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: (i) the transaction contemplated by this Purchase Agreement is an arm’s length, commercial transaction among the Issuer, the Borrower and the Underwriters in which each Underwriter is acting solely as a principal and is not acting as a municipal advisor (within the meaning of Section 15B of the Exchange Act), financial advisor or fiduciary to the Borrower or the Issuer, (ii) none of the Underwriters has assumed any advisory or fiduciary responsibility to the Issuer or the Borrower with respect to this Purchase Agreement, the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether an Underwriter has provided other services or is currently providing other services to the Issuer or the Borrower on other matters); (iii) the only obligations each Underwriter has to the Issuer or the Borrower with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; (iv) the Underwriters have 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 and the Borrower acknowledges and agrees that: (ia) the transaction transactions contemplated by this Bond Purchase Agreement is an are arm’s length, commercial transaction transactions among the Issuer, the Borrower and the Underwriters Underwriter, in which each Underwriter is 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 is not acting as a municipal advisor (within the meaning of Section 15B of the Exchange Act)advisor, financial advisor or fiduciary to the Borrower or Borrower; (b) the Issuer, (ii) none of the Underwriters Underwriter has not assumed any advisory or fiduciary responsibility to the Issuer or the Borrower with respect to this Purchase Agreement, the transaction transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether an the Underwriter has or its affiliates have provided other services or is currently providing other services to the Issuer or the Borrower on other matters); (iiic) the only obligations each 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; (ivd) the Underwriters 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 or and 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: (i) the transaction transactions contemplated by this Purchase Remarketing Agreement is an are arm’s length, commercial transaction transactions among the Issuer, the Borrower District and the Underwriters Remarketing Agent in which each Underwriter the Remarketing Agent is acting solely as a principal or agent, as applicable, and is not acting as a municipal advisor (within the meaning of Section 15B of the Exchange Act)advisor, financial advisor or fiduciary to the Borrower or the Issuer, District; (ii) none of the Underwriters Remarketing Agent has not assumed any advisory or fiduciary responsibility to the Issuer or the Borrower District with respect to this Purchase Agreement, the transaction transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether an Underwriter has the 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)) 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 only obligations each Underwriter Remarketing Agent has a duty to deal with the Issuer or District in a fair and reasonable manner, but must balance that duty with its duty to determine interest rates on the Borrower with respect Bonds and perform its other responsibilities as Remarketing Agent in a manner that is fair and reasonable to the transaction contemplated hereby expressly are set forth in this Purchase Agreementinvestors; (iv) the Underwriters have financial and other interests that differ from those of the Issuer or the Borrower; and (v) the Issuer District and the Borrower Remarketing Agent have each consulted their its own legal, accounting, tax, financial and other advisors, as applicable, to the extent either of them have it has deemed appropriate. Each ; and (v) the responsibilities and obligations of the Issuer Remarketing Agent under this Agreement are purely contractual in nature and the Borrower agrees that it will Remarketing Agent is not claim that any undertaking and is not serving in the capacity as agent under the law 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 theretoagency.

No Advisory or Fiduciary Role. Each of the Issuer 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 Borrower acknowledges Remarketing Agents acknowledge and agrees agree that: (i) the transaction transactions contemplated by this Purchase Remarketing Agreement is an are arm’s length, commercial transaction among transactions between the Issuer, the Borrower Authority and the Underwriters Remarketing Agents in which each Underwriter Remarketing Agent is acting solely as a principal or agent, as applicable and is not acting as a municipal advisor (within the meaning of Section 15B of the Exchange Act)advisor, financial advisor or fiduciary to the Borrower or the Issuer, Authority; (ii) none of the Underwriters has Remarketing Agents have not assumed any advisory or fiduciary responsibility to the Issuer or the Borrower Authority with respect to this Purchase Agreement, the transaction transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether an Underwriter has the Remarketing Agents or their affiliates have provided other services or is are currently providing other services to the Issuer or the Borrower 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 only obligations each Underwriter Authority has to the Issuer or the Borrower with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; (iv) the Underwriters have financial and other interests that differ from those of the Issuer or the Borrower; and (v) the Issuer and the Borrower have consulted their its own legal, accounting, tax, financial and other advisors, as applicable, to the extent either of them have it has 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.[Signature Page Follows]

No Advisory or Fiduciary Role. Each of the Issuer and the The Borrower acknowledges and agrees that: (i) the transaction contemplated by this Purchase Agreement is an arm’s length, commercial transaction among the Issuer, between the Borrower and the Underwriters Xxxxx Fargo Bank, National Association in which each Underwriter Xxxxx Fargo Bank, National 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, National Association, is acting solely as a principal and is not acting as a municipal advisor (within the meaning of Section 15B of the Exchange Act)advisor, financial advisor or fiduciary to the Borrower or the Issuer, Borrower; (ii) none of the Underwriters Remarketing Agent has not assumed any advisory or fiduciary responsibility to the Issuer or the Borrower with respect to this Purchase Agreement, the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether an Underwriter has 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); (iii) the only obligations each Underwriter the 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 (iv) the Underwriters have Borrower has consulted its own 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 and/or municipal, legal, accounting, tax, financial and other advisors, as applicable, to the extent either of them have it has deemed appropriate. Each The Borrower acknowledges that the Remarketing Agent may not be able to perform some of the Issuer and services the Borrower agrees that it will not claim that any may request of the Underwriters has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty Remarketing Agent from time to the Issuer or the Borrower, time in connection with the Remarketing Agent’s engagement as Remarketing Agent to the extent that such transaction services would cause the Remarketing Agent to be considered a "municipal advisor" under SEC Rel. No. 34-70462 (Sept. 20, 2013) (such final rules and to the extent referenced therein, Section 975, the "Municipal Advisor Rules") implementing Section 975 of the process leading theretoXxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act.