Common use of Protection of Warrant Agent Clause in Contracts

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to trustees or warrant agents it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statement of fact or recitals in this Indenture or in the Warrant Certificates (except the representations contained in Section 11.8 or in the certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant 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 Warrant Agent shall not be bound to give notice to any Person or Persons of the execution hereof; (d) the Warrant Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant; (e) the Warrant Agent shall not be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates representing Common Shares upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants of the Corporation contained in Article 7; and (f) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation.

Protection of Warrant Agent. (1) By way of supplement to the provisions of any law for the time being relating to trustees or warrant agents Warrant Agents it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statement statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representations representation contained in Section 11.8 or in the certificate of the Warrant Agent on the Warrant Certificates11.2) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant 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 Warrant Agent shall not be bound to give notice to any Person or Persons of the execution hereof;; and (d) notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be accountable with respect to the validity liable under any circumstances whatsoever for any (a) breach by any other party of securities law or value (or the kind or amount) other rule of any Common Shares securities regulatory authority, (b) lost profits or of any shares (c) special, indirect, incidental, consequential, exemplary, aggravated or other securities punitive losses or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant; (e) the Warrant Agent shall not be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates representing Common Shares upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants of the Corporation contained in Article 7; and (f) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporationdamages.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to trustees or warrant agents it is expressly declared and agreed as followsthe Warrant Agent: (a) the Warrant Agent shall not be liable for or by reason of any statement statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representations representation contained in Section 11.8 or in section 8.08 and by virtue of the certificate countersignature of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant 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 Warrant Agent shall not be bound to give notice to any Person or Persons of the execution hereof; (d) the Warrant Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant; (e) the Warrant Agent shall not be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates representing Common Shares upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants of the Corporation contained in Article 7; and (fc) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants obligation herein contained or of any acts of any directorsthe Directors, officers, employees, employees or agents or servants of the Corporation; and (d) the Warrant Agent shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof nor shall the Warrant Agent be required to take notice of any default of the Corporation hereunder unless and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, the Warrant Agent may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of or failure to give any notice shall in no way limit the discretion of the Warrant Agent hereunder as to whether any action is required to be taken in respect of any default hereunder.

Protection of Warrant Agent. By way of supplement to the provisions of any law for the time being relating to trustees or warrant agents Warrant Agents it is expressly declared and agreed as follows: (a) the Warrant Agent shall not be liable for or by reason of any statement of fact or recitals in this Indenture or in the Warrant Certificates (except the representations contained in Section 11.8 or in the certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant 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 Warrant Agent shall not be bound to give notice to any Person or Persons of the execution hereof; (d) the Warrant Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant; (e) the Warrant Agent shall not be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates representing Common Shares upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants of the Corporation contained in Article 7; and (f) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation.

Protection of Warrant Agent. (1) By way of supplement to the provisions of any law for the time being relating to trustees or warrant agents agents, it is expressly declared and agreed as followsthat: (a) the Warrant Agent shall will not be liable for or by reason of of, or required to substantiate, any statement of fact or recitals recital in this Indenture or in the Warrant Certificates (except the representations representation contained in Section 11.8 section 10.9 or in the certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same), but all such statements or recitals are and shall will be deemed to be made by the CorporationCrystallex; (b) nothing herein contained shall will impose any obligation on the Warrant Agent any obligation to see to to, or to require evidence of of, the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Warrant Agent shall will not be bound to give notice to any Person or Persons person of the execution hereof; (d) the Warrant Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant; (e) the Warrant Agent shall not be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates representing Common Shares upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants of the Corporation contained in Article 7; and (f) the Warrant Agent shall will not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation by Crystallex of any of the covenants obligation herein contained or of any acts act of any director, officer, employee or agent of Crystallex; (e) the Warrant Agent, in its personal or any other capacity, in the ordinary course of business, may buy, lend upon and deal in shares in the capital of Crystallex and in the Warrants and generally may contract and enter into financial transactions with Crystallex or any related corporation without being liable to account for any profit made thereby; (f) the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any certificate or certificates or cheque or cheques whether delivered by hand, mail, or any other means; and (g) the Warrant Agent shall not be liable or accountable for any loss or damage whatsoever to any person caused by the performance or failure to perform by it of its responsibilities under this Indenture save only to the extent that such loss or damage is attributable to the negligence, wilful misconduct or bad faith of the Warrant Agent. Back to Contents (2) Crystallex indemnifies the Warrant Agent and its directors, officersofficers and employees and save them harmless from all liabilities, employeeslosses, agents claims, demands, suits, damages, costs and actions which may be brought against or servants suffered by it arising out of or connected with the performance by it of its duties hereunder, including any all reasonable legal fees and disbursements of whatever kind or nature, except to the extent that such liabilities, suits, damages, costs and actions are attributable to the negligence, wilful misconduct or bad faith of the CorporationWarrant Agent. This provision shall survive the resignation or removal of the Warrant Agent or the termination of this Indenture.

Protection of Warrant Agent. By Except as provided in Section 9.2, by way of supplement to the provisions of any law for the time being relating to trustees or warrant agents Warrant Agents, it is expressly declared and agreed as followsthat the Warrant Agent shall not: (a) the Warrant Agent shall not be liable for or by reason of any statement statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representations representation contained in Section 11.8 9.9 or in the certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements (other than those relating specifically to the Warrant Agent) or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Warrant 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 Warrant Agent shall not be bound to give notice to any Person person or Persons persons of the execution hereof; (c) incur any liability or responsibility whatsoever, or be in any way responsible, for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; (d) at any time be under any duty or responsibility to any Warrantholder to determine whether any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the Warrant Agent shall not nature or extent of any such adjustment when made, or with respect to the method employed in making the same; (e) be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant; (ef) the Warrant Agent shall not be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates representing Common Shares upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants of the Corporation contained in Article 74; (g) have any duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of this Indenture, unless received by it in writing, and signed by the parties hereto and if its duties herein are affected, unless it shall have given its prior written consent thereto; (h) be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own negligence or wilful misconduct; and (fi) the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for with respect to the consequence delivery of non-delivery of any breach on the part of the Corporation of certificate or certificates whether delivered by hand, mail or any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporationother means.