Conditions of Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following to all of which the Company agrees and to all of which the rights hereunder of the holders from time to time of the Warrant Certificates shall be subject:
Conditions of Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which R&B Falcon agrees and to all of which the rights hereunder of the holders from time to time of the Warrant Certificates shall be subject:
Conditions of Warrant Agent’s Obligations. The Warrant Agent ac- cepts its obligations herein set forth upon the terms and conditions hereof and in the Class A Warrant Certificates, including the following, to all of which the Company agrees and to all of which the rights hereunder of the holders from time to time of the Class A Warrant Certificates shall be subject:
Conditions of Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the
Conditions of Warrant Agent’s Obligations. (a) Compensation and Indemnification
Conditions of Warrant Agent’s Obligations. 16 Section 5.04. Resignation, Removal and Appointment of Successor 19
Conditions of Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof and in the Warrant Certificates, including the following, to all of which the Company agrees and to all of which the rights hereunder of the holders from time to time of the Warrant Certificates shall be subject: (a) The Warrant Agent shall be entitled to compensation to be agreed upon with the Company in writing for all services rendered by it and the Company agrees promptly to pay such compensation and to reimburse the Warrant Agent for its reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred without gross negligence or willful misconduct on its part in connection with the services rendered by it hereunder. The Company also agrees to indemnify the Warrant Agent and any predecessor Warrant Agent, their directors, officers, affiliates, agents and employees for, and to hold them and their directors, officers, affiliates, agents and employees harmless against, any loss, liability or expense of any nature whatsoever (including, without limitation, reasonable fees and expenses of counsel) incurred without gross negligence or willful misconduct on the part of the Warrant Agent, arising out of or in connection with its acting as such Warrant Agent hereunder and its exercise of its rights and performance of its obligations hereunder. The obligations of the Company under this Section 6.2 shall survive the exercise and the expiration of the Warrant Certificates and the resignation and removal of the Warrant Agent. (b) In acting under this Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any of the owners or holders of the Warrant Certificates. 15
Conditions of Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, and the Company agrees to cause the following to occur: At the Closing Date, the Warrant Agent shall have received a signed opinion or signed opinions of Allen S. Lipson, Executive Vice President, Business and Legal Affairs xx xxx Xxxxxxx and Paul, Hastings, Janofsky & Walker LLP, counsel for the Company, each dated as of the Closing Date, in form and substance satisfactory to counsel for the Warrant Agent, to the effect set forth in Exhibits C-1 and C-2 hereto.
