Common use of Indemnification of Warrant Agent Clause in Contracts

Indemnification of Warrant Agent. (a) The Warrant Agent shall act as Agent of the Company. The Warrant Agent shall not, by issuing and delivering Warrant certificates or by any other act, be deemed to make any representations as to the validity or value of the Warrant certificates or the Warrants represented thereby or of the Common Stock or other property delivered on exercise of any Warrant. The Warrant Agent shall not be under any duty or responsibility to any holder of the Warrant certificates to make or cause to be made any adjustment of the Subscription Price or to determine whether any fact exists which may require any such adjustments. (b) The Warrant Agent shall not (i) be liable for any statement or fact contained in this instrument or for any action taken or omitted by it in reliance on any Warrant certificate or other document or instrument believed by it in good faith to be valid and to have been signed or presented by the proper party or parties, (ii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in this instrument or in the Warrant certificates, or (iii) be liable for any act or omission in connection with this Agreement except for its own negligence or willful misconduct. (c) The Warrant Agent may at any time seek legal advice of counsel (who may be counsel to the Company) and shall incur no liability or responsibility for any action taken or omitted by it in good faith in accordance with such notice, statement, instrument, request, direction, order or demand. (d) Any notice, statement, instruction, request, direction, order or demand of the Company shall be sufficiently evidenced by an instrument signed by any officer of the Company. The Warrant Agent shall not be liable for any action taken or omitted by it in accordance with such notice, statement, instruction, request, direction, order or demand. (e) The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse the Warrant Agent for its reasonable expenses. The Company further agrees to indemnify the Warrant Agent against any and all losses, expenses and liabilities, including judgments, costs and fees, for any action taken or omitted by the Warrant Agent in the execution of its duties and powers, excepting losses, expenses and liabilities arising as a result of the Warrant Agent's negligence or willful misconduct.

Appears in 3 contracts

Samples: Warrant Agreement (American Rivers Oil Co /De/), Warrant Agreement (Aroc Inc), Warrant Agreement (American Rivers Oil Co /De/)

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Indemnification of Warrant Agent. (a) The Warrant Agent shall act as Agent agent of the Company. The Warrant Agent shall not, by issuing and delivering Warrant certificates Certificates or by any other act, act be deemed to make any representations as to the validity or value of the Warrant certificates Certificates or the Warrants represented thereby or of the Common Stock Ordinary Shares or other property delivered on exercise of any Warrant. The Warrant Agent shall not be under any duty or responsibility to any holder of the Warrant certificates Certificates to make or cause to be made any adjustment of the Subscription Price or to determine whether any fact exists which may require any such adjustments. (b) The Warrant Agent shall not (i) be liable for any statement or fact contained in this instrument or for any action taken or omitted by it in reliance on any Warrant certificate Certificate or other document or instrument believed by it in good faith to be valid and to have been signed or presented by the proper party or parties, (ii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in this instrument or in the Warrant certificatesCertificates, or (iii) be liable for any act or omission in connection with this Agreement except for its own negligence or willful wilful misconduct. (c) The Warrant Agent may at any time seek legal advice of counsel any solicitors (who may be counsel solicitors to the Company) and shall incur no liability or responsibility for any action taken or omitted by it in good faith in accordance with such notice, statement, instrument, request, direction, order or demand. (d) Any notice, statement, instruction, request, direction, order or demand of the Company shall be sufficiently evidenced by an instrument signed by any officer of the CompanyDirector or its Secretary. The Warrant Agent shall not be liable for any action taken or omitted by it in accordance with such notice, statement, instruction, request, direction, order or demand. (e) The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse the Warrant Agent for its reasonable expenses. The Company further agrees to indemnify the Warrant Agent against any and all losses, expenses and liabilities, including judgments, costs and fees, for any action taken or omitted by the Warrant Agent in the execution of its duties and powers, excepting losses, expenses and liabilities arising as a result of the Warrant Agent's negligence or willful wilful misconduct.

Appears in 1 contract

Samples: Warrant Instrument (Alliance Resources PLC)

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