Common use of Concerning the Unit Agent Clause in Contracts

Concerning the Unit Agent. The Unit Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Unit Agent; d) May consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) solely shall make the final determination as to whether or not a Unit received by Unit Agent is duly, completely and correctly executed, and Unit Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Unit Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Registration Statement or this Unit Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Unit Agent. The Unit AgentAgent undertakes the duties and obligations expressly imposed by this Agreement (and no implied duties) upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Units, shall be bound: (a) shall have The Unit Agent assumes no duties responsibility for the correctness of any statement contained herein or obligations other than those set forth herein and no duties in the Unit Certificate, except such as describe the Unit Agent or obligations any action taken by it. (b) The Unit Agent shall be inferred or implied; b) may rely on protected and shall not be held harmless responsible for and shall incur no liability to the Company or any Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Units to be complied with by the Company Company. (c) The Unit Agent may execute and exercise any of the rights or powers hereby vested in acting upon it or perform any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram duty hereunder either itself (through its employees) or other document, by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any security delivered to it, and reasonably believed attorney or agent appointed by it to be genuine and to have been made without bad faith, gross negligence or signed by the proper party or parties;willful misconduct. c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Unit Agent; (d) May The Unit Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) Company or an employee of the Unit Agent), and the Unit Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Unit received by performance of its duties under this Agreement the Unit Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Unit Agent; and such certificate shall be full authorization to the Unit Agent for any action taken or suffered by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Unit Agent such compensation for all services rendered by the Unit Agent in the performance of its duties under this Agreement as may be separately agreed in writing, to reimburse the Unit Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Unit Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Unit Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all liabilities, losses and expenses, including, without limitation, judgments, costs and counsel fees, for anything done or omitted by the Unit Agent in the acceptance and performance of its duties under this Agreement, except as a result of the Unit Agent’s bad faith, gross negligence or willful misconduct, including, without limitation, the costs and expenses of defending against any claim (whether asserted by the Company, a Holder or any other Person) of liability in the premises including reasonable attorneys’ fees and expenses. The provisions of this paragraph shall survive the resignation or removal of the Unit Agent and the termination of this Agreement. (g) The Unit Agent shall be held harmless under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Holders shall furnish the Unit Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Unit Agent to take such action as the Unit Agent may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Units may be enforced by the Unit Agent without the possession of any of the Units or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Unit Agent shall be brought in its name as Unit Agent, and any recovery of judgment shall be for the ratable benefit of the Holders, as their respective rights or interests may appear. (h) The Unit Agent and any stockholder, director, officer or employee (“Related Parties”) of the Unit Agent may buy, sell or deal in any of the Units or other securities of the Company or become pecuniarily interested in respect of any transactions in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Unit Agent under this Agreement or such director, officer or employee. Nothing herein shall preclude the Unit Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent to the Company or an affiliate thereof. (i) The Unit Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions thereof. The Unit Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own bad faith, gross negligence or willful misconduct. No implied duties or obligations shall be read into this Agreement against the Unit Agent. (j) The Unit Agent will be protected and will not incur any liability or responsibility to the Company or to any Holder for any action taken, suffered or omitted by it in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) The Unit Agent is hereby authorized to request, and directed to accept, instructions with respect to the performance of its duties hereunder from the Chairman of the Board, the President, Chief Financial Officer, Treasurer, any Vice President or the Secretary of the Company, and to apply to such officers for advice or instructions in good faith and in accordance connection with its determination; f) shall not be obligated to take any legal or other action hereunder which mightduties, in its judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) and shall not be liable or responsible for any failure action taken or suffered to be taken by it without bad faith, gross negligence or willful misconduct in accordance with instructions of any such officer or officers. (l) By countersigning Unit Certificates or by any other act hereunder the Unit Agent shall not be deemed to make any representations as to validity or authorization of the Units or the Unit Certificates (except as to its countersignature thereon) or the correctness of the representations of the Company made in any certifications that the Unit Agent receives. (m) No provision of this Agreement shall require the Unit Agent to comply with expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations relating duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to the Registration Statement or this Unit Agreement, including without limitation obligations under applicable regulation or lawit.