Common use of No Advisory or Fiduciary Role Clause in Contracts

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 District Each of the Issuer and the Remarketing Agent acknowledge Borrower acknowledges and agree agrees that: (ia) the transactions contemplated by this Remarketing Bond Purchase Agreement are arm’s length, commercial transactions among the District Issuer, the Borrower and the Remarketing Agent Underwriter, in which Xxxxx Fargo Bank, NA, through the Remarketing Agent is 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 or agent, as applicable, and is not acting as a municipal advisor, financial advisor or fiduciary to the DistrictBorrower; (iib) the Remarketing Agent Underwriter has not assumed any advisory or fiduciary responsibility to the District Issuer or the Borrower with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Remarketing Agent Underwriter or its affiliates have provided other services or are is currently providing other services to the District Issuer or the Borrower on other matters); (c) or other contractual, advisory or fiduciary obligation the only obligations the Underwriter has to the District related Issuer or the Borrower with respect to this Remarketing Agreement except the contractual obligations transaction contemplated hereby expressly are set forth in this Remarketing Bond Purchase Agreement; (iiid) 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 Issuer and the Remarketing Agent Borrower have each consulted its their own respective financial and/or municipal, legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate; and (ve) the responsibilities and obligations primary role of the Remarketing Agent under this Agreement are purely contractual 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 nature an arm’s length commercial transaction between the Issuer, the Underwriter and the Remarketing Agent is not undertaking Borrower. The Underwriter has financial and is not serving in other interests that differ from those of the capacity as agent under Issuer and the law of agencyBorrower.

No Advisory or Fiduciary Role. The District Each of the Issuer and the Remarketing Agent acknowledge Borrower acknowledges and agree agrees that: (i) the transactions transaction contemplated by this Remarketing Purchase Agreement are is an arm’s length, commercial transactions transaction among the District Issuer, the Borrower and the Remarketing Agent Underwriters in which the Remarketing Agent each Underwriter is acting solely as a principal or agent, as applicable, and is not acting as a municipal advisoradvisor (within the meaning of Section 15B of the Exchange Act), financial advisor or fiduciary to the District; Borrower or the Issuer, (ii) none of the Remarketing Agent Underwriters has not assumed any advisory or fiduciary responsibility to the District 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 Remarketing Agent or its affiliates have an Underwriter has provided other services or are is currently providing other services to the District Issuer or the Borrower 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 only obligations each Underwriter has a duty to deal the Issuer or the Borrower with respect to the District transaction contemplated hereby expressly are set forth 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 investorsthis Purchase Agreement; (iv) the District Underwriters have financial and other interests that differ from those of the Issuer or the Borrower; and (v) the Issuer and the Remarketing Agent Borrower have each consulted its their own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has either of them have deemed appropriate; and (v) the responsibilities and obligations . Each of the Remarketing Agent under this Agreement are purely contractual in nature Issuer and the Remarketing Agent is Borrower agrees that it will not undertaking and is not serving 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 capacity as agent under the law of agencyprocess leading thereto.

No Advisory or Fiduciary Role. The District Borrower acknowledges and the Remarketing Agent acknowledge and agree agrees that: (i) the transactions transaction contemplated by this Remarketing Agreement are is an arm’s length, commercial transactions among transaction between the District Borrower and the Remarketing Agent Xxxxx Fargo Bank, National Association in which Xxxxx Fargo Bank, National Association, through the Remarketing Agent Xxxxx Fargo Bank, NA Municipal Products Group, which conducts municipal securities sales, trading and underwriting operations on behalf of Xxxxx Fargo Bank, National Association, is acting solely as a principal or agent, as applicable, and is not acting as a municipal advisor, financial advisor or fiduciary to the DistrictBorrower; (ii) the Remarketing Agent has not assumed any advisory or fiduciary responsibility to the District Borrower with respect to the transactions transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Remarketing Agent Xxxxx Fargo Bank, National Association or its affiliates have provided other services or are is currently providing other services to the District Borrower on other matters); (iii) or other contractual, advisory or fiduciary obligation the only obligations the Remarketing Agent has to the District related Borrower with respect to this Remarketing Agreement except the contractual obligations transaction contemplated hereby are expressly set forth in this Remarketing Agreement and the Bond Purchase 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 Borrower has consulted its own financial and/or municipal, legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate; and (v) . The Borrower acknowledges that the responsibilities and obligations Remarketing Agent may not be able to perform some of the services the Borrower may request of the Remarketing Agent under this Agreement are purely contractual from time to time in nature and connection with the Remarketing Agent’s engagement as Remarketing Agent to the extent that such services would cause the Remarketing Agent is not undertaking to be considered a "municipal advisor" under SEC Rel. No. 34-70462 (Sept. 20, 2013) (such final rules and is not serving in to the capacity as agent under extent referenced therein, Section 975, the law "Municipal Advisor Rules") implementing Section 975 of agencythe Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act.