Certain Rights of Rights Agent. The Rights Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Rights Agent. In addition:
Certain Rights of Rights Agent. Parent hereby appoints the Rights Agent to act as rights agent for Parent in accordance with the express terms and conditions hereof and the Rights Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations will be read into this Agreement against the Rights Agent. In addition:
Certain Rights of Rights Agent. The Rights Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Rights Agent. The Rights Agent will report to both the CVR Holders’ Representative and Parent. In addition:
Certain Rights of Rights Agent. The Rights Agent undertakes to perform such duties and only such duties as are specifically set forth in this CCR Agreement, and no implied covenants or obligations shall be read into this CCR Agreement against the Rights Agent. In addition:
Certain Rights of Rights Agent. Parent hereby appoints the Rights Agent to act as rights agent for Parent in accordance with the express terms and conditions hereof and the Rights Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations will be read into this Agreement against the Rights Agent. In addition: the Rights Agent may rely and will be protected and held harmless by Parent in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; whenever the Rights Agent will deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Rights Agent may, in the absence of bad faith, gross negligence or willful misconduct on the part of the Rights Agent, rely upon an Officer’s Certificate delivered to the Rights Agent; the Rights Agent may engage and consult with counsel of its selection and the written advice of such counsel or any written opinion of counsel will be full and complete authorization and protection to the Rights Agent and the Rights Agent shall be held harmless by Parent in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; the permissive rights of the Rights Agent to do things enumerated in this Agreement will not be construed as a duty; the Rights Agent will not be required to give any note or surety in respect of the execution of such powers or otherwise in respect of the premises; Parent agrees to indemnify the Rights Agent for, and hold the Rights Agent harmless against, any loss, liability, claim, demands, suits or expense arising out of or in connection with the Rights Agent’s duties under this Agreement, including the reasonable costs and expenses of defending the Rights Agent against any claims, charges, demands, suits or loss, unless such loss has been determined by a court of competent jurisdiction to be a result of the Rights Agent’s gross negligence, bad faith or willful misconduct; and Parent agrees (i) to pay the fees and expenses of the Rights Agent in connection with this Agreement in accordance with the fee schedule agreed upon by the Rights Agent and Parent and incorporated herein by reference and (ii) to reimburse the Rights Agent for all Taxe...
Certain Rights of Rights Agent. Subject to the provisions of Section 4.1, including without limitation, the duty of care that the Rights Agent is required to exercise upon the occurrence of a Breach:
Certain Rights of Rights Agent. Subject to the provisions of Trust Indenture Act Sections 315(a) through 315(d) and Section 3.01 hereof:
Certain Rights of Rights Agent. 13 Section 3.03 Not Responsible for Recitals or Issuance of VCRs. . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 3.04 May Hold VCRs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 3.05 Compensation, Reimbursement and Indemnification of the Rights Agent. . . . . . . . . . . . . . . 15 Section 3.06 Corporate Rights Agent Required; Eligibility; Disqualification. . . . . . . . . . . . . . . . . . 15 Section 3.07 Change of Rights Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 3.08 Acceptance of Appointment by Successor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 3.09 Merger, Conversion, Consolidation or Succession to Business. . . . . . . . . . . . . . . . . . . 17 ARTICLE FOUR
Certain Rights of Rights Agent. (a) The Rights Agent may rely and will be protected by the Company in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it in the absence of bad faith to be genuine and to have been signed or presented by or on behalf of the Company.
Certain Rights of Rights Agent. 16 Section 8.3 Resignation and Removal; Appointment of Successor 17 Section 8.4 Acceptance of Appointment of Successor 18 Section 8.5 Non-Use of Name 18 Article 9 AMENDMENTS 18 Section 9.1 Amendments without Consent of Holders 18 Section 9.2 Amendments with Consent of Holders 19 Section 9.3 Execution of Amendments 19 Section 9.4 Effect of Amendments; Notice to Holders 19 THIS CONTINGENT CONSIDERATION RIGHTS AGREEMENT, dated as of [●], 201[●] (this “CCR Agreement”), by and among Energy Transfer Equity, L.P., a Delaware limited partnership (“Parent”), Energy Transfer Corp LP, a Delaware limited partnership (“TopCo”), and [●], as rights agent (the “Rights Agent”), in favor of each person who from time to time holds one or more TopCo Common Shares which have attached Contingent Consideration Rights (the “CCRs”) entitling such holder to receive TopCo Common Shares or cash payments, each in the amounts and subject to the terms and conditions set forth herein.
