Common use of Compensation, Reimbursement and Indemnification of the Rights Agents Clause in Contracts

Compensation, Reimbursement and Indemnification of the Rights Agents. The Parent agrees that the following shall be payable as Claims Expenses: (a) to pay to each of the River Rights Agents at least $5,000 on the first day of each month following the Effective Time until the Last CVR Payment Date (or such earlier date as determined in accordance with Section 3.7) and to pay the Independent Rights Agent an fair and reasonable amount of compensation until the Last CVR Payment Date (or such earlier date as determined in accordance with Section 3.7) that is agreed to by a majority of the Rights Agents (other than the Independent Rights Agent); (b) except as otherwise expressly provided herein, to pay to or on behalf of the Rights Agents, upon the request of the Rights Agents, all reasonable expenses and disbursements incurred or to be incurred by the Rights Agents in connection with the discharge of their duties under this Agreement (including, without limitation, the reasonable compensation and the expenses and disbursements of their counsel, tax experts, valuation firms and other experts and third parties as contemplated in Section 3.2 and including premiums paid from time to time for liability insurance coverage for such Rights Agents); and (c) to indemnify the Rights Agents and hold them harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses and reasonable disbursements of any kind or nature whatsoever (including, without limitation, the reasonable compensation and the expenses and disbursements of their counsel, tax experts, valuation firms and other experts and third parties as contemplated in Section 3.2) that may be imposed on, asserted against or incurred by them under this Agreement, and the Rights Agents shall be so indemnified under this Agreement for their own ordinary or gross negligence, but the Rights Agents do not have the right to be indemnified under this Agreement for their own willful misconduct or bad faith.

Compensation, Reimbursement and Indemnification of the Rights Agents. The Parent agrees that the following shall be payable as Claims Expenses: (a) to pay to each of the River CVR Rights Agents at least $5,000 on the first day of each month following the Effective Time Acceptance Date until the Last CVR Payment Date (or such earlier date as determined in accordance with Section 3.7) and to pay the Independent Rights Agent an a fair and reasonable amount of compensation until the Last CVR Payment Date (or such earlier date as determined in accordance with Section 3.7) that is agreed to by a majority of the Rights Agents (other than the Independent Rights Agent); (b) except as otherwise expressly provided herein, to pay to or on behalf of the Rights Agents, upon the request of the Rights Agents, all reasonable expenses and disbursements incurred or to be incurred by the Rights Agents in connection with the discharge of their duties under this Agreement (including, without limitation, the reasonable compensation and the expenses and disbursements of their counsel, tax experts, valuation firms and other experts and third parties as contemplated in Section 3.2 and including premiums paid from time to time for liability insurance coverage for such Rights Agents3.2); and (c) to indemnify the Rights Agents and hold them harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses and reasonable disbursements of any kind or nature whatsoever (including, without limitation, the reasonable compensation and the expenses and disbursements of their counsel, tax experts, valuation firms and other experts and third parties as contemplated in Section 3.2) that may be imposed on, asserted against or incurred by them under this Agreement, and the Rights Agents shall be so indemnified under this Agreement for their own ordinary or gross negligence, but the Rights Agents do not have the right to be indemnified under this Agreement for their own willful misconduct or bad faith.