Common use of Responsibility and Indemnity Clause in Contracts

Responsibility and Indemnity. The Vendors’ Delegate is serving in this capacity solely for the purposes of administrative convenience. The Vendors’ Delegate shall incur no responsibility or liability whatsoever in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Vendors’ Delegate shall not be liable for any action or omission pursuant to the advice of counsel. The Vendors shall, severally and not jointly, in accordance with each Vendor’s Designated Percentage, up to a maximum of each Vendor’s Designated Percentage of the Purchase Price actually received, indemnify the Vendors’ Delegate against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Vendors’ Delegate, the Vendors’ Delegate will reimburse the Vendors the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Vendors’ Delegate from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Vendors under this Agreement at such time as such amounts would otherwise be distributable to the Vendors; provided, that while the Vendors’ Delegate may be paid from the aforementioned sources of funds, this does not relieve the Vendors from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Vendors’ Delegate be required to advance its own funds on behalf of the Vendors or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Vendors set forth elsewhere in this Agreement (including, for the avoidance of doubt, Section 6.3 and Section 6.4) are not intended to be applicable to the indemnities provided to the Vendors’ Delegate hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Vendors’ Delegate or the termination of this Agreement.

Responsibility and Indemnity. (a) The Vendors’ Delegate Warrant Agent is serving in this capacity solely hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the President, any Vice President, or the Treasurer of the Company, and to apply to such officers for the purposes of administrative convenience. The Vendors’ Delegate shall incur no responsibility advice or liability whatsoever instructions in connection with its services duties. (b) Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect hereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the President, any Vice President, or the Treasurer of the Company and delivered to the Warrant Agent, and such statement shall be full warranty to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such statement. In its discretion, the Warrant Agent may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as it may deem reasonable. (c) The Warrant Agent shall not be responsible for (i) the validity or execution of any Warrant Certificate (except its countersignature thereof); (ii) any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate; (iii) any change in the Exercise Price required under the provisions of Article III, the manner, the method, or amount of any such change, or ascertaining the existence of facts that would require any such change. No act of the Warrant Agent hereunder shall be deemed to be a representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be validly issued, fully paid, and any related agreements except nonassessable shares of Common Stock. (d) The Warrant Agent shall incur no liability or responsibility to the extent resulting from its gross Company or to any Warrant Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document, or instrument believed by it to be genuine and to have been signed, sent, or presented by the proper party or parties. (e) The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs, and reasonable attorney fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent's negligence or willful misconduct. (f) The Warrant Agent shall be under no obligation to institute any action, suit, or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses that may be so incurred. The Vendors’ Delegate This provision shall not be liable for any action or omission pursuant to affect the advice of counsel. The Vendors shall, severally and not jointly, in accordance with each Vendor’s Designated Percentage, up to a maximum of each Vendor’s Designated Percentage power of the Purchase Price actually receivedWarrant Agent to take such action as the Warrant Agent may consider proper, indemnify the Vendors’ Delegate against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of with or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that without any such Representative Loss is finally adjudicated to have been caused by the gross negligence security or willful misconduct of the Vendors’ Delegate, the Vendors’ Delegate will reimburse the Vendors the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Vendors’ Delegate from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Vendors under this Agreement at such time as such amounts would otherwise be distributable to the Vendors; provided, that while the Vendors’ Delegate may be paid from the aforementioned sources of funds, this does not relieve the Vendors from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Vendors’ Delegate be required to advance its own funds on behalf of the Vendors or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Vendors set forth elsewhere in this Agreement (including, for the avoidance of doubt, Section 6.3 and Section 6.4) are not intended to be applicable to the indemnities provided to the Vendors’ Delegate hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Vendors’ Delegate or the termination of this Agreementindemnity.

Responsibility and Indemnity. (a) The Vendors’ Delegate Warrant Agent is serving in this capacity solely hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the President, any Vice President, or the Treasurer of the Company, and to apply to such officers for the purposes of administrative convenience. The Vendors’ Delegate shall incur no responsibility advice or liability whatsoever instructions in connection with its services duties. (b) Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect hereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the President, any Vice President, or the Treasurer of the Company and delivered to the Warrant Agent, and such statement shall be full warranty to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such statement. In its discretion, the Warrant Agent may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as it may deem reasonable. (c) The Warrant Agent shall not be responsible for (i) the validity or execution of any Warrant Certificate (except its countersignature thereof); (ii) any breach of the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate; (iii) any change in the Exercise Price required under the provisions of Article III, the manner, the method, or amount of any such change, or ascertaining the existence of facts that would require any such change. No act of the Warrant Agent hereunder shall be deemed to be a representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be validly issued, fully paid, and any related agreements except nonassessable shares of Common Stock. (d) The Warrant Agent shall incur no liability or responsibility to the extent resulting from its gross Company or to any Warrant Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document, or instrument believed by it to be genuine and to have been signed, sent, or presented by the proper party or parties. (e) The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs, and reasonable attorney fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent's negligence or willful misconduct. The Vendors’ Delegate shall not IN no case will ChaseMellon be liable for special, indirect, incidental or consequential loss or damage of any action or omission pursuant king whatsoever, (including but no limited to the advice of counsel. The Vendors shalllost profits), severally and not jointly, in accordance with each Vendor’s Designated Percentage, up to a maximum of each Vendor’s Designated Percentage even if ChaseMellon has been advised of the Purchase Price actually receivedpossibility of such damage. (f) The Warrant Agent shall be under no obligation to institute any action, indemnify suit, or legal proceeding or to take any other action likely to involve expenses unless the Vendors’ Delegate against Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any reasonable, documented, and out-of-pocket losses, liabilities costs and expenses (“Representative Losses”) arising out that may be so incurred. This provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may consider proper, with or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that without any such Representative Loss is finally adjudicated to have been caused by the gross negligence security or willful misconduct of the Vendors’ Delegate, the Vendors’ Delegate will reimburse the Vendors the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Vendors’ Delegate from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Vendors under this Agreement at such time as such amounts would otherwise be distributable to the Vendors; provided, that while the Vendors’ Delegate may be paid from the aforementioned sources of funds, this does not relieve the Vendors from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Vendors’ Delegate be required to advance its own funds on behalf of the Vendors or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Vendors set forth elsewhere in this Agreement (including, for the avoidance of doubt, Section 6.3 and Section 6.4) are not intended to be applicable to the indemnities provided to the Vendors’ Delegate hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Vendors’ Delegate or the termination of this Agreementindemnity.

Responsibility and Indemnity. The Vendors’ Delegate 12.1 In exercising their powers and rights and in carrying out their duties and functions under the Arrangement, the Arrangement Managers and Arrangement Advisers shall act in good faith and with due care and diligence and shall exercise their powers and rights under the Arrangement to ensure that the Arrangement is serving operated in this capacity solely for accordance with its terms. 12.2 No Arrangement Creditor shall be entitled to challenge the purposes validity of administrative convenience. The Vendors’ Delegate shall incur no responsibility any act done or liability whatsoever omitted to be done by the Arrangement Adviser and/or the Arrangement Managers in connection with its services pursuant to this Agreement the Arrangement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Vendors’ Delegate Arrangement Advisers and Arrangement Managers shall not be liable for any action loss suffered by any Arrangement Creditor or omission pursuant third party unless such loss is attributable to their fraud or dishonesty. Accordingly, no Arrangement Creditor shall bring or institute any proceedings, claims or complaints against the Arrangement Advisers or the Arrangement Managers. 12.3 The Arrangement Advisers and the Arrangement Managers shall be entitled to an indemnity out of the Property of the Company against: 12.3.1 All expenses and liabilities properly incurred by the Arrangement Advisers and/or the Arrangement Managers in performing any services in connection with the Arrangement; and 12.3.2 Any liability (including costs) incurred by the Arrangement Advisers and the Arrangement Managers in defending any Proceedings, whether civil or criminal, including in respect of any alleged negligence, wilful default, wilful breach of duty or trust, fraud or dishonesty on their part in relation to the advice of counsel. The Vendors shallArrangement, severally and not jointly, in accordance with each Vendor’s Designated Percentage, up to a maximum of each Vendor’s Designated Percentage of the Purchase Price actually received, indemnify the Vendors’ Delegate against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement any application in any such Proceedings, save in either case in respect of any Proceedings in which a court of competent jurisdiction holds that the Arrangement Advisers or the Arrangement Managers have been fraudulent or dishonest. 12.4 The Company will pay costs incurred by the Arrangement Advisers and the Arrangement Managers in defending Proceedings of the nature described in clause 12.3.2 which relate to the operation of the Arrangement as an Arrangement Cost. The Arrangement Advisers and the Arrangement Managers undertake to reimburse the Company (with interest) for any related agreementsamount which would not, in each case as such Representative Loss is suffered or incurred; providedthe event, that in the event that any such Representative Loss is finally adjudicated to have been caused payable by the gross negligence or willful misconduct of the Vendors’ Delegate, the Vendors’ Delegate will reimburse the Vendors the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Vendors’ Delegate from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Vendors Company under this Agreement at such time as such amounts would otherwise be distributable to the Vendors; provided, that while the Vendors’ Delegate may be paid from the aforementioned sources of funds, this does not relieve the Vendors from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Vendors’ Delegate be required to advance its own funds on behalf of the Vendors or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Vendors set forth elsewhere in this Agreement (including, for the avoidance of doubt, Section 6.3 and Section 6.4) are not intended to be applicable to the indemnities provided to the Vendors’ Delegate hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Vendors’ Delegate or the termination of this Agreementclause 12.3.2.