Common use of Protection of Agent Clause in Contracts

Protection of Agent. By way of supplement to the provisions of any law for the time being relating to warrant agents, it is expressly declared and agreed as follows: (a) The Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrants (except the representation contained in Sections 9.9 and 9.12 or in the certificate of the Agent on the Warrants) or be required to verify the same. (b) Nothing herein contained shall impose any obligation on the Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (c) The Agent shall not be bound to give notice to any person of the execution hereof. (d) The Agent shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Sellers of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Sellers. (e) The Sellers hereby jointly and severally indemnify and save harmless the Agent and its officers, directors, employees and agents from and against any and all liabilities, losses, costs, claims, action or demands whatsoever which may be brought against the Agent or which it may suffer or incur as a result or arising out of the performance of its duties and obligations under this Indenture, save only in the event of negligence or wilful misconduct of the Agent or any of its officers, directors, employees or agents. It is understood and agreed that this indemnification shall survive the termination of this Indenture or the resignation of the Agent.

Protection of Agent. (a) By way of supplement to the provisions of any law applicable Law for the time being relating to warrant trustees or agents, it is expressly declared and agreed as followsthat: (ai) The the Agent shall will not be liable for or by reason of of, or required to substantiate, any statements statement of fact or recitals recital in this Indenture Agreement or in the Warrants Warrant Certificates (except the representation contained in Sections 9.9 and 9.12 Section 10.12 or in the certificate of the Agent on the Warrants) Warrant Certificates), but all such statements or recitals are and will be required deemed to verify be made by the same.Corporation; (bii) Nothing nothing herein contained shall will impose any obligation on the Agent any obligation to see to to, or to require evidence of of, the registration or filing (or renewal thereof) of this Indenture Agreement or any instrument ancillary or supplemental hereto.; (ciii) The the Agent shall will not be bound to give notice to any person Person of the execution hereof.; (div) The the Agent shall will not incur any liability or responsibility whatsoever whatever or be in any way responsible for the consequence of any breach on by the part of the Sellers Corporation of any of the covenants obligation herein contained or of any acts act of any directorsdirector, officersofficer, employees, agents employee or servants agent of the Sellers.Corporation; and (ev) The Sellers hereby jointly and severally indemnify and save harmless the Agent and its officers, directors, employees and agents from and against will not be liable or accountable for any and all liabilities, losses, costs, claims, action loss or demands damage whatsoever which may be brought against the Agent or which it may suffer or incur as a result or arising out of to any Person caused by the performance of or failure by it to perform its duties and obligations responsibilities under this Indenture, Agreement save only in to the event of extent that such loss or damage is attributable to the , gross negligence or wilful misconduct of the Agent. (b) The Corporation agrees to indemnify the Agent and its directors, officers, employees and agents and save them harmless from all liabilities, losses, claims, demands, suits, damages, costs and actions which may be brought against or suffered by them arising out of or connected with the performance by the Agent of its duties hereunder except to the extent that such liabilities, suits, damages, costs and actions are attributable to the wilful misconduct or gross negligence of the Agent. In the absence of wilful misconduct or gross negligence on its part, the Agent shall not be liable for any action taken, suffered, or omitted by it or for any error of judgement made by it in the performance of its duties under this Agreement. In no event will the Agent be liable for special, indirect, consequential or punitive loss or damages of any kind whatsoever (including but not limited to lost profits), even if the Agent has been advised of the possibility of such damages. Any liability of the Agent will be limited in the aggregate to an amount equal to 12 times the monthly fee paid by the Corporation. In the event any question or dispute arises with respect to the Agent’s duties hereunder, the Agent shall not be required to act or be held liable or responsible for its failure or refusal to act until the question or dispute has been (i) judicially settled (and, if appropriate the Agent may file a suit in interpleader or for a declatory judgement for such purpose) by final judgement by a court of competent jurisdiction that is binding on all parties in the matter and is no longer subject to review or appeal, or (ii) settled by written document in form and substance satisfactory to the Agent and executed by the Agent. In addition, the Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by parties that may have an interest in the settlement. This provision will survive the resignation or termination of the Agent or any of its officers, directors, employees or agents. It is understood and agreed that this indemnification shall survive the termination of this Indenture or the resignation of the AgentAgreement.

Protection of Agent. By way of supplement Notwithstanding anything to the provisions of any law for contrary expressed or implied herein, the time being relating to warrant agents, it is expressly declared and agreed as followsAgent shall not: (a) The Agent shall not be liable for bound to enquire as to: (i) whether any representation made by any Obligor or by reason any other Person in or in connection with the Loan Documents or any document incidental thereto is true; (ii) the occurrence or otherwise of any statements Default; (iii) the performance by any Obligor or any other Person of fact or recitals in this Indenture or in the Warrants (except the representation contained in Sections 9.9 and 9.12 or in the certificate its obligations under any of the Agent on Loan Documents or any document incidental thereto (including any obligations in respect of insurance); (iv) any breach of or default by any Obligor or any other Person under the WarrantsLoan Documents or any document incidental thereto; or (v) the use or be required to verify application by any Obligor of any of the same.proceeds of any of the Loans; (b) Nothing be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account as herein contained shall impose any obligation on the Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.provided; (c) The Agent shall not be bound to give notice disclose to any person Person any information relating to any Obligor if such disclosure would or might in its opinion constitute a breach of any law or regulation or be otherwise actionable at the execution hereof.suit of any Person; (d) The Agent shall not incur be under any liability obligation to inspect any Collateral or responsibility whatsoever any other Property, books or be in any way responsible for the consequence records of any breach on the part of the Sellers of Obligor or any of the covenants herein contained its or of any acts of any directors, officers, employees, agents their Subsidiaries or servants of the Sellers.Affiliates; (e) The Sellers hereby jointly accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, genuineness, sufficiency, adequacy or enforceability of the Loan Documents, any Loan, any Letter of Credit or any document incidental hereto or thereto and severally indemnify and save harmless the Agent and its officers, directors, employees and agents from and against shall be under no liability to any and all liabilities, losses, costs, claims, action or demands whatsoever which may be brought against the Agent or which it may suffer or incur Lender as a result of taking or arising out of omitting to take any action in relation to the performance of its duties and obligations under this IndentureLoan Documents, any Loan or any document incidental hereto or thereto save only in the event case of gross negligence or wilful misconduct misconduct, and each of the Lenders agrees that it will not assert or seek to assert against any director, officer, employee, affiliate or agent of the Agent or any claim it might have against any of its officersthem in respect of the matters referred to in this Section 14.4; or (f) have any obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, directorsprotected or insured or has been encumbered, employees or agents. It is that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, rendered opposable, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to this Agreement or pursuant to any of the Loan Documents, it being understood and agreed that this indemnification shall survive the termination of this Indenture or the resignation in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no duty or liability whatsoever to any Lender as to any of the foregoing.

Protection of Agent. By way of supplement to the provisions of any law for the time being relating to warrant agents, it is expressly declared and agreed as follows: (a) The Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrants (except the representation contained in Sections 9.9 and 9.12 or in the certificate of the Agent on the Warrants) or be required to verify the same. (b) Nothing herein contained shall impose any obligation on the Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (c) The Agent shall not be bound to give notice to any person of the execution hereof. (d) The Agent shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Sellers Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the SellersCorporation. (e) The Sellers Corporation hereby jointly indemnifies and severally indemnify and save saves harmless the Agent and its officers, directors, employees and agents from and against any and all liabilities, losses, costs, claims, action or demands whatsoever which may be brought against the Agent or which it may suffer or incur as a result or arising out of the performance of its duties and obligations under this Indenture, save only in the event of negligence or wilful misconduct of the Agent or any of its officers, directors, employees or agents. It is understood and agreed that this indemnification shall survive the termination of this Indenture or the resignation of the Agent.

Protection of Agent. (a) By way of supplement to the provisions of any law applicable Law for the time being relating to warrant trustees or agents, it is expressly declared and agreed as followsthat: (ai) The the Agent shall will not be liable for or by reason of of, or required to substantiate, any statements statement of fact or recitals recital in this Indenture Agreement or in the Warrants Warrant Certificates (except the representation contained in Sections 9.9 and 9.12 Section 10.11 or in the certificate of the Agent on the Warrants) Warrant Certificates), but all such statements or recitals are and will be required deemed to verify be made by the same.Corporation; (bii) Nothing nothing herein contained shall will impose any obligation on the Agent any obligation to see to to, or to require evidence of of, the registration or filing (or renewal thereof) of this Indenture Agreement or any instrument ancillary or supplemental hereto.; (ciii) The the Agent shall will not be bound to give notice to any person Person of the execution hereof.; (div) The the Agent shall will not incur any liability or responsibility whatsoever whatever or be in any way responsible for the consequence of any breach on by the part of the Sellers Corporation of any of the covenants obligation herein contained or of any acts act of any directorsdirector, officersofficer, employees, agents employee or servants agent of the Sellers.Corporation; and (ev) The Sellers hereby jointly and severally indemnify and save harmless the Agent and its officers, directors, employees and agents from and against will not be liable or accountable for any and all liabilities, losses, costs, claims, action loss or demands damage whatsoever which may be brought against the Agent or which it may suffer or incur as a result or arising out of to any Person caused by the performance of or failure by it to perform its duties and obligations responsibilities under this Indenture, Agreement save only in to the event of extent that such loss or damage is attributable to the, gross negligence or wilful misconduct of the Agent. (b) The Corporation agrees to indemnify the Agent and its directors, officers, employees and agents and save them harmless from all liabilities, losses, claims, demands, suits, damages, costs and actions which may be brought against or suffered by them arising out of or connected with the performance by the Agent of its duties hereunder except to the extent that such liabilities, suits, damages, costs and actions are attributable to the wilful misconduct or gross negligence of the Agent. In the absence of wilful misconduct or gross negligence on its part, the Agent shall not be liable for any action taken, suffered, or omitted by it or for any error of judgement made by it in the performance of its duties under this Agreement. In no event will the Agent be liable for special, indirect, consequential or punitive loss or damages of any kind whatsoever (including but not limited to lost profits), even if the Agent has been advised of the possibility of such damages. Any liability of the Agent will be limited in the aggregate to an amount equal to 12 times the monthly fee paid by the Corporation. In the event any question or dispute arises with respect to the Agent's duties hereunder, the Agent shall not be required to act or be held liable or responsible for its failure or refusal to act until the question or dispute has been (i) judicially settled (and, if appropriate the Agent may file a suit in interpleader or for a declatory judgement for such purpose) by final judgement by a court of competent jurisdiction that is binding on all parties in the matter and is no longer subject to review or appeal, or (ii) settled by written document in form and substance satisfactory to the Agent and executed by the Agent. In addition, the Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by parties that may have an interest in the settlement. This provision will survive the resignation or termination of the Agent or any of its officers, directors, employees or agents. It is understood and agreed that this indemnification shall survive the termination of this Indenture or the resignation of the AgentAgreement.

Protection of Agent. By way of supplement to the provisions of any law for the time being relating to warrant agents, it is expressly declared and agreed as follows: (a) The Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrants (except the representation contained in Sections 9.9 and 9.12 or in the certificate of the Agent on the Warrants) or be required to verify the same. (b) Nothing herein contained shall impose any obligation on the Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (c) The Agent shall not be bound to give notice to any person of the execution hereof. (d) The Agent shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Sellers Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the SellersCorporation. (e) The Sellers Corporation hereby jointly indemnifies and severally indemnify and save saves harmless the Agent and its officers, directors, employees and agents from and against any and all liabilities, losses, costs, claims, action or demands whatsoever which may be brought against the Agent or which it may suffer or incur as a result or arising out of the performance of its duties and obligations under this Indenture, including any legal fees and disbursements, save only in the event of negligence or wilful misconduct of the Agent or any of its officers, directors, employees or agents. It is understood and agreed that this indemnification shall survive the termination of this Indenture or the resignation of the Agent.

Protection of Agent. By way of supplement Notwithstanding anything to the provisions of any law for contrary expressed or implied herein, the time being relating to warrant agents, it is expressly declared and agreed as followsAgent shall not: (a) The be bound to enquire as to: (ii) the occurrence or otherwise of any Event of Default; (iii) the performance or observance by the Borrower of its obligations under this Agreement or any document incidental hereto or to inspect the property or assets (including the books and records) of the Borrower or any of its Subsidiaries; (iv) any breach of or default by the Borrower of or under its obligations under this Agreement; or (v) the use or application by the Borrower of any of the proceeds of the Facility; (b) be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account; (c) be bound to disclose to any Person any information relating to the Borrower if such disclosure would or might in its opinion constitute a breach of any law or regulation or be otherwise actionable at the suit of any Person; or (d) accept any responsibility for the accuracy and/or completeness of any information supplied by others in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of this Agreement, any Bankers' Acceptance, any Letter of Credit or any document incidental hereto or thereto and the Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrants (except the representation contained in Sections 9.9 and 9.12 or in the certificate of the Agent on the Warrants) or be required to verify the same. (b) Nothing herein contained shall impose any obligation on the Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (c) The Agent shall not be bound to give notice to any person of the execution hereof. (d) The Agent shall not incur under any liability or responsibility whatsoever or be in as Agent to any way responsible for the consequence of any breach on the part of the Sellers of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Sellers. (e) The Sellers hereby jointly and severally indemnify and save harmless the Agent and its officers, directors, employees and agents from and against any and all liabilities, losses, costs, claims, action or demands whatsoever which may be brought against the Agent or which it may suffer or incur Lender as a result of taking or arising out omitting to take any action in relation to the Agreement, any Bankers' Acceptance, any Letter of the performance of its duties and obligations under this Indenture, Credit or any document incidental hereto or thereto save only in the event case of gross negligence or wilful misconduct misconduct, and each of the Lenders and the Borrower agree that it will not assert or seek to assert against any director, officer, employee or agent of the Agent or any claim it might have against any of its officers, directors, employees or agents. It is understood and agreed that this indemnification shall survive the termination of this Indenture or the resignation them in respect of the Agentmatters referred to in this Section.