Common use of Certain Rights of CVR Agent Clause in Contracts

Certain Rights of CVR Agent. The CVR Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the CVR Agent. The CVR Agent will report to both the CVR Holders’ Representative and Parent. In addition: (a) the CVR Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the CVR Agent may engage and consult with counsel of its selection and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (c) in the event of arbitration, the CVR Agent may engage and consult with tax experts, valuation firms and other experts and third parties that it, in its sole and absolute discretion, deems appropriate or necessary to enable it to discharge its duties hereunder; (d) the CVR Agent shall not be required to give any note or surety in respect of the execution of such powers or otherwise in respect of the premises; and (e) Parent agrees to indemnify the CVR Agent for, and hold the CVR Agent harmless against, any loss, liability, claim, demands, suits or expense arising out of or in connection with the CVR Agent’s duties under this Agreement, including the costs and expenses of defending the CVR Agent against any claims, charges, demands, suits or loss, unless such loss shall have been determined by a court of competent jurisdiction to be a result of the CVR Agent’s willful misconduct, bad faith or gross negligence (the "CVR Agent Indemnification Payments”). (f) Parent agrees (i) to pay the fees and expenses of the CVR Agent in connection with this Agreement, as set forth on Schedule 1 hereto, and (ii) to reimburse the CVR Agent for all taxes and governmental charges, reasonable expenses and other charges of any kind and nature incurred by the CVR Agent in the execution of this Agreement (other than taxes measured by the CVR Agent’s net income). The CVR Agent shall also be entitled to reimbursement from Parent for all reasonable and necessary out-of-pocket expenses paid or incurred by it in connection with the administration by the CVR Agent of its duties hereunder. An invoice for the agreed-upon fee of the CVR Agent as set forth on [Schedule I] will be rendered a reasonable time prior to, and paid on, the Effective Time. An invoice for any out-of-pocket expenses and per item fees realized will be rendered and payable within thirty (30) days after receipt by Parent (any payments pursuant to this Section 3.2(f), the “CVR Agent Expenses)

Certain Rights of CVR Agent. The CVR Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied duties, covenants or obligations shall be read into this Agreement against the CVR Agent. The CVR Agent will report to both the CVR Holders’ Representative and Parent. In addition: (a) the CVR Agent may rely on and shall be protected and shall incur no liability for or in acting respect of any action taken, suffered or refraining from acting omitted to taken by it in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, instruction, direction, consent, order or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the CVR Agent may engage consult with, and consult with obtain advice from, legal counsel of its selection and the written advice of such counsel CVR Agent shall incur no liability for or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder absent willful misconduct, bad faith or gross negligence (each as determined by a final, non-appealable judgment of a court of competent jurisdiction) in good faith accordance with such advice or opinion. The CVR Agent may perform any and in reliance thereonall of its duties (i) itself (through its directors, officers, or employees) or (ii) upon the Company’s reasonable advance written approval, through its agents, representatives, attorneys, custodians and/or nominees; (c) in the event permissive rights of arbitration, the CVR Agent may engage and consult with tax experts, valuation firms and other experts and third parties that it, to do things enumerated in its sole and absolute discretion, deems appropriate or necessary to enable it to discharge its duties hereunderthis Agreement shall not be construed as a duty; (d) the CVR Agent shall not be required to give any note or surety in respect of the execution of such powers or otherwise in respect of the premises; and; (e) Parent the Company agrees to indemnify indemnify, defend, protect, save and keep harmless the CVR Agent forand its affiliates and their respective successors, assigns, directors, officers, managers, employees, agents, attorneys, accountants and hold experts (collectively, the CVR Agent harmless against“Indemnitees”), against any and all loss, liability, obligation, damage, fine, settlement, penalty, action, judgment, suit, cost, disbursement, proceeding, investigation, claim, demands, suits demand or expense of any kind or nature whatsoever (including, without limitation, the reasonable fees and expenses of legal counsel and the costs and expenses of defending the Indemnitee against any claim of liability arising therefrom) (collectively, “Losses”) that may be imposed on, incurred by, or asserted against any Indemnitee, at any time, and in any way relating to, arising out of or in connection with the CVR Agent’s duties under execution, delivery or performance of this Agreement, including the costs enforcement of any rights or remedies in connection with this Agreement, and expenses the payment, transfer or other application of defending funds pursuant to this Agreement, or as may arise by reason of any act, omission or error of the CVR Agent against any claimsIndemnitee; provided, chargeshowever, demands, suits or loss, unless such loss that no Indemnitee shall have been determined by a court of competent jurisdiction be entitled to be a result of so indemnified, defended, protected, saved or kept harmless to the CVR Agent’s extent such Loss was caused by its own willful misconduct, bad faith or gross negligence (the "CVR Agent Indemnification Payments”each as determined by a final, non-appealable judgment of a court of competent jurisdiction).; (f) Parent in addition to the indemnification provided under Section 3.2(e), the Company agrees (i) to pay the fees and expenses of the CVR Agent in connection with this Agreementthe CVR Agent’s performance of its obligations hereunder, as set forth on Schedule 1 I attached hereto, and (ii) to reimburse the CVR Agent promptly upon demand for all taxes reasonable and governmental documented out-of-pocket expenses, including all Taxes (other than income, receipt, franchise or similar Taxes) and charges, reasonable expenses and other charges of any kind and nature incurred by the CVR Agent in the execution performance of its obligations under this Agreement Agreement; (g) in the event the CVR Agent reasonably believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other than taxes measured communication, paper or document received by the CVR Agent hereunder, the CVR Agent may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company or other Person or entity for refraining from taking such action, unless the CVR Agent receives written instructions signed by the Company which eliminate such ambiguity or uncertainty to the reasonable satisfaction of the CVR Agent; (h) the CVR Agent and any stockholder, affiliate, director, officer, agent or employee of the CVR Agent may buy, sell or deal in any securities of the Company or hold a pecuniary interest in any transaction in which the Company may be interested, or contract with or lend money to the Company. Nothing herein shall preclude the CVR Agent from acting in any other capacity for the Company or for any other Person; (i) the CVR Agent shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the CVR Agent (including, without limitation, any act or provision of any present or future law or regulation or governmental authority, any act of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems or failure of any means of communication, labor difficulties, war, or civil disorder); (j) whenever the CVR Agent shall deem it necessary or desirable that a fact or matter be proved or established prior to taking, suffering or omitting any action hereunder (including, without limitation, the identity of a Holder), the CVR Agent may rely upon an Officer’s net income)Certificate, and such Officer’s Certificate shall be full and complete authorization and protection to the CVR Agent. The CVR Agent shall also incur no liability for or in respect of any action taken, suffered or omitted by it absent willful misconduct, bad faith or gross negligence (each as determined by a final, non-appealable judgment of a court of competent jurisdiction) under the provisions of this Agreement in reliance on such Officer’s Certificate. The CVR Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties and obligations hereunder from the chief executive officer, president, chief financial officer, any vice president, the controller, the treasurer or the secretary of the Company, and to apply to such officer for advice or instructions in connection with its duties, and it shall not be entitled liable and shall be indemnified for any action taken or suffered to reimbursement from Parent for all reasonable and necessary out-of-pocket expenses paid or incurred be taken by it in connection accordance with instructions from such officer. The CVR Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the administration Company; (k) the CVR Agent shall not be subject to, nor be required to comply with, or determine if any person or entity has complied with, the Tender Offer Documents or any other agreement between or among the parties hereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement; and (l) the Company agrees that it shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged or delivered all such further and other acts, instruments and assurances as may reasonably be required by the CVR Agent for the carrying out or performing by the CVR Agent of its duties hereunder. An invoice for the agreed-upon fee provisions of the CVR Agent as set forth on [Schedule I] will be rendered a reasonable time prior to, and paid on, the Effective Time. An invoice for any out-of-pocket expenses and per item fees realized will be rendered and payable within thirty (30) days after receipt by Parent (any payments pursuant to this Section 3.2(f), the “CVR Agent Expenses)Agreement.

Certain Rights of CVR Agent. The CVR Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied duties, covenants or obligations shall be read into this Agreement against the CVR Agent. The CVR Agent will report to both the CVR Holders’ Representative and Parent. In addition: (a) the CVR Agent may rely on and shall be protected and shall incur no liability for or in acting respect of any action taken, suffered or refraining from acting omitted to taken by it in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, instruction, direction, consent, order or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) the CVR Agent may engage perform any and consult with counsel all of its duties (i) itself (through its directors, officers, or employees) or (ii) through its agents, representatives, attorneys, custodians and/or nominees and the CVR Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such agents, representatives, attorneys, custodians and/or nominees, absent their gross negligence, bad faith or willful or intentional misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction) in the selection and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereoncontinued employment thereof; (c) in the event permissive rights of arbitration, the CVR Agent may engage and consult with tax experts, valuation firms and other experts and third parties that it, to do things enumerated in its sole and absolute discretion, deems appropriate or necessary to enable it to discharge its duties hereunderthis Agreement shall not be construed as a duty; (d) the CVR Agent shall not be required to give any note or surety in respect of the execution of such powers or otherwise in respect of the premises; and; (e) Parent the Company agrees to indemnify indemnify, defend, protect, save and keep harmless the CVR Agent forand its affiliates and their respective successors, assigns, directors, officers, managers, employees, agents, attorneys, accountants and hold experts (collectively, the CVR Agent harmless against“Indemnitees”), against any and all loss, liability, obligation, damage, fine, settlement, penalty, action, judgment, suit, cost, disbursement, proceeding, investigation, claim, demandsdemand or out-of-pocket expense of any kind or nature whatsoever (including the reasonable and documented, suits out-of-pocket fees and expenses of legal counsel and the reasonable and documented, out-of-pocket costs and expenses of defending the Indemnitee against any claim of liability arising therefrom) (collectively, “Losses”) that may be imposed on, incurred by, or expense asserted against any Indemnitee, at any time, and in any way relating to, arising out of or in connection with the CVR Agent’s duties under execution, delivery or performance of this Agreement, including the costs enforcement of any rights or remedies in connection with this Agreement, and expenses the payment, transfer or other application of defending funds pursuant to this Agreement, or as may arise by reason of any act, omission or error of the CVR Agent against any claimsIndemnitee; provided, chargeshowever, demands, suits or loss, unless such loss that no Indemnitee shall have been determined by a court of competent jurisdiction be entitled to be a result of so indemnified, defended, protected, saved or kept harmless to the CVR Agent’s extent such Loss was caused by the willful misconduct, fraud, bad faith or gross negligence of any Indemnitee (the "CVR Agent Indemnification Payments”each as determined by a final, non-appealable judgment of a court of competent jurisdiction).; (f) Parent in addition to the indemnification provided under Section 3.2(e), the Company agrees (i) to pay the fees and expenses of the CVR Agent in connection with this Agreementthe CVR Agent’s performance of its obligations hereunder, as set forth on Schedule 1 heretoa mutually agreed upon fee schedule executed by the Company and the CVR Agent on or prior to the date hereof (the “CVR Agent Fees”), and (ii) to reimburse the CVR Agent for all taxes and governmental charges, reasonable expenses and other charges of any kind and nature incurred by the CVR Agent in the execution of this Agreement within ten (other than taxes measured by the CVR Agent’s net income). The CVR Agent shall also be entitled to reimbursement from Parent 10) days after written demand for all reasonable and necessary out-of-pocket expenses paid or incurred by it in connection with the administration by the CVR Agent of its duties hereunder. An invoice for the agreed-upon fee of the CVR Agent as set forth on [Schedule I] will be rendered a reasonable time prior todocumented, and paid on, the Effective Time. An invoice for any out-of-pocket expenses and per item fees realized will other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder, including all Taxes (other than income, receipt, franchise or similar Taxes) and charges; (g) in the event the CVR Agent reasonably believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the CVR Agent hereunder, the CVR Agent may, in its sole discretion, refrain from taking any action, and shall be rendered fully protected and payable within thirty shall not be liable in any way to the Company or other Person or entity for refraining from taking such action, unless the CVR Agent receives written instructions signed by the Company which eliminate such ambiguity or uncertainty to the reasonable satisfaction of the CVR Agent; (30h) days nothing herein shall preclude the CVR Agent from acting in any other capacity for the Company or for any other Person; (i) the CVR Agent shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the CVR Agent (including any act or provision of any present or future law or regulation or governmental authority, any act of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems or failure of any means of communication, labor difficulties, war, civil disorder or epidemic or pandemic); provided, that the CVR Agent shall (i) use its commercially reasonable efforts to end or mitigate the effects of any such occurrence and (ii) resume the performance of its obligations as soon as reasonably practicable after receipt by Parent the end of such occurrence; (j) whenever the CVR Agent shall deem it necessary or desirable that a fact or matter be proved or established prior to taking, suffering or omitting any payments pursuant to this Section 3.2(faction hereunder (including the identity of a Holder), the “CVR Agent Expenses)may rely upon an Officer’s Certificate, and such Officer’s Certificate shall be full and complete authorization and protection to the CVR Agent. The CVR Agent shall incur no liability for or in respect of any action taken, suffered or omitted by it absent willful misconduct, fraud, bad faith or gross negligence (each as determined by a final, non-appealable judgment of a court of competent jurisdiction) under the provisions of this Agreement in reliance on such Officer’s Certificate. The CVR Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties and obligations hereunder from the chief executive officer, president, chief financial officer, any vice president, the controller, the treasurer or the secretary of the Company, and to apply to such officer for advice or instructions in connection with its duties, and it shall not be liable and shall be indemnified for any action taken or suffered to be taken by it in accordance with instructions from such officer. The CVR Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Company; (k) the CVR Agent shall not be subject to, nor be required to comply with, or determine if any person or entity has complied with, the Plan Documents (other than this Agreement) or any other agreement between or among the parties hereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement; and (l) the Company agrees that it shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged or delivered all such further and other acts, instruments and assurances as may reasonably be required by the CVR Agent for the carrying out or performing by the CVR Agent of the provisions of this Agreement.

Certain Rights of CVR Agent. The CVR Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied duties, covenants or obligations shall be read into this Agreement against the CVR Agent. The CVR Agent will report to both the CVR Holders’ Representative and Parent. In addition: (a) the CVR Agent may rely on and shall be protected and shall incur no liability for or in acting respect of any action taken, suffered or refraining from acting omitted to taken by it in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, instruction, direction, consent, order or other paper or document believed by it it, in the absence of bad faith, to be genuine and to have been signed or presented by the proper party or parties; (b) the CVR Agent may engage perform any and consult with counsel all of its duties (i) itself (through its directors, officers, or employees) or (ii) through its agents, representatives, attorneys, custodians or nominees and the CVR Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such agents, representatives, attorneys, custodians or nominees, absent gross negligence, bad faith or willful or intentional misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction) of the CVR Agent in the selection and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereoncontinued employment thereof; (c) in the event permissive rights of arbitration, the CVR Agent may engage and consult with tax experts, valuation firms and other experts and third parties that it, to do things enumerated in its sole and absolute discretion, deems appropriate or necessary to enable it to discharge its duties hereunderthis Agreement shall not be construed as a duty; (d) the CVR Agent shall not be required to give any note or surety in respect of the execution of such powers or otherwise in respect of the premises; andpowers; (e) Parent the Company agrees to indemnify indemnify, defend, protect, save and keep harmless the CVR Agent forand its Affiliates and their respective successors, assigns, directors, officers, managers, employees, agents, attorneys, accountants and hold experts (collectively, the CVR Agent harmless against“Indemnitees”), against any and all loss, liability, obligation, damage, fine, settlement, penalty, action, judgment, suit, cost, disbursement, proceeding, investigation, claim, demandsdemand or out-of-pocket expense of any kind or nature whatsoever (including the reasonable and documented, suits out-of-pocket fees and expenses of legal counsel and the reasonable and documented, out-of-pocket costs and expenses of defending the Indemnitee against any claim of liability arising therefrom) (collectively, “Losses”) that may be imposed on, incurred by, or expense asserted against any Indemnitee, at any time, and in any way relating to, arising out of or in connection with the CVR Agent’s duties under execution, delivery or performance of this Agreement, including the costs enforcement of any rights or remedies in connection with this Agreement, and expenses the payment, transfer or other application of defending funds pursuant to this Agreement, or as may arise by reason of any act, omission or error of the CVR Agent against any claimsIndemnitee; provided, chargeshowever, demands, suits or loss, unless such loss that no Indemnitee shall have been determined by a court of competent jurisdiction be entitled to be a result of so indemnified, defended, protected, saved or kept harmless to the CVR Agent’s extent such Loss was caused by the willful misconduct, fraud, bad faith or gross negligence of such Indemnitee (the "CVR Agent Indemnification Payments”each as determined by a final, non-appealable judgment of a court of competent jurisdiction).; (f) Parent in addition to the indemnification provided under Section 3.2(e), the Company agrees (i) to pay the fees and expenses of the CVR Agent in connection with this Agreementthe CVR Agent’s performance of its obligations hereunder, as set forth on Schedule 1 heretoa mutually agreed upon on or prior to the date hereof fee schedule (the “CVR Agent Fees”), and (ii) to reimburse the CVR Agent within 10 days after written demand for all taxes reasonable and governmental chargesdocumented, reasonable out-of-pocket expenses and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder, including all Taxes (other than income, receipt, franchise or similar Taxes) and governmental charges of any kind and nature incurred by the CVR Agent in the execution performance of its obligations under this Agreement Agreement; (g) in the event the CVR Agent reasonably believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other than taxes measured communication, paper or document received by the CVR Agent hereunder, the CVR Agent shall, as soon as practicable, provide notice to the Company, and the CVR Agent may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company or other Person or entity for refraining from taking such action, unless the CVR Agent receives written instructions signed on behalf of the Company by an Authorized Officer which eliminate such ambiguity or uncertainty to the reasonable satisfaction of the CVR Agent; (h) nothing herein shall preclude the CVR Agent from acting in any other capacity for the Company or for any other Person; (i) the CVR Agent shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the CVR Agent (including any act or provision of any present or future law or regulation or governmental authority, any act of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems or failure of any means of communication, labor difficulties, war, civil disorder or epidemic or pandemic); provided, that the CVR Agent shall (i) use its commercially reasonable efforts to end or mitigate the effects of any such occurrence on its performance and (ii) resume the performance of its obligations as soon as reasonably practicable after the end of such occurrence; (j) whenever the CVR Agent shall deem it necessary or desirable that a fact or matter be proved or established prior to taking, suffering or omitting any action hereunder (including the identity of a Holder), the CVR Agent may rely upon an Officer’s net income)Certificate, and such Officer’s Certificate shall be full and complete authorization and protection to the CVR Agent. The CVR Agent shall also incur no liability for or in respect of any action taken, suffered or omitted by it absent willful misconduct, fraud, bad faith or gross negligence (each as determined by a final, non-appealable judgment of a court of competent jurisdiction) under the provisions of this Agreement in reliance on such Officer’s Certificate. The CVR Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties and obligations hereunder from an Authorized Officer, and to apply to such officer for advice or instructions in connection with its duties, and it shall not be entitled liable and shall be indemnified for any action taken or suffered to reimbursement from Parent for all reasonable and necessary out-of-pocket expenses paid or incurred be taken by it in connection accordance with instructions from such officer. The CVR Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the administration Company; (k) the CVR Agent shall not be subject to, nor be required to comply with, or determine if any person or entity has complied with, the Plan Documents (other than this Agreement) or any other agreement between or among the parties hereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement; and (l) the Company agrees that it shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged or delivered all such further and other acts, instruments and assurances as may reasonably be required by the CVR Agent for the carrying out or performing by the CVR Agent of its duties hereunder. An invoice for the agreed-upon fee provisions of the CVR Agent as set forth on [Schedule I] will be rendered a reasonable time prior to, and paid on, the Effective Time. An invoice for any out-of-pocket expenses and per item fees realized will be rendered and payable within thirty (30) days after receipt by Parent (any payments pursuant to this Section 3.2(f), the “CVR Agent Expenses)Agreement.