Common use of Rights and Duties of Agent Clause in Contracts

Rights and Duties of Agent. (a) In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Agent will act honestly and in good faith with a view to the best interests of the Warrantholders, and will exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. Subject to the foregoing, the Agent will not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it will have been required so to do under the terms hereof; nor will the Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice will distinctly specify the default desired to be brought to the attention of the Agent and in the absence of any such notice the Agent may for all purposes of this Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained therein. Any such notice will in no way limit any discretion herein given to the Agent to determine whether or not the Agent will take action with respect to any default. (b) No provision of this Agreement will be construed to relieve the Agent from liability for its own wilful misconduct or gross negligence. (c) The obligation of the Agent to commence or continue any act, action or proceeding for the purpose of enforcing any right of the Agent or the Warrantholders hereunder is on the condition that, when required by notice to the Warrantholders by the Agent, the Agent is furnished by one or more Warrantholders with sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Agent to protect and hold it harmless against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision of this Agreement will require the Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder. (e) The Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Warrantholders at whose instance it is acting to deposit with the Agent the Warrant Certificates held by them, for which certificates the Agent will issue receipts.

Rights and Duties of Agent. (a) In the exercise of the rights and duties prescribed or conferred by the terms of this AgreementIndenture, the Agent will shall act honestly and in good faith with a view to the best interests of the Warrantholders, Warrantholders as a group and will shall exercise that the degree of care, diligence and skill that a reasonably prudent warrant agent Agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Agent from or require any other person to indemnify the Agent against liability for its own negligence, wilful misconduct or bad faith. (b) Subject only to the foregoingsubsection (a) of this Section 9.2, the Agent will shall not be bound to give any notice or do or take any act, action or proceeding by virtue for the enforcement of any of the powers conferred on it hereby obligations of the Sellers under this Indenture unless and until it will shall have been required so to do under received a request in writing signed by a Warrantholder (a "Warrantholders' Request") specifying the terms hereof; nor will act, action or proceeding which the Agent be required is requested to take notice of any default hereunder, unless and until notified in writing of such default, which notice will distinctly specify the default desired to be brought to the attention of the Agent and in the absence of any such notice the Agent may for all purposes of this Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained thereintake. Any such notice will in no way limit any discretion herein given to the Agent to determine whether or not the Agent will take action with respect to any default. (b) No provision of this Agreement will be construed to relieve the Agent from liability for its own wilful misconduct or gross negligence. (c) The obligation of the Agent to commence or continue any act, action or proceeding for the purpose of enforcing any right rights of the Agent or the Warrantholders hereunder is on shall be conditional upon the condition thatWarrantholders furnishing, when required by notice to the Warrantholders in writing by the Agent, the Agent is furnished by one or more Warrantholders with sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Agent and its officers, directors, employees and agents to protect and hold it harmless the Agent and its officers, directors, employees and agents against the costs, charges and charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Agreement will Indenture shall require the Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunderunless indemnified and funded as aforesaid. (ec) The Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Warrantholders at whose instance it is acting to deposit with the Agent the Warrant Certificates Warrants held by them, for which certificates Warrants the Agent will shall issue receipts. (d) Every provision of this Indenture that by its terms relieves the Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, and to the provisions of this Section 9.2 and of Section 9.3. (e) The Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Indenture. Such documentation must not require the exercise of any discretion or independent judgment. In the event that the Agent refuses to act because any documentation received by it is not clear and reasonable, the Agent shall immediately provide notice to the party who provided such documentation advising such party of the Agent's refusal to act together with a brief explanation of the reason for its refusal. (f) In the event of any disagreement arising regarding the terms of this Indenture, the Agent shall be entitled, at its option, to refuse to comply with any or all demands whatsoever until the dispute is settled either by agreement amongst the various parties or by a court of competent jurisdiction. (g) The Agent shall not be bound to give any notice or 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 Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify such default and in the absence of any such notice the Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Agent to determine whether or not the Agent shall take action with respect to any default.

Rights and Duties of Agent. (a) In the exercise of the rights and duties prescribed or conferred by the terms of this AgreementIndenture, the Agent will shall act honestly and in good faith with a view to the best interests of the Warrantholders, Warrantholders as a group and will shall exercise that the degree of care, diligence and skill that a reasonably prudent warrant agent Agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Agent from or require any other person to indemnify the Agent against liability for its own negligence, wilful misconduct or bad faith. (b) Subject only to the foregoingsubsection 9.2(a), the Agent will shall not be bound to give any notice or do or take any act, action or proceeding by virtue for the enforcement of any of the powers conferred on it hereby obligations of the Corporation under this Indenture unless and until it will shall have been required so to do under received a request in writing signed by a Warrantholder (a "Warrantholders' Request") specifying the terms hereof; nor will act, action or proceeding which the Agent be required is requested to take notice of any default hereunder, unless and until notified in writing of such default, which notice will distinctly specify the default desired to be brought to the attention of the Agent and in the absence of any such notice the Agent may for all purposes of this Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained thereintake. Any such notice will in no way limit any discretion herein given to the Agent to determine whether or not the Agent will take action with respect to any default. (b) No provision of this Agreement will be construed to relieve the Agent from liability for its own wilful misconduct or gross negligence. (c) The obligation of the Agent to commence or continue any act, action or proceeding for the purpose of enforcing any right rights of the Agent or the Warrantholders hereunder is on shall be conditional upon the condition thatWarrantholders furnishing, when required by notice to the Warrantholders in writing by the Agent, the Agent is furnished by one or more Warrantholders with sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Agent and its officers, directors, employees and agents to protect and hold it harmless the Agent and its officers, directors, employees and agents against the costs, charges and charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Agreement will Indenture shall require the Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunderunless indemnified and funded as aforesaid. (ec) The Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Warrantholders at whose instance it is acting to deposit with the Agent the Warrant Certificates Warrants held by them, for which certificates Warrants the Agent will shall issue receipts. (d) Every provision of this Indenture that by its terms relieves the Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, and to the provisions of this Section 9.2 and of Section 9.3. (e) The Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Indenture. Such documentation must not require the exercise of any discretion or independent judgment. In the event that the Agent refuses to act because any documentation received by it is not clear and reasonable, the Agent shall immediately provide notice to the party who provided such documentation advising such party of the Agent's refusal to act together with a brief explanation of the reason for its refusal. (f) In the event of any disagreement arising regarding the terms of this Indenture, the Agent shall be entitled, at its option, to refuse to comply with any or all demands whatsoever until the dispute is settled either by agreement amongst the various parties or by a court of competent jurisdiction. (g) The Agent shall not be bound to give any notice or 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 Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify such default and in the absence of any such notice the Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Agent to determine whether or not the Agent shall take action with respect to any default.

Rights and Duties of Agent. (a) In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Agent will act honestly and in good faith with a view to the best interests of the Warrantholders, and will exercise that degree of care, diligence and skill that a reasonably prudent warrant agent trustee would exercise in comparable circumstances. Subject to the foregoing, the Agent will not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it will have been required so to do under the terms hereof; nor will the Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice will distinctly specify the default desired to be brought to the attention of the Agent and in the absence of any such notice the Agent may for all purposes of this Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained therein. Any such notice will in no way limit any discretion herein given to the Agent to determine whether or not the Agent will take action with respect to any default. (b) No provision of this Agreement will be construed to relieve the Agent from liability for its own wilful misconduct or gross negligence. (c) The obligation of the Agent to commence or continue any act, action or proceeding for the purpose of enforcing any right of the Agent or the Warrantholders hereunder is on the condition that, when required by notice to the Warrantholders by the Agent, the Agent is furnished by one or more Warrantholders with sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Agent to protect and hold it harmless against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision of this Agreement will require the Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder. (e) The Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Warrantholders at whose instance it is acting to deposit with the Agent the Warrant Certificates held by them, for which certificates the Agent will issue receipts.

Rights and Duties of Agent. (a) In the exercise of the rights and duties prescribed or conferred by the terms of this AgreementIndenture, the Agent will shall act honestly and in good faith with a view to the best interests of the Warrantholders, Warrantholders as a group and will shall exercise that the degree of care, diligence and skill that a reasonably prudent warrant agent Agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Agent from or require any other person to indemnify the Agent against liability for its own negligence, wilful misconduct or bad faith. (b) Subject only to the foregoingsubsection (a) of this Section 9.2, the Agent will shall not be bound to give any notice or do or take any act, action or proceeding by virtue for the enforcement of any of the powers conferred on it hereby obligations of the Corporation under this Indenture unless and until it will shall have been required so to do under received a Warrantholders' Request specifying the terms hereof; nor will act, action or proceeding which the Agent be required is requested to take notice of any default hereunder, unless and until notified in writing of such default, which notice will distinctly specify the default desired to be brought to the attention of the Agent and in the absence of any such notice the Agent may for all purposes of this Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained thereintake. Any such notice will in no way limit any discretion herein given to the Agent to determine whether or not the Agent will take action with respect to any default. (b) No provision of this Agreement will be construed to relieve the Agent from liability for its own wilful misconduct or gross negligence. (c) The obligation of the Agent to commence or continue any act, action or proceeding for the purpose of enforcing any right rights of the Agent or the Warrantholders hereunder is on shall be conditional upon the condition thatWarrantholders furnishing, when required by notice to the Warrantholders in writing by the Agent, the Agent is furnished by one or more Warrantholders with sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Agent and its officers, directors, employees and agents to protect and hold it harmless the Agent and its officers, directors, employees and agents against the costs, charges and charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Agreement will Indenture shall require the Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunderunless indemnified and funded as aforesaid. (ec) The Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Warrantholders at whose instance it is acting to deposit with the Agent the Warrant Certificates Warrants held by them, for which certificates Warrants the Agent will shall issue receipts. (d) Every provision of this Indenture that by its terms relieves the Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, and to the provisions of this Section 9.2 and of Section 9.3. (e) The Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Indenture. Such documentation must not require the exercise of any discretion or independent judgment. In the event that the Agent refuses to act because any documentation received by it is not clear and reasonable, the Agent shall immediately provide notice to the party who provided such documentation advising such party of the Agent's refusal to act together with a brief explanation of the reason for its refusal. (f) In the event of any disagreement arising regarding the terms of this Indenture, the Agent shall be entitled, at its option, to refuse to comply with any or all demands whatsoever until the dispute is settled either by agreement amongst the various parties or by a court of competent jurisdiction. (g) The Agent shall not be bound to give any notice or 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 Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify such default and in the absence of any such notice the Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Agent to determine whether or not the Agent shall take action with respect to any default.