Common use of Instructions and Indemnification Clause in Contracts

Instructions and Indemnification. a. The Agent will be entitled to rely upon any instructions or directions furnished to it in writing by any director or officer to the Company or any attorney-in-fact for the Company appointed for this purpose pursuant to a power of attorney signed by any director or officer of the Company, and to apply to such individuals for advice or instructions in connection with its duties, and will be entitled to treat as genuine, and as the document it purports to be, any letter or other document, furnished to it by such individuals. The Agent shall incur no liability or responsibility to the Company for any action taken in reliance on, and in accordance with, any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or represented by the proper party or parties. b. The Company will indemnify the Agent against, and defend and hold it harmless from, any and all liability and related expenses (including reasonable fees and expenses of its counsel) incurred by the Agent, which may arise out of acts performed or omitted in connection with this Agreement, as the same may be amended, modified, or supplemented from time to time, (i) by the Agent, except to the extent such liability or expense arises out if its own negligence or willful misconduct, or (ii) by the Company or any of its agents. c. The Agent will indemnify the Company against, and defend and hold it harmless from, any and all liability and related expenses (including reasonable fees and expenses of its counsel) incurred by the Company, which arising out of negligence or willful misconduct of the Agent, the Custodian or any of their respective employees, officers, directors or agents. d. If any action or claim shall be brought or threatened to be brought against any party in respect of which indemnity may be sought pursuant to this Section 15, such indemnified party shall, as soon as practicable (or, in the case of any action or claim which is threatened to be brought, as soon as practicable after such party actually becomes aware of the same) notify the party against whom indemnity may be sought in writing of such action or claim, and in such circumstances, and also in the event of any action or claim being brought or threatened to be brought against any of the parties thereto, the other party thereto shall provide to the party against whom such action or claim is brought or threatened to be brought, such information and assistance as such party shall reasonably request, subject always to the provisions of indemnity contained in this Section 15. Each party shall to the extent reasonable and practicable in all circumstances consult with the other party as and when reasonably requested by such party in respect of any action or claim referred to in this Section 15. e. The obligation set forth in this Section 15 shall survive notwithstanding the termination of this Agreement and the succession or substitution of any indemnified person.

Instructions and Indemnification. a. The Agent will be entitled to rely upon any instructions or directions furnished to it in writing by any director or executive officer to of the Company or any attorney-in-fact for the Company appointed for this purpose pursuant to a power of attorney signed by any director or executive officer of the Company, and to apply to such individuals for advice or instructions in connection with its duties, and will be entitled to treat as genuine, and as the document it purports to be, any letter or other document, furnished to it by such individuals. The Agent shall incur no liability or responsibility to the Company for any action taken in reliance on, and in accordance with, any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by it in good faith to be genuine and to have been signed, sent or represented by the proper party or parties. b. The Company will indemnify the Agent against, and defend and hold it harmless from, any and all liability and related expenses (including reasonable fees and expenses of its counsel) incurred by the Agent, which may arise out of acts performed or omitted in connection with this Agreement, as the same may be amended, modified, or supplemented from time to time, (i) by the Agent, except to the extent such liability or expense arises out if of its own negligence or willful misconduct, or (ii) by the Company or any of its agents. c. The Agent will indemnify the Company against, and defend and hold it harmless from, any and all liability and related expenses (including reasonable fees and expenses of its counsel) incurred by the Company, which arising may arise out of the negligence or willful misconduct of the Agent, the Custodian or any of their respective employees, officers, directors or agents. d. If any action or claim shall be brought or threatened to be brought against any party in respect of which indemnity may be sought pursuant to this Section 15, such indemnified party shall, as soon as practicable (or, in the case of any action or claim which is threatened to be brought, as soon as practicable after such party actually becomes aware of the same) notify the party against whom indemnity may be sought in writing of such action or claim, and in such circumstances, and also in the event of any action or claim being brought or threatened to be brought against any of the parties thereto, the other party thereto shall provide to the party against whom such action or claim is brought or threatened to be brought, such information and assistance as such party shall reasonably request, subject always to the provisions of indemnity contained in this Section 15. Each party shall to the extent reasonable and practicable in all circumstances consult with the other party as and when reasonably requested by such party in respect of any action or claim referred to in this Section 15. e. The obligation set forth in this Section 15 shall survive notwithstanding the termination of this Agreement and the succession or substitution of any indemnified person.

Instructions and Indemnification. a. The Agent will be entitled to rely upon any instructions or directions furnished to it in writing by any director or officer to the Company or any attorney-in-fact for the Company appointed for this purpose pursuant to a power of attorney signed by any director or officer of the Company, Company and to apply to such individuals for advice directions or instructions in connection with its duties, and will be entitled to treat as genuine, and as the document it purports to be, any and letter or other document, furnished to it by such individuals. The Agent shall incur no liability or responsibility to the Company or any holder or holders of any ADS Right or Warrant Certificate for any action taken in reliance on, and in accordance with, any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument which conforms to the applicable requirements of this Agreement and which is reasonably believed by it to be genuine and to have been signed, sent or represented by the proper party or parties. b. The Company will indemnify the Agent against, and defend and hold it harmless from, any and all liability and related expenses (including reasonable fees and expenses of its counsel) incurred by the Agent, which may arise out of acts performed or omitted in connection with this Agreement, as the same may be amended, modified, or supplemented from time to time, (i) by the Agent, except to the extent such liability or expense arises out if its, or its nominees, own negligence or willful misconduct, or (ii) by the Company or any of its agents. c. The Agent will indemnify the Company against, and defend and hold it harmless from, any and all liability and related expenses (including reasonable fees and expenses of its counsel) incurred by the Company, which arising may arise out of acts performed or omitted in connection with this Agreement, as the same may be amended, modified, or supplemented from time to time by the Agent or its nominees, due to the Agent's own negligence or willful misconduct of the Agent, the Custodian or any of their respective employees, officers, directors or agentsmisconduct. d. If any action or claim shall be brought or threatened to be brought against any a party in respect of which indemnity may be sought pursuant to this Section 1513, such indemnified party shall, as soon as practicable (or, in the case of any action or claim which is threatened to be brought, as soon as practicable after such party actually becomes aware of the same) notify the party against whom indemnity may be sought in writing of such action or claim, and in such circumstances, and also in the event of any action or claim being brought or threatened to be brought against any of the parties theretosuch party, the other such party thereto against whom indemnity may be sought shall provide to the party against whom such action or claim is brought or threatened to in respect of which indemnity may be broughtsought, such information and assistance as such party shall reasonably request, subject always to the provisions of indemnity contained in this Section 1513. Each party shall to the extent reasonable and practicable in all circumstances consult with the other party as and when reasonably requested by such party in respect of any action or claim referred to in this Section 1513. e. The obligation set forth in this Section 15 13 shall survive notwithstanding the termination of this Agreement and the succession or substitution of any indemnified personAgreement.

Instructions and Indemnification. a. 13.1 The Agent will undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions: (a) The Agent shall be entitled to rely upon any written instructions or directions furnished to it in writing by any director Xxxxxxx Xxxxx or officer to the Company or any attorney-in-fact for the Company appointed for this purpose pursuant to a power of attorney signed by any director or officer Xxxx Xxxxxx, Chief Financial Officer and Controller of the Company, and to apply to such individuals for advice respectively, or instructions their designee (each, an "Authorizing Person"), whether in conformity with the provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, the Agent, in connection with its dutiesduties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Authorizing Person of the Company which conforms to the applicable requirements of this Agreement and which the Agent reasonably believes to be genuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent's control. (b) The Company also agrees to indemnify and hold the Agent harmless against any losses, claims, actions, damages, liabilities, costs or expenses (including reasonable fees and disbursements of legal counsel) (collectively, "Claims") that the Agent may incur or become subject to, arising from or out of any claim or liability resulting from actions taken as Agent pursuant to this Agreement; provided, however, that such covenant and agreement does not extend to, and the Agent shall not be indemnified or held harmless with respect to, such Claims incurred or suffered by the Agent as a result, or arising out, of the Agent's negligence, misconduct, bad faith or breach of this Agreement. In connection therewith: (i) in no case shall the Company be liable with respect to any Claim against the Agent unless the Agent shall have notified the Company in writing, of the assertion of a Claim against it, promptly after the Agent shall have notice of a Claim or shall have been served with the summons or other legal process giving information as to the nature and basis of the Claim; provided, however, that the failure of the Agent to notify the Company in the above manner will absolve the Company of liability only when such failure will result or has resulted in prejudice to the Company with respect to such Claim; (ii) the Company shall be entitled to treat as genuine, control the defense of any suit brought to enforce any such Claim; and as (iii) the document Agent agrees not to settle or compromise any Claim with respect to which it purports to be, may seek indemnification from the Company without the prior written consent of the Company. In no event shall the Company be liable for the fees and expenses of any letter or other document, furnished to it by such individuals. additional counsel that the Agent may retain. (c) The Agent shall be protected and shall incur no liability for or responsibility to the Company for in respect of any action taken taken, suffered or omitted by it without negligence and in good faith in connection with its administration of this Agreement in reliance onupon any Subscription Certificate, and in accordance withor written power of attorney, any endorsement, affidavit, letter, notice, resolution, waiverdirection, consent, order, certificate, statement or other paper, paper or document or instrument reasonably believed by it to be genuine and to have been be signed, sent executed and, where necessary, verified or represented acknowledged by the proper party person or partiespersons. b. The Company will indemnify the Agent against, and defend and hold it harmless from, any and all liability and related expenses (including reasonable fees and expenses of its counsel) incurred by the Agent, which may arise out of acts performed or omitted in connection with this Agreement, as the same may be amended, modified, or supplemented from time to time, (i) by the Agent, except to the extent such liability or expense arises out if its own negligence or willful misconduct, or (ii) by the Company or any of its agents. c. The Agent will indemnify the Company against, and defend and hold it harmless from, any and all liability and related expenses (including reasonable fees and expenses of its counsel) incurred by the Company, which arising out of negligence or willful misconduct of the Agent, the Custodian or any of their respective employees, officers, directors or agents. d. If any action or claim shall be brought or threatened to be brought against any party in respect of which indemnity may be sought pursuant to this Section 15, such indemnified party shall, as soon as practicable (or, in the case of any action or claim which is threatened to be brought, as soon as practicable after such party actually becomes aware of the same) notify the party against whom indemnity may be sought in writing of such action or claim, and in such circumstances, and also in the event of any action or claim being brought or threatened to be brought against any of the parties thereto, the other party thereto shall provide to the party against whom such action or claim is brought or threatened to be brought, such information and assistance as such party shall reasonably request, subject always to the provisions of indemnity contained in this Section 15. Each party shall to the extent reasonable and practicable in all circumstances consult with the other party as and when reasonably requested by such party in respect of any action or claim referred to in this Section 15. e. The obligation set forth in this Section 15 shall survive notwithstanding the termination of this Agreement and the succession or substitution of any indemnified person.

Instructions and Indemnification. a. 13.1. The Agent will undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions: (a) Whenever in the performance of its duties under this Agreement the Agent shall deem it necessary or desirable that any fact or matter be entitled proved or established, prior to rely upon taking or suffering any instructions action hereunder, such fact or directions furnished matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to it in writing be conclusively proved and established by any director a certificate signed by the Chairman of the Board or officer President or a Vice President or the Secretary or Assistant Secretary or the Treasurer of the Fund delivered to the Company Agent, and such certificate shall be full authorization to the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (b) The Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any attorney-in-fact for the Company appointed for this purpose pursuant to a power of attorney signed by any director officer or assistant officer of the Company, Fund and to apply to any such individuals officer of the Fund for advice or instructions in connection with its duties, and will subject to the other requirements of this agreement which the Agent reasonably believes to be genuine and shall set forth above, shall be indemnified and not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent's control. (c) The Fund also agrees to indemnify and hold the Agent harmless against any losses, claims, actions, damages, liabilities, costs or expenses (including reasonable fees and disbursements of legal counsel) (collectively, "Claims") that the Agent may incur or become subject to, arising from or out of any claim or liability resulting from actions taken as Agent pursuant to this Agreement; provided, however, that such covenant and agreement does not extend -------- ------- to, and the Agent shall not be indemnified or held harmless with respect to, such Claims incurred or suffered by the Agent as a result, or arising out, of the Agent's negligence, misconduct, bad faith or breach of this Agreement. In connection therewith, and without limiting any other provision in this Section 13.1: (i) in no case shall the Fund be liable with respect to any Claim against the Agent unless the Agent shall have notified the Fund in writing of the assertion of a Claim against it promptly after the Agent shall have notice of a Claim or shall have been served with the summons or other legal process giving information as to the nature and basis of the Claim; (ii) the Fund shall be entitled to treat as genuinecontrol the defense of any suit brought to enforce any such Claim; and (iii) the Agent agrees not to settle or compromise any Claim or threatened litigation or proceeding without providing the Fund adequate notice of any such settlement or compromise and, without the prior written consent of the Fund. In no event shall the Fund be liable for the fees and as expenses of any additional counsel that the document it purports to be, any letter or other document, furnished to it by such individuals. Agent may retain. (d) The Agent shall be protected and shall incur no liability for or responsibility to the Company for in respect of any action taken taken, suffered or omitted by it without negligence and in good faith in connection with its administration of this Agreement in reliance onupon any Subscription Certificate, and in accordance withor written power of attorney, any endorsement, affidavit, letter, notice, resolution, waiverdirection, consent, order, certificate, statement or other paper, paper or document or instrument reasonably believed by it to be genuine and to have been be signed, sent executed and, where necessary, verified or represented acknowledged by the proper party person or partiespersons. b. The Company will indemnify the Agent against, and defend and hold it harmless from, any and all liability and related expenses (including reasonable fees and expenses of its counsel) incurred by the Agent, which may arise out of acts performed or omitted in connection with this Agreement, as the same may be amended, modified, or supplemented from time to time, (i) by the Agent, except to the extent such liability or expense arises out if its own negligence or willful misconduct, or (ii) by the Company or any of its agents. c. The Agent will indemnify the Company against, and defend and hold it harmless from, any and all liability and related expenses (including reasonable fees and expenses of its counsel) incurred by the Company, which arising out of negligence or willful misconduct of the Agent, the Custodian or any of their respective employees, officers, directors or agents. d. If any action or claim shall be brought or threatened to be brought against any party in respect of which indemnity may be sought pursuant to this Section 15, such indemnified party shall, as soon as practicable (or, in the case of any action or claim which is threatened to be brought, as soon as practicable after such party actually becomes aware of the same) notify the party against whom indemnity may be sought in writing of such action or claim, and in such circumstances, and also in the event of any action or claim being brought or threatened to be brought against any of the parties thereto, the other party thereto shall provide to the party against whom such action or claim is brought or threatened to be brought, such information and assistance as such party shall reasonably request, subject always to the provisions of indemnity contained in this Section 15. Each party shall to the extent reasonable and practicable in all circumstances consult with the other party as and when reasonably requested by such party in respect of any action or claim referred to in this Section 15. e. The obligation set forth in this Section 15 shall survive notwithstanding the termination of this Agreement and the succession or substitution of any indemnified person.

Instructions and Indemnification. a. The ADS Rights Agent will be entitled to rely upon any instructions or directions furnished to it in writing by any director or officer to the Company or any attorney-in-fact for the Company appointed for this purpose pursuant to a power of attorney signed by any director or officer of the Company, and to apply to such individuals for advice or instructions in connection with its duties, and will be entitled to treat as genuine, and as the document it purports to be, any letter or other document, furnished to it by such individuals. The ADS Rights Agent shall incur no liability or responsibility to the Company for any action taken in reliance on, and in accordance with, any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or represented by the proper party or parties. b. The Company will indemnify the ADS Rights Agent against, and defend and hold it harmless from, any and all liability and related expenses (including reasonable fees and expenses of its counsel) incurred by the ADS Rights Agent, which may arise out of acts performed or omitted in connection with this Agreement, as the same may be amended, modified, or supplemented from time to time, : (i) by the ADS Rights Agent, except to the extent such liability or expense arises out if its own negligence or willful misconduct, or (ii) by the Company or any of its agents. c. The ADS Rights Agent will indemnify the Company against, and defend and hold it harmless from, any and all liability and related expenses (including reasonable fees and expenses of its counsel) incurred by the Company, which arising out of negligence or willful misconduct of the ADS Rights Agent, the Custodian or any of their respective employees, officers, directors or agents. d. If any action or claim shall be brought or threatened to be brought against any party in respect of which indemnity may be sought pursuant to this Section 1514, such indemnified party shall, as soon as practicable (or, in the case of any action or claim which is threatened to be brought, as soon as practicable after such party actually becomes aware of the same) notify the party against whom indemnity may be sought in writing of such action or claim, and in such circumstances, and also in the event of any action or claim being brought or threatened to be brought against any of the parties thereto, the other party thereto shall provide to the party against whom such action or claim is brought or threatened to be brought, such information and assistance as such party shall reasonably request, subject always to the provisions of indemnity contained in this Section 1514. Each party shall to the extent reasonable and practicable in all circumstances consult with the other party as and when reasonably requested by such party in respect of any action or claim referred to in this Section 1514. e. The obligation set forth in this Section 15 14 shall survive notwithstanding the termination of this Agreement and the succession or substitution of any indemnified person.