisory or fiduciary responsibility to in favor of the Issuer Authority or the Company Corporation with respect to the transactions offering contemplated hereby and or 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 Authority or Corporation on other matters) and the Company); Underwriter has no obligation to the Authority or Corporation with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase Agreement or as required by MSRB rules and (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; Authority and (v) the Issuer and the Company Corporation have consulted their own financial and/or municipal, legal, accounting, tax financial and other advisors, as applicable, advisors to the extent they have deemed appropriate. The Authority and Corporation further acknowledge that they have previously provided the Underwriter with an acknowledgement of receipt of the required disclosure under MSRB Rule G-17.

No Advisory or Fiduciary Role. The Issuer and the Company each Successor Agency acknowledges and agrees that: that (i) the Underwriter is not acting as a municipal advisor within the meaning of Section 15B remarketing of the Exchange Act; (ii) the primary role of the Underwriter, as underwriter, Bonds pursuant to this Remarketing Agreement is to purchase securities, for resale to investors, in an arm’s arm's-length commercial transaction between the Issuer Successor Agency and the Underwriter and the Underwriter has financial and other interests that differ from those of the Issuer and the CompanyRemarketing Agent; (iiiii) in connection therewith and with the Underwriter discussions, undertakings and procedures leading up to the consummation of such transaction, the Remarketing Agent is and has been acting solely as a principal and is not acting as the agent, advisor (including a municipal advisor, financial advisor ) or fiduciary to of the Issuer or Successor Agency; (iii) the Company and Remarketing Agent has not assumed any an advisory or fiduciary responsibility to in favor of the Issuer or the Company Successor Agency with respect to the transactions offering contemplated hereby and or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter Remarketing Agent has provided other services or is currently providing other services to the Issuer or Successor Agency on other matters) and the Company)Remarketing Agent has no obligation to the Successor Agency with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the only obligations Remarketing Agent has financial and other interests that differ from the Underwriter has to the Issuer with respect to the transactions contemplated hereby expressly are set forth in this Bond Purchase AgreementSuccessor Agency; and (v) the Issuer and the Company have Successor Agency has consulted their its own financial and/or municipal, legal, accounting, tax financial and other advisors, as applicable, advisors to the extent they have it has deemed appropriate.

No Advisory or Fiduciary Role. The Issuer and the Company each Corporation acknowledges and agrees that: : (i) the Underwriter purchase and sale of the 2021 Bonds pursuant to this Bond Purchase Agreement is an arm’s-length commercial transaction between the Corporation and the Underwriters; (ii) in connection therewith and with the process leading to such transaction the Underwriters are acting solely as principals and not the agents or fiduciaries of the Corporation, and in particular that the Underwriters are not acting as a “municipal advisor within the meaning of advisors” (as defined in Section 15B of the Exchange Act); (iiiii) the primary role Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Underwriter, as underwriter, is Corporation with respect to purchase securities, for resale to investors, in an arm’s length commercial transaction between the Issuer and offering contemplated hereby or the Underwriter and the process leading thereto (irrespective of whether any Underwriter has advised or 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 Underwriters have financial and other interests that differ from those of the Issuer and Corporation. The Corporation agrees that it will not claim that the Company; (iii) the Underwriter is acting solely as Underwriters have rendered advisory services of any nature or respect, or owe a principal and is not acting as a municipal advisor, financial advisor fiduciary or fiduciary similar duty to the Issuer Corporation in connection with such transaction 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 process 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 appropriatethereto.

No Advisory or Fiduciary Role. The Issuer and the Company each City acknowledges and agrees that: (ia) the Underwriter is not acting as a municipal advisor within the meaning of Section 15B purchase and sale of the Exchange Act; (ii) the primary role of the Underwriter, as underwriter, Bonds pursuant to this Purchase Contract is to purchase securities, for resale to investors, in an arm’s arm’s-length commercial transaction between the Issuer City and the Underwriter and the Underwriter has financial and other interests that differ from those of the Issuer and the CompanyUnderwriter; (iiib) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as a municipal advisorthe agent, financial advisor or fiduciary to of the Issuer or City; (c) the Company and Underwriter has not assumed any an advisory or fiduciary responsibility to in favor of the Issuer or the Company City with respect to the transactions offering contemplated hereby and or 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); (ivCity on other matters) the only obligations and the Underwriter has no obligation to the Issuer City with respect to the transactions offering contemplated hereby except the obligations expressly are set forth in this Bond Purchase AgreementContract; (d) the Underwriter is not acting as municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended); and (ve) the Issuer and the Company have City has consulted their its own financial and/or municipal, legal, accounting, tax financial and other advisors, as applicable, advisors to the extent they have deemed appropriateappropriate in connection with the offering of the Bonds.

No Advisory or Fiduciary Role. The Issuer Agency and the Company each acknowledges Authority acknowledge and agrees that: agree that (i) the Underwriter is not acting as a municipal advisor within the meaning of Section 15B purchase and sale of the Exchange Act; Series 2018A Bonds pursuant to this Purchase Contract is an arm’s- length commercial transaction among the Agency, the Authority and the Underwriter, (ii) in connection therewith and with the primary role discussions, undertakings and procedures leading up to the consummation of the Underwritersuch transaction, 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 and has been acting solely as a principal and is not acting as a municipal advisorthe agent, financial advisor or fiduciary to of the Issuer Agency or the Company and Authority, (iii) the Underwriter has not assumed any an advisory, fiduciary or municipal advisory or fiduciary responsibility to in favor of the Issuer Agency or the Company Authority with respect to the transactions offering contemplated hereby and or 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 Agency and the Authority on other matters) and the Underwriter has no obligation to the Agency or the Company); Authority with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase Contract and (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; Agency and (v) the Issuer and the Company Authority have consulted their own financial and/or municipal, legal, accountingfinancial, tax municipal advisory, and other advisors, as applicable, advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Role. The Issuer and the Company each Board acknowledges and agrees that: that (i) the Underwriter is not acting as a municipal advisor within the meaning of Section 15B purchase and sale of the Exchange Act; (ii) the primary role of the Underwriter, as underwriter, Certificates pursuant to this Purchase Contract is to purchase securities, for resale to investors, in an arm’s arm’s-length commercial transaction between the Issuer Board and the Underwriter Underwriter, (ii) in connection therewith and with the Underwriter has financial discussions, undertakings and other interests that differ from those procedures leading up to the consummation of the Issuer and the Company; (iii) such transaction, the Underwriter is and has been acting solely as a principal and is not acting as a municipal advisorthe agent, financial advisor or fiduciary to of the Issuer or Board, (iii) the Company and Underwriter has not assumed any an advisory or fiduciary responsibility to in favor of the Issuer or the Company Board with respect to the transactions offering contemplated hereby and or 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 Board on other matters) and the Company)Underwriter has no obligation to the Board with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase Contract; (iv) the only obligations the Underwriter has to financial and other interests that differ from those of the Issuer with respect to the transactions contemplated hereby expressly are set forth in this Bond Purchase AgreementBoard; and (v) the Issuer and the Company have Board has consulted their its own financial and/or municipal, legal, accounting, tax financial and other advisors, as applicable, advisors to the extent they have it has deemed appropriate.

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 Each of the Issuer and the Company; Company acknowledges and agrees that (iiii) the Underwriter purchase and sale of the Bonds pursuant to this Bond Purchase Contract is an arm’s-length commercial transaction among the Issuer, Company and the Underwriters, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriters are and have been acting solely as a principal and is are not acting as a municipal advisor, financial advisor the agents or fiduciary to fiduciaries of either the Issuer or the Company and has Company, (iii) the Underwriters have not assumed any an advisory or fiduciary responsibility to in favor of the either the Company or the Issuer or the Company with respect to the transactions offering contemplated hereby and or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has Underwriters have provided other services or is currently providing other services to the Company or the Issuer on other matters) and the Underwriters have no obligation to either the Issuer or the Company); (iv) the only obligations the Underwriter has to the Issuer Company with respect to the transactions offering contemplated hereby except the obligations expressly are set forth in this Bond Purchase Agreement; Contract and (viv) the Company and Issuer and the Company have consulted their own financial and/or municipal, legal, accounting, tax financial and other advisors, as applicable, advisors to the extent they have it has deemed appropriate.

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 Issuer Authority and the Company each acknowledges Remarketing Agents acknowledge and agrees agree 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 transactions contemplated by this Remarketing Agreement are arm’s length length, commercial transaction transactions between the Issuer Authority and the Underwriter and the Underwriter has financial and other interests that differ from those of the Issuer and the Company; (iii) the Underwriter 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 Issuer or Authority; (ii) the Company and has Remarketing Agents have not assumed any advisory or fiduciary responsibility to the Issuer or the Company Authority with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has Remarketing Agents or their affiliates have provided other services or is are currently providing other services to the Issuer Authority on other matters) or the Company); (iv) the only obligations the Underwriter has other contractual, advisory or fiduciary obligation to the Issuer with respect Authority related to this Remarketing Agreement except the transactions contemplated hereby expressly are contractual obligations set forth in this Bond Purchase AgreementRemarketing Agreement and the Indenture or otherwise imposed by law; and (viii) the Issuer and the Company have Authority has consulted their its own financial and/or municipal, legal, accounting, tax tax, financial and other advisors, as applicable, to the extent they have it has deemed appropriate.

No Advisory or Fiduciary Role. The Issuer Board and the Company each acknowledges Corporation acknowledge and agrees that: agree that (i) the Underwriter is not acting as a municipal advisor within the meaning of Section 15B purchase and sale of the Exchange Act; (ii) the primary role of the Underwriter, as underwriter, Certificates pursuant to this Purchase Contract is to purchase securities, for resale to investors, in an arm’s arm's- length commercial transaction between the Issuer Board, the Corporation and the Underwriter Underwriters, (ii) in connection therewith and with the Underwriter has financial discussions, undertakings and other interests that differ from those procedures leading up to the consummation of such transaction, the Underwriters are and have been acting solely as principals and are not acting as the agents, advisors or fiduciaries of the Issuer and Board or the Company; Corporation, (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 Underwriters have not assumed any an advisory or fiduciary responsibility to in favor of the Issuer Board or the Company Corporation with respect to the transactions offering contemplated hereby and or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has Underwriters have provided other services or is are currently providing other services to the Issuer Board or the Company); Corporation on other matters) and the Underwriters have no obligation to the Board or the Corporation with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase Contract and (iv) the only obligations Board or the Underwriter Corporation 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 its own financial and/or municipal, legal, accounting, tax financial and other advisors, as applicable, advisors to the extent they have it has deemed appropriate.

No Advisory or Fiduciary Role. The Issuer and the Company each Corporation acknowledges and agrees that: : (i) the Underwriter purchase and sale of the 2023 Bonds pursuant to this Bond Purchase Agreement is an arm’s-length commercial transaction between the Corporation and the Underwriters; (ii) in connection therewith and with the process leading to such transaction the Underwriters are acting solely as principals and not the agents or fiduciaries of the Corporation, and in particular that the Underwriters are not acting as a “municipal advisor within the meaning of advisors” (as defined in Section 15B of the Exchange Act); (iiiii) the primary role Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Underwriter, as underwriter, is Corporation with respect to purchase securities, for resale to investors, in an arm’s length commercial transaction between the Issuer and offering contemplated hereby or the Underwriter and the process leading thereto (irrespective of whether any Underwriter has advised or 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 Underwriters have financial and other interests that differ from those of the Issuer and Corporation. The Corporation agrees that it will not claim that the Company; (iii) the Underwriter is acting solely as Underwriters have rendered advisory services of any nature or respect, or owe a principal and is not acting as a municipal advisor, financial advisor fiduciary or fiduciary similar duty to the Issuer Corporation in connection with such transaction 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 process 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 appropriatethereto.

No Advisory or Fiduciary Role. The Issuer Authority and the Company each acknowledges Corporation acknowledge and agrees that: agree that (i) the Underwriter is not acting as a municipal advisor within the meaning of Section 15B purchase and sale of the Exchange Act; (ii) the primary role of the Underwriter, as underwriter, Series 2017 Bonds pursuant to this Purchase Agreement is to purchase securities, for resale to investors, in an arm’s arm’s-length commercial transaction between the Issuer Authority and the Underwriter Corporation, and the Underwriter has financial Underwriter, (ii) in connection therewith and other interests that differ from those with the discussions, undertakings and procedures leading up to the consummation of the Issuer and the Company; (iii) such transaction, the Underwriter is and has been acting solely as a principal and is not acting as a municipal advisorthe agent, financial advisor or fiduciary to of the Issuer Authority or Corporation, (iii) the Company and Underwriter has not assumed any an advisory or fiduciary responsibility to in favor of the Issuer Authority or the Company Corporation with respect to the transactions offering contemplated hereby and or 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 Authority or Corporation on other matters) and the Company); Underwriter has no obligation to the Authority or Corporation with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase Agreement or as required by MSRB rules and (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; Authority and (v) the Issuer and the Company Corporation have consulted their own financial and/or municipal, legal, accounting, tax financial and other advisors, as applicable, advisors to the extent they have deemed appropriate. The Authority and Corporation further acknowledge that they have previously provided the Underwriter with an acknowledgement of receipt of the required disclosure under MSRB Rule G-17.