Limitations of Duties. 8.1. The ADS Warrant Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties specifically set forth in this Agreement without gross negligence or willful misconduct, and no implied duties or obligations shall be read into this Agreement against the ADS Warrant Agent. 8.2. The ADS Warrant Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Shares, Subscription Form or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents. 8.3. The ADS Warrant Agent shall not be obligated to take any legal action hereunder on behalf of any Holder or any other person. 8.4. The ADS Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement, the Subscription Form or any other Warrants Offer Materials or be required to verify the same; and may rely upon and comply with, and shall not have any liability for relying upon and complying with, any Subscription Form or other Warrants Offer Material, certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this Agreement. 8.5. The ADS Warrant Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS Warrant Agent hereunder in reliance upon, and in accordance with, any such opinion. 8.6. The ADS Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of the Company or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Agent for written instructions from the Company may, at the option of the ADS Warrant Agent, set forth in writing any action proposed to be taken or omitted by the ADS Warrant Agent under this Agreement and the date on or after which such action shall be taken or such omission shall be effective. The ADS Warrant Agent shall not be liable for any action taken by, or omission of, the ADS Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three business days after the date the executive officer of the Company actually receives such application, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the ADS Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. 8.7. The ADS Warrant Agent shall escheat any property held by the ADS Warrant Agent in accordance with applicable law. 8.8. In no event will the ADS Warrant Agent be liable to any person (a) for any special, consequential or punitive damages; or (b) if, by reason of: (i) any law or regulation of any state or country or of any governmental or regulatory authority or stock exchange; or (ii) any circumstances beyond its control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services; it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do. 8.9. The ADS Warrant Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Warrant Agent shall not be responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunder.
Appears in 1 contract
Limitations of Duties. 8.11. The ADS Warrant Rights Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties other than those specifically set forth in this Agreement without gross negligence herein, including any duties or willful misconductobligations under any other agreement, and no implied duties or obligations shall be read into this Agreement against the ADS Warrant Rights Agent.
8.22. The ADS Warrant Rights Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Shares, ADS Letter, ADS Subscription Form Card or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents.
8.33. The ADS Warrant Rights Agent shall not be obligated to take any legal action hereunder on behalf of which might in the Rights Agent's judgement involve any Holder expense or any other personliability, unless the Rights Agent shall have been furnished with indemnity satisfactory to the Rights Agent.
8.44. The ADS Warrant Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement, the ADS Letter, the ADS Subscription Form Card or any other Warrants Rights Offer Materials or be required to verify the same; and may rely upon and comply with, and shall not have any liability be fully indemnified and held harmless for relying upon and complying with, any ADS Subscription Form Card or other Warrants Rights Offer Material, certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this Agreement.
8.55. The ADS Warrant Rights Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS Warrant Rights Agent hereunder in reliance upon, and in accordance with, any such opinion.
8.66. The ADS Warrant Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any offer of the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of the Company any such officer or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Rights Agent for written instructions from the Company may, at the option of the ADS Warrant Rights Agent, set forth in writing any action proposed to be taken or omitted by the ADS Warrant Rights Agent under this Agreement and the date on on/or after which such action shall be taken or such omission shall be effective. The ADS Warrant Rights Agent shall not be liable for any action taken by, or omission of, the ADS Warrant Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three business days after the date the executive officer of the Company actually receives such application, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the ADS Warrant Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.
8.7. The ADS Warrant Agent shall escheat any property held by the ADS Warrant Agent in accordance with applicable law.
8.8. In no event will the ADS Warrant Agent be liable to any person (a) for any special, consequential or punitive damages; or (b) if, by reason of:
(i) any law or regulation of any state or country or of any governmental or regulatory authority or stock exchange; or
(ii) any circumstances beyond its control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services; it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do.
8.9. The ADS Warrant Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Warrant Agent shall not be responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunder.
Appears in 1 contract
Samples: Rights Agency Agreement (Gol Intelligent Airlines Inc.)
Limitations of Duties. 8.1. 8.1 The ADS Warrant Rights Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties specifically set forth in this Agreement without gross negligence or willful misconduct, and no implied duties or obligations shall be read into this Agreement against the ADS Warrant Rights Agent.
8.2. 8.2 The ADS Warrant Rights Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Shares, Subscription Form or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents.
8.3. 8.3 The ADS Warrant Rights Agent shall not be obligated to take any legal action hereunder on behalf of any Holder Record Owner or any other person.
8.4. 8.4 The ADS Warrant Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement, the Subscription Form or any other Warrants Rights Offer Materials or be required to verify the same; and may rely upon and comply with, and shall not have any liability for relying upon and complying with, any Subscription Form or other Warrants Rights Offer Material, certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this Agreement.
8.5. 8.5 The ADS Warrant Rights Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS Warrant Rights Agent hereunder in reliance upon, and in accordance with, any such opinion.
8.6. 8.6 The ADS Warrant Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of the Company or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Rights Agent for written instructions from the Company may, at the option of the ADS Warrant Rights Agent, set forth in writing any action proposed to be taken or omitted by the ADS Warrant Rights Agent under this Agreement and the date on or after which such action shall be taken or such omission shall be effective. The ADS Warrant Rights Agent shall not be liable for any action taken by, or omission of, the ADS Warrant Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three business days after the date the executive officer of the Company actually receives such application, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the ADS Warrant Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.
8.7. 8.7 The ADS Warrant Rights Agent shall escheat any property held by the ADS Warrant Rights Agent in accordance with applicable law.
8.8. 8.8 In no event will the ADS Warrant Rights Agent be liable to any person (a) for any special, consequential or punitive damages; or (b) if, by reason of:
(i) any law or regulation of any state or country or of any governmental or regulatory authority or stock exchange; or
(ii) any circumstances beyond its control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services; it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do.
8.9. 8.9 The ADS Warrant Rights Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Warrant Rights Agent shall not be responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunder.
Appears in 1 contract
Limitations of Duties. 8.11. The ADS Warrant Rights Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties other than those specifically set forth in this Agreement without gross negligence herein, including any duties or willful misconductobligations under any other agreement, and no implied duties or obligations shall be read into this Agreement against the ADS Warrant Rights Agent.
8.22. The ADS Warrant Rights Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Shares, Subscription Form Letter of Transmittal or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents.
8.33. The ADS Warrant Rights Agent shall not be obligated to take any legal action hereunder on behalf of which might in the Rights Agent's judgement involve any Holder expense or any other personliability, unless the Rights Agent shall have been furnished with indemnity satisfactory to the Rights Agent.
8.44. The ADS Warrant Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement, the Subscription Form Letter of Transmittal or any other Warrants Rights Offer Materials or be required to verify the same; and may rely upon and comply with, and shall not have any liability be fully indemnified and held harmless for relying upon and complying with, any Subscription Form Letter of Transmittal or other Warrants Rights Offer Material, certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this Agreement.
8.55. The ADS Warrant Rights Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS Warrant Rights Agent hereunder in reliance upon, and in accordance with, any such opinion.
8.66. The ADS Warrant Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of the Company any such officer or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Rights Agent for written instructions from the Company may, at the option of the ADS Warrant Rights Agent, set forth in writing any action proposed to be taken or omitted by the ADS Warrant Rights Agent under this Agreement and the date on on/or after which such action shall be taken or such omission shall be effective. The ADS Warrant Rights Agent shall not be liable for any action taken by, or omission of, the ADS Warrant Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three business days after the date the executive officer of the Company actually receives such application, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the ADS Warrant Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.
8.77. The ADS Warrant Rights Agent shall escheat any property held by the ADS Warrant Rights Agent in accordance with applicable law.
8.8. In no event will the ADS Warrant Agent be liable to any person (a) for any special, consequential or punitive damages; or (b) if, by reason of:
(i) any law or regulation of any state or country or of any governmental or regulatory authority or stock exchange; or
(ii) any circumstances beyond its control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services; it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do.
8.9. The ADS Warrant Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Warrant Agent shall not be responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunder.
Appears in 1 contract
Samples: Rights Agency Agreement (Tricom Sa)
Limitations of Duties. 8.11. The ADS Warrant Subscription Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties other than those specifically set forth in this Agreement without gross negligence herein, including any duties or willful misconductobligations under any other agreement, and no implied duties or obligations shall be read into this Agreement against the ADS Warrant Subscription Agent.
8.22. The ADS Warrant Subscription Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Shares, Subscription Form Letter of Instruction, PALs, Warrants or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents.
8.33. The ADS Warrant Subscription Agent shall not be obligated to take commence or voluntarily participate in any legal suit, action hereunder on behalf of any Holder or any other personproceeding arising or related to this Agreement.
8.44. The ADS Warrant Subscription Agent shall not be liable or responsible for or by reason of any of the statements of fact or recitals contained in this Rights Agency Agreement, the Subscription Form Letter of Instruction, any other Rights Offer Materials, or any other Warrants Offer Materials document or security delivered to it in connection with this Agreement, and shall not be required to to, and shall not, verify or determine the same; and correctness, validity or accurateness of any such statements or recitals contained therein.
5. The ADS Subscription Agent may rely upon and comply with, and shall not have any incur no liability for relying upon and complying with, any Subscription Form Letter of Instruction or other Warrants Rights Offer Material, certificate, Warrant, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this Agreement.
8.56. The ADS Warrant Subscription Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any written opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS Warrant Subscription Agent hereunder in reliance upon, and in accordance with, any such opinion.
8.67. The ADS Warrant Subscription Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of the Company any such officer or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Subscription Agent for written instructions from the Company may, at the option of the ADS Warrant Subscription Agent, set forth in writing any action proposed to be taken or omitted by the ADS Warrant Subscription Agent under this Agreement and the date on on/or after which such action shall be taken or such omission shall be effective. The ADS Warrant Subscription Agent shall not be liable for any action taken by, or omission of, the ADS Warrant Subscription Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three business days after the date the executive officer of the Company actually receives such application, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the ADS Warrant Subscription Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.
8.78. The ADS Warrant Subscription Agent shall escheat any property held by the ADS Warrant Subscription Agent in accordance with applicable law.
8.8. In no event will the ADS Warrant Agent be liable to any person (a) for any special, consequential or punitive damages; or (b) if, by reason of:
(i) any law or regulation of any state or country or of any governmental or regulatory authority or stock exchange; or
(ii) any circumstances beyond its control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services; it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do.
8.99. The ADS Warrant Subscription Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Warrant Subscription Agent shall not be responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunder. In no event shall the ADS Subscription Agent be liable for the acts or omissions of such other nominees, correspondents, designees, agents, subagents or subcustodians.
Appears in 1 contract
Limitations of Duties. 8.11. The ADS Warrant Rights Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties other than those specifically set forth in this Agreement without gross negligence herein, including any duties or willful misconductobligations under any other agreement, and no implied duties or obligations shall be read into this Agreement against the ADS Warrant Rights Agent.
8.22. The ADS Warrant Rights Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Shares, Subscription Form ADS Rights Certificate or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documentsdocuments (except to the limited extent expressly set forth in Article IV).
8.33. The ADS Warrant Rights Agent shall not be obligated to take commence or voluntarily participate in any legal suit, action hereunder on behalf or proceeding arising out of any Holder or any other personrelated to this Agreement.
8.44. The ADS Warrant Rights Agent shall not be liable or responsible for or by reason of any of the statements of fact or recitals contained in this Agreement, the Subscription Form any other Rights Offer Materials, or any other Warrants Offer Materials document or security delivered to it in connection with this Agreement, and shall not be required to to, and shall not, verify or determine the same; and correctness, validity or accurateness of any such statements or recitals contained therein.
5. The Rights Agent may rely upon and comply with, and shall not have any incur no liability and shall be fully indemnified and held harmless for relying upon and complying with, any Subscription Form or other Warrants with the Rights Offer Material, or other certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this AgreementAgreement and believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
8.56. The ADS Warrant Rights Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS Warrant Rights Agent hereunder in reliance upon, and in accordance with, any such opinion.
8.67. The ADS Warrant Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of the Company any such officer or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Rights Agent for written instructions from the Company may, at the option of the ADS Warrant Rights Agent, set forth in writing any action proposed to be taken or omitted by the ADS Warrant Rights Agent under this Agreement and the date on or after which such action shall be taken or such omission shall be effective. The ADS Warrant Rights Agent shall not be liable for any action taken by, or omission of, the ADS Warrant Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three five business days after the date the executive officer of the Company actually receives such application, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the ADS Warrant Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.
8.78. The ADS Warrant Agent shall escheat any property held by the ADS Warrant Agent in accordance with applicable law.
8.8. In no event will the ADS Warrant Agent be liable to any person (a) for any special, consequential or punitive damages; or (b) if, by reason of:
(i) any law or regulation of any state or country or of any governmental or regulatory authority or stock exchange; or
(ii) any circumstances beyond its control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services; it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do.
8.9. The ADS Warrant Rights Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Warrant Agent shall not be responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunder.
Appears in 1 contract
Samples: Rights Agency Agreement (Embratel Participacoes Sa)
Limitations of Duties. 8.11. The ADS Warrant Rights Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties other than those specifically set forth in this Agreement without gross negligence herein, including any duties or willful misconductobligations under any other agreement, and no implied duties or obligations shall be read into this Agreement against the ADS Warrant Rights Agent.
8.22. The ADS Warrant Rights Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Shares, Subscription Form ADS Rights Certificate or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documentsdocuments (except to the limited extent expresssly set forth in Article IV).
8.33. The ADS Warrant Rights Agent shall not be obligated to take commence or voluntarily participate in any legal suit, action hereunder on behalf or proceeding arising out of any Holder or any other personrelated to this Agreement.
8.44. The ADS Warrant Rights Agent shall not be liable or responsible for or by reason of any of the statements of fact or recitals contained in this Agreement, the Subscription Form any other Rights Offer Materials, or any other Warrants Offer Materials document or security delivered to it in connection with this Agreement, and shall not be required to to, and shall not, verify or determine the same; and correctness, validity or accurateness of any such statements or recitals contained therein.
5. The Rights Agent may rely upon and comply with, and shall not have any incur no liability and shall be fully indemnified and held harmless for relying upon and complying with, any Subscription Form or other Warrants with the Rights Offer Material, or other certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this AgreementAgreement and believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
8.56. The ADS Warrant Rights Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS Warrant Rights Agent hereunder in reliance upon, and in accordance with, any such opinion.
8.67. The ADS Warrant Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of the Company any such officer or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Rights Agent for written instructions from the Company may, at the option of the ADS Warrant Rights Agent, set forth in writing any action proposed to be taken or omitted by the ADS Warrant Rights Agent under this Agreement and the date on or after which such action shall be taken or such omission shall be effective. The ADS Warrant Rights Agent shall not be liable for any action taken by, or omission of, the ADS Warrant Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three five business days after the date the executive officer of the Company actually receives such application, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the ADS Warrant Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.
8.78. The ADS Warrant Agent shall escheat any property held by the ADS Warrant Agent in accordance with applicable law.
8.8. In no event will the ADS Warrant Agent be liable to any person (a) for any special, consequential or punitive damages; or (b) if, by reason of:
(i) any law or regulation of any state or country or of any governmental or regulatory authority or stock exchange; or
(ii) any circumstances beyond its control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services; it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do.
8.9. The ADS Warrant Rights Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Warrant Agent shall not be responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunder.
Appears in 1 contract
Samples: Rights Agency Agreement (Telesp Cellular Holding Co /Adr/)
Limitations of Duties. 8.11. The ADS Warrant Rights Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties other than those specifically set forth in this Agreement without gross negligence herein, including any duties or willful misconductobligations under any other agreement, and no implied duties or obligations shall be read into this Agreement against the ADS Warrant Rights Agent.
8.22. The ADS Warrant Rights Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Shares, Subscription Form Card or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents.
8.33. The ADS Warrant Rights Agent shall not be obligated to take any legal action hereunder on behalf of which might in the Rights Agent’s judgement involve any Holder expense or any other personliability, unless the Rights Agent shall have been furnished with indemnity satisfactory to the Rights Agent.
8.44. The ADS Warrant Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement, the Subscription Form Card or any other Warrants Rights Offer Materials or be required to verify the same; and may rely upon and comply with, and shall not have any liability be fully indemnified and held harmless for relying upon and complying with, any Subscription Form Card or other Warrants Rights Offer Material, certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this Agreement.
8.55. The ADS Warrant Rights Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS Warrant Rights Agent hereunder in reliance upon, and in accordance with, any such opinion.
8.66. The ADS Warrant Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of the Company any such officer or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Rights Agent for written instructions from the Company may, at the option of the ADS Warrant Rights Agent, set forth in writing any action proposed to be taken or omitted by the ADS Warrant Rights Agent under this Agreement and the date on on/or after which such action shall be taken or such omission shall be effective. The ADS Warrant Rights Agent shall not be liable for any action taken by, or omission of, the ADS Warrant Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three business days after the date the executive officer of the Company actually receives such application, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the ADS Warrant Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.
8.7. The ADS Warrant Agent shall escheat any property held by the ADS Warrant Agent in accordance with applicable law.
8.8. In no event will the ADS Warrant Agent be liable to any person (a) for any special, consequential or punitive damages; or (b) if, by reason of:
(i) any law or regulation of any state or country or of any governmental or regulatory authority or stock exchange; or
(ii) any circumstances beyond its control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services; it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do.
8.9. The ADS Warrant Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Warrant Agent shall not be responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunder.
Appears in 1 contract
Samples: Rights Agency Agreement (Gol Intelligent Airlines Inc.)
Limitations of Duties. 8.1. The ADS Warrant Rights Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties specifically set forth in this Agreement without gross negligence or willful misconduct, and no implied duties or obligations shall be read into this Agreement against the ADS Warrant Rights Agent.
8.2. The ADS Warrant Rights Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Shares, Subscription Form or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents.
8.3. The ADS Warrant Rights Agent shall not be obligated to take any legal action hereunder on behalf of any Holder or any other person.
8.4. The ADS Warrant Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement, the Subscription Form or any other Warrants Rights Offer Materials or be required to verify the same; and may rely upon and comply with, and shall not have any liability for relying upon and complying with, any Subscription Form or other Warrants Rights Offer Material, certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this Agreement.
8.5. The ADS Warrant Rights Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS Warrant Rights Agent hereunder in reliance upon, and in accordance with, any such opinion.
8.6. The ADS Warrant Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of the Company or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Rights Agent for written instructions from the Company may, at the option of the ADS Warrant Rights Agent, set forth in writing any action proposed to be taken or omitted by the ADS Warrant Rights Agent under this Agreement and the date on or after which such action shall be taken or such omission shall be effective. The ADS Warrant Rights Agent shall not be liable for any action taken by, or omission of, the ADS Warrant Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three business days after the date the executive officer of the Company actually receives such application, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the ADS Warrant Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.
8.7. The ADS Warrant Rights Agent shall escheat any property held by the ADS Warrant Rights Agent in accordance with applicable law.
8.8. In no event will the ADS Warrant Rights Agent be liable to any person (a) for any special, consequential or punitive damages; or (b) if, by reason of:
(i) any law or regulation of any state or country or of any governmental or regulatory authority or stock exchange; or
(ii) any circumstances beyond its control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services; it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do.
8.9. The ADS Warrant Rights Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Warrant Rights Agent shall not be responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunder.
Appears in 1 contract
Samples: Rights Agency Agreement (Genesys Sa)
Limitations of Duties. 8.11. The ADS Warrant Rights Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties other than those specifically set forth in this Agreement without gross negligence herein, including any duties or willful misconductobligations under any other agreement, and no implied duties or obligations shall be read into this Agreement against the ADS Warrant Rights Agent.. It is understood and agreed that the Rights Agent is not acting as a trustee or in any fiduciary capacity, that the duties of the Rights Agent hereunder are purely administrative in nature;
8.22. The ADS Warrant Rights Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Common Shares, Subscription Form Rights Certificate or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents.
8.33. The ADS Warrant Rights Agent shall not be obligated to take commence or voluntarily participate in any legal suit, action hereunder on behalf of or proceeding arising or related to this Agreement which might in the Rights Agent’s judgement involve any Holder expense or any other personliability, unless the Rights Agent shall have been furnished with indemnity and funding satisfactory to the Rights Agent.
8.44. The ADS Warrant Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement, the Subscription Form Rights Certificate or any other Warrants Offer Rights Offering Materials or be required to verify the same; and may rely upon and comply with, and shall not have any liability be fully indemnified and held harmless for relying upon and complying with, any Subscription Form Rights Certificate or other Warrants Offer Rights Offering Material, certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this Agreement.
8.55. The ADS Warrant Rights Agent shall be entitled to act and rely upon (and shall not be liable for so acting and relying upon) any resolution, affidavit, direction, written notice, request, waiver, consent, receipt, statutory declaration, certificate or other paper or document furnished to it and signed by a party representing himself or herself as an agent of the Company, only as to its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information therein contained which the Rights Agent in good faith believes to be genuine.
6. The Rights Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS Warrant Rights Agent hereunder in reliance upon, and in accordance with, any such opinion.
8.67. The ADS Warrant Rights Agent shall have the right, if in its sole discretion it deems it necessary or desirable, acting reasonably, to retain such independent counsel or other advisors as it reasonably may require for the purpose of discharging or determining its duties, obligations or rights hereunder, and may act and rely on the advice or opinion so obtained.
8. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of the Company any such officer or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Rights Agent for written instructions from the Company may, at the option of the ADS Warrant Rights Agent, set forth in writing any action proposed to be taken or omitted by the ADS Warrant Rights Agent under this Agreement and the date on on/or after which such action shall be taken or such omission shall be effective. The ADS Warrant Rights Agent shall not be liable for any action taken by, or omission of, the ADS Warrant Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three business days after the date the executive officer of the Company actually receives such application, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the ADS Warrant Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.
8.79. The ADS Warrant Rights Agent shall escheat any property held by the ADS Warrant Rights Agent in accordance with applicable law.
8.810. In no event will The Company shall be solely responsible for all tax processing relating to or arising from the ADS Warrant duties or actions contemplated by this Agreement, including evaluation, reporting, remittance, filing, and issuance of tax slips, summaries and reports, except as is specifically delegated to the Rights Agent pursuant to this Agreement or as may be liable agreed subsequently, as confirmed in writing by the parties.
11. The Rights Agent shall process only such tax matters as have been specifically delegated to the Rights Agent pursuant to this Agreement or as may be agreed subsequently, and, in so doing, the Rights Agent does not undertake to carry out any person (a) for any specialinquiry, consequential evaluation, reporting, remittance, filing or punitive damages; issuance of tax slips, summaries and reports necessarily incidental thereto, which shall remain the sole responsibility of the Company. The Rights Agent shall be entitled to rely upon and assume, without further inquiry or (b) ifverification, by reason of:
(i) any law or regulation the accuracy and completeness of any state tax processing information, documentation or country or of any governmental or regulatory authority or stock exchange; or
(ii) any circumstances beyond its controlinstructions received by the Rights Agent, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services; it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do.
8.9. The ADS Warrant Agent may perform any duties hereunder either directly or by indirectly, from or through its nominees, correspondents, designees, agents, subagents or subcustodians and on behalf of the ADS Warrant Company. It is agreed that any such direction must be supplied to the Rights Agent shall not be responsible for prior to issuance any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunderCommon Shares.
Appears in 1 contract
Limitations of Duties. 8.11. The ADS Warrant Rights Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties other than those specifically set forth in this Agreement without gross negligence herein, including any duties or willful misconductobligations under any other agreement, and no implied duties or obligations shall be read into this Agreement or the SDAs against the ADS Warrant Rights Agent.
8.22. The ADS Warrant Rights Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Sharesshares, Subscription Form Forms or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents.
8.33. The ADS Warrant Rights Agent may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to the Rights Agent in connection with this Agreement or the SDAs and believed by it to be genuine and to have been signed by the proper party or parties.
4. The Rights Agent may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions of officers of the Company with respect to any matter relating to the Rights Agent covered by this Agreement (or supplementing or qualifying any such actions) or the SDA.
5. The Rights Agent shall not be obligated to take any legal action hereunder on behalf of under this Agreement or the SDAs which might in the Rights Agent's judgment involve any Holder expense or any other personliability, unless the Rights Agent shall have been furnished with indemnity satisfactory to the Rights Agent.
8.46. The ADS Warrant Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement, the SDA, the Subscription Form or any other Warrants Rights Offer Materials or be required to verify the same; and may rely upon and comply with, and shall not have any liability be fully indemnified and held harmless for relying upon and complying with, any Subscription Form or other Warrants Rights Offer Material, certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this AgreementAgreement or the SDA.
8.57. The ADS Warrant Rights Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS Warrant Rights Agent hereunder under this Agreement or the SDAs in reliance upon, and in accordance with, any such opinion.
8.68. The ADS Warrant Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder under this Agreement or the SDAs from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken taken, suffered or suffered omitted to be taken by it in good faith in accordance with instructions of the Company any such officer or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Rights Agent for written instructions from the Company may, at the option of the ADS Warrant Rights Agent, set forth in writing any action proposed to be taken taken, suffered or omitted to be taken by the ADS Warrant Rights Agent under this Agreement or the SDAs and the date on on/or after which such action shall be taken or such omission shall be effective. The ADS Warrant Rights Agent shall not be liable for any action taken by, or omission of, the ADS Warrant Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three business days after the date the executive officer of the Company actually receives such application, unless the Company shall have consented in writing to any earlier date) unless prior to taking taking, suffering or omitting to take any such action (or the effective date in the case of an omission), the ADS Warrant Rights Agent shall have received written instructions in response to such application specifying the action to be taken taken, suffered or omittedomitted to be taken. In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or documents received by the Rights Agent in connection with this Agreement or the SDA, the Rights 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 any Holder or other person or entity for refraining from taking such action unless the Rights Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the reasonable satisfaction of the Rights Agent, provided that the Rights Agent provides prior written notice to the Company of such ambiguity or uncertainty and its intention to refrain from taking such action.
8.79. The ADS Warrant Rights Agent shall escheat any property held by the ADS Warrant Rights Agent in accordance with applicable law.
8.810. In no event will connection with the ADS Warrant provision of services under this Agreement and the SDA, the Customer may direct the Rights Agent be liable to any person (a) for any special, consequential or punitive damages; or (b) if, by reason of:
(i) any law or regulation of any state or country or of any governmental or regulatory authority or stock exchange; or
(ii) any circumstances beyond its controlrelease information, including non-public personal information ("NPPI"), as defined in Title V of the Gramm Xxxxx Xxxxxx Act and the regulations issued thereunder, including but not limited to Regulation P of the Board of Governors of the Federal Reserve, to agents or other third party service providers, including, without limitation, strikesbroker/dealers, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of Godcustodians, and interruptionsdepositories. In addition to the foregoing, loss Customer consents to the release of information, including NPPI, to one or malfunctions more providers of utilities, communications or computer (hardware and software) services; it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do.
8.9escheatment services for the purpose of escheatment of unclaimed funds in accordance with the laws of the various states. The ADS Warrant Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Warrant Rights Agent shall not be responsible incur any liability for the release of information in accordance with the foregoing provisions; and to the extent the Rights Agent incurs any misconduct or negligence on the part liability as a result of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunder.such
Appears in 1 contract
Samples: Rights Agency Agreement (Gladstone Investment Corporation\de)
Limitations of Duties. 8.11. The ADS Warrant Rights Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties other than those specifically set forth in this Agreement without gross negligence herein, including any duties or willful misconductobligations under any other agreement, and no implied duties or obligations shall be read into this Agreement against the ADS Warrant Rights Agent.
8.22. The ADS Warrant Rights Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Shares, Subscription Form CPOs, ADS Rights Certificates or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documentsdocuments (except to the limited extent expressly set forth in Article IV).
8.33. The ADS Warrant Rights Agent shall not be obligated to take commence or voluntarily participate in any legal suit, action hereunder on behalf or proceeding arising out of any Holder or any other personrelated to this Agreement.
8.44. The ADS Warrant Rights Agent shall not be liable or responsible for or by reason of any of the statements of fact or recitals contained in this Agreement, the Subscription Form any other Rights Offer Materials, or any other Warrants Offer Materials document or security delivered to it in connection with this Agreement, and shall not be required to to, and shall not, verify or determine the same; and correctness, validity or accurateness of any such statements or recitals contained therein.
5. The Rights Agent may rely upon and comply with, and shall not have any incur no liability for relying upon and complying with, any Subscription Form or other Warrants with the Rights Offer Material, or other certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this AgreementAgreement and believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
8.56. The ADS Warrant Rights Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS Warrant Rights Agent hereunder in reliance upon, and in accordance with, any such opinion.
8.67. The ADS Warrant Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of the Company any such officer or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Rights Agent for written instructions from the Company may, at the option of the ADS Warrant Rights Agent, set forth in writing any action proposed to be taken or omitted by the ADS Warrant Rights Agent under this Agreement and the date on or after which such action shall be taken or such omission shall be effective. The ADS Warrant Rights Agent shall not be liable for any action taken by, or omission of, the ADS Warrant Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three business days after the date the executive officer of the Company actually receives such application, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the ADS Warrant Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.
8.78. The ADS Warrant Agent shall escheat any property held by the ADS Warrant Agent in accordance with applicable law.
8.8. In no event will the ADS Warrant Agent be liable to any person (a) for any special, consequential or punitive damages; or (b) if, by reason of:
(i) any law or regulation of any state or country or of any governmental or regulatory authority or stock exchange; or
(ii) any circumstances beyond its control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services; it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do.
8.9. The ADS Warrant Rights Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Warrant Agent shall not be responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunder.
Appears in 1 contract
Limitations of Duties. 8.11. The ADS Warrant Rights Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties other than those specifically set forth in this Agreement without gross negligence herein, including any duties or willful misconductobligations under any other agreement, and no implied duties or obligations shall be read into this Agreement against the ADS Warrant Rights Agent.
8.22. The ADS Warrant Rights Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Shares, ADS Subscription Form Rights Certificate or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents.
8.33. The ADS Warrant Rights Agent shall not be obligated to take commence or voluntarily participate in any legal suit, action hereunder on behalf of or proceeding arising or related to this Agreement which might in the Rights Agent’s judgement involve any Holder expense or any other personliability, unless the Rights Agent shall have been furnished with indemnity satisfactory to the Rights Agent.
8.44. The ADS Warrant Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement, the ADS Subscription Form Rights Certificate or any other Warrants Rights Offer Materials or be required to verify the same; and may rely upon and comply with, and shall not have any liability be fully indemnified and held harmless for relying upon and complying with, any ADS Subscription Form Rights Certificate or other Warrants Rights Offer Material, certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this Agreement.
8.55. The ADS Warrant Rights Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS Warrant Rights Agent hereunder in reliance upon, and in accordance with, any such opinion.
8.66. The ADS Warrant Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of the Company any such officer or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Rights Agent for written instructions from the Company may, at the option of the ADS Warrant Rights Agent, set forth in writing any action proposed to be taken or omitted by the ADS Warrant Rights Agent under this Agreement and the date on on/or after which such action shall be taken or such omission shall be effective. The ADS Warrant Rights Agent shall not be liable for any action taken by, or omission of, the ADS Warrant Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three business days after the date the executive officer of the Company actually receives such application, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the ADS Warrant Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.
8.77. The ADS Warrant Rights Agent shall escheat any property held by the ADS Warrant Rights Agent in accordance with applicable law.
8.8. In no event will the ADS Warrant Agent be liable to any person (a) for any special, consequential or punitive damages; or (b) if, by reason of:
(i) any law or regulation of any state or country or of any governmental or regulatory authority or stock exchange; or
(ii) any circumstances beyond its control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services; it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do.
8.9. The ADS Warrant Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Warrant Agent shall not be responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunder.
Appears in 1 contract
Limitations of Duties. 8.1. The ADS Warrant Rights Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties specifically set forth in this Agreement without gross negligence or willful misconduct, and no implied duties or obligations shall be read into this Agreement against the ADS Warrant Rights Agent.
8.2. The ADS Warrant Rights Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Shares, Subscription Form or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documentsdocuments (except to the extent expressly set forth in Article IV).
8.3. The ADS Warrant Rights Agent shall not be obligated to take any legal action hereunder on behalf of any Holder Record Owner or any other person.
8.4. The ADS Warrant Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement, the Subscription Form or any other Warrants Rights Offer Materials or be required to verify the same; and may rely upon and comply with, and shall not have any liability for relying upon and complying with, any Subscription Form or other Warrants Rights Offer Material, certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this Agreement.
8.5. The ADS Warrant Rights Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS Warrant Rights Agent hereunder in reliance upon, and in accordance with, any such opinion.
8.6. The ADS Warrant Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of the Company or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Rights Agent for written instructions from the Company may, at the option of the ADS Warrant Rights Agent, set forth in writing any action proposed to be taken or omitted by the ADS Warrant Rights Agent under this Agreement and the date on or after which such action shall be taken or such omission shall be effective. The ADS Warrant Rights Agent shall not be liable for any action taken by, or omission of, the ADS Warrant Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three business days after the date the executive officer of the Company actually receives such application, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the ADS Warrant Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.
8.7. The ADS Warrant Rights Agent shall escheat any property held by the ADS Warrant Rights Agent in accordance with applicable law.
8.8. In no event will the ADS Warrant Rights Agent be liable to any person (a) for any special, consequential or punitive damages; or (b) if, by reason of:
(i) any law or regulation of any state or country or of any governmental or regulatory authority or stock exchange; or
(ii) any circumstances beyond its control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services; it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do.
8.9. The ADS Warrant Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Warrant Agent shall not be responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunder.
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Limitations of Duties. 8.11. The ADS Warrant Rights Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties other than those specifically set forth in this Agreement without gross negligence herein, including any duties or willful misconductobligations under any other agreement, and no implied duties or obligations shall be read into this Agreement against the ADS Warrant Rights Agent.
8.22. The ADS Warrant Rights Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Shares, Subscription Form Certificates or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents.
8.33. The ADS Warrant Rights Agent shall not be obligated to take any legal action hereunder on behalf of which might in the Rights Agent’s judgement involve any Holder expense or any other personliability, unless the Rights Agent shall have been furnished with indemnity satisfactory to the Rights Agent.
8.44. The ADS Warrant Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement, the Subscription Form Certificate or any other Warrants Rights Offer Materials or be required to verify the same; and may rely upon and comply with, and shall not have any liability be fully indemnified and held harmless for relying upon and complying with, any Subscription Form Certificate or other Warrants Rights Offer Material, certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this AgreementAgreement reasonably believed by it to be genuine and to have been approved or signed by the proper party or parties.
8.55. The ADS Warrant Rights Agent may consult with legal counsel for of its selection and shall not have any liability to the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of for any action taken, suffered or omitted or suffered by the ADS Warrant Agent it hereunder in good faith in reasonable reliance upon, and in accordance with, any on the written advice of such opinioncounsel.
8.66. The ADS Warrant Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any officer of the Company or for any delay in acting while waiting for those instructions. Any application by the ADS Warrant Rights Agent for written instructions from the Company may, at the option of the ADS Warrant Rights Agent, set forth in writing any action proposed to be taken or omitted by the ADS Warrant Rights Agent under this Agreement and the date on on/or after which such action shall be taken or such omission shall be effective. The ADS Warrant Rights Agent shall not be liable for any action taken by, or omission of, the ADS Warrant Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three five business days after the date the executive officer of the Company actually receives such application, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the ADS Warrant Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.
8.77. The ADS Warrant Rights Agent shall escheat any property held by the ADS Warrant Rights Agent in accordance with applicable law.
8.8. In no event will the ADS Warrant Agent be liable to any person (a) for any special, consequential or punitive damages; or (b) if, by reason of:
(i) any law or regulation of any state or country or of any governmental or regulatory authority or stock exchange; or
(ii) any circumstances beyond its control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services; it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do.
8.9. The ADS Warrant Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Warrant Agent shall not be responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunder.
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Samples: Rights Agency Agreement (Latin American Export Bank)
