Common use of No Advisory or Fiduciary Role Clause in Contracts

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 Issuer and the Borrower acknowledges and agrees that: (ai) the transactions transaction contemplated by this Bond Purchase Agreement are is an arm’s length, commercial transactions transaction among the Issuer, the Borrower and the Underwriter, Underwriters 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 each Underwriter is acting solely as a principal and is not acting as a municipal advisoradvisor (within the meaning of Section 15B of the Exchange Act), financial advisor or fiduciary to the Borrower; Borrower or the Issuer, (bii) none of the Underwriter Underwriters has not assumed any advisory or fiduciary responsibility to the Issuer or the Borrower with respect to this Purchase Agreement, the transactions transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the an Underwriter or its affiliates have has provided other services or is currently providing other services to the Issuer or the Borrower on other matters); (ciii) the only obligations the each Underwriter has to the Issuer or the Borrower with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement; (div) the Issuer and the Borrower Underwriters 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 or the Borrower; and (v) the Issuer and the Borrower have consulted their own legal, accounting, tax, financial and other advisors, as applicable, to the extent either of them have deemed appropriate. Each of the Issuer and the Borrower agrees that it will not claim that any of the Underwriters has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer or the Borrower, in connection with such transaction of the process leading thereto.

No Advisory or Fiduciary Role. Each of the Issuer The District and the Borrower acknowledges Remarketing Agent acknowledge and agrees agree that: (ai) the transactions contemplated by this Bond Purchase Remarketing Agreement are arm’s length, commercial transactions among the Issuer, the Borrower District and the Underwriter, Remarketing Agent 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 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 BorrowerDistrict; (bii) the Underwriter Remarketing Agent has not assumed any advisory or fiduciary responsibility to the Issuer or the Borrower District with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter Remarketing Agent or its affiliates have provided other services or is are currently providing other services to the Issuer or the Borrower District on other matters); (c) the only obligations the Underwriter has or other contractual, advisory or fiduciary obligation to the Issuer or District related to this Remarketing Agreement except the Borrower with respect to the transaction contemplated hereby contractual obligations expressly are set forth in this Bond Purchase Remarketing Agreement; (diii) the Issuer 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 Borrower Remarketing Agent have each consulted their its own respective financial and/or municipal, legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate; and (ev) the primary role responsibilities and obligations 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, Remarketing Agent under this Agreement are purely contractual in an arm’s length commercial transaction between the Issuer, the Underwriter nature and the Borrower. The Underwriter has financial Remarketing Agent is not undertaking and other interests that differ from those is not serving in the capacity as agent under the law of the Issuer and the Borroweragency.

No Advisory or Fiduciary Role. Each of the Issuer and the The Borrower acknowledges and agrees that: (ai) the transactions transaction contemplated by this Bond Purchase Agreement are is an arm’s length, commercial transactions among the Issuer, transaction between the Borrower and the UnderwriterXxxxx Fargo Bank, National Association in which Xxxxx Fargo Bank, NANational Association, 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 National Association, is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Borrower; (bii) the Underwriter Remarketing Agent has not assumed any advisory or fiduciary responsibility to the Issuer or the Borrower with respect to the transactions transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter Xxxxx Fargo Bank, National Association or its affiliates have provided other services or is currently providing other services to the Issuer or the Borrower on other matters); (ciii) the only obligations the Underwriter Remarketing Agent has to the Issuer or the Borrower with respect to the transaction contemplated hereby are expressly are set forth in this Agreement and the Bond Purchase Agreement; and (div) the Issuer and the Borrower have each has consulted their its own respective financial and/or municipal, legal, accounting, tax, and other advisors, as applicable, to the extent it has deemed appropriate; (e) . The Borrower acknowledges that the primary role Remarketing Agent may not be able to perform some of the Underwriterservices the Borrower may request of the Remarketing Agent from time to time in connection with the Remarketing Agent’s engagement as Remarketing Agent to the extent that such services would cause the Remarketing Agent to be considered a "municipal advisor" under SEC Rel. No. 34-70462 (Sept. 20, acting through 2013) (such final rules and to the Xxxxx Fargo Bankextent referenced therein, 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 IssuerSection 975, the Underwriter and the Borrower. The Underwriter has financial and other interests that differ from those "Municipal Advisor Rules") implementing Section 975 of the Issuer Xxxx-Xxxxx Xxxx Street Reform and the BorrowerConsumer Protection Act.