Common use of Compensation; Indemnification Clause in Contracts

Compensation; Indemnification. The Company agrees promptly to pay the Warrant Agent from time to time and in any case within 30 days of receipt of an invoice, compensation for its services hereunder as the Company and the Warrant Agent may agree from time to time, and to reimburse it upon its request for reasonable fees or expenses and reasonable counsel fees and expenses incurred in connection with the execution and administration of this Agreement, and further agrees to indemnify the Warrant Agent which shall include for purposes of this Section 11.3 its directors, officers, agents or employees and save it harmless against any losses, liabilities or expenses (including the fees and expenses of its counsel) arising out of or in connection with the acceptance and administration of this Agreement and under the Warrant Registration Rights Agreement, including, without limitation, the reasonable costs and expenses of investigating or defending any claim of such liability, except that the Company shall have no liability hereunder to the extent that any such loss, liability or expense results from the Warrant Agent's own gross negligence, bad faith or willful misconduct. The obligations of the Company under this Section 11.3 shall survive the exercise and the expiration of the Warrants, the termination of this Agreement and the resignation or removal of the Warrant Agent in respect of services or expenses incurred in connection with the Warrants or this Agreement.

Compensation; Indemnification. The Company agrees promptly to ------------ ----------------------------- pay to the Warrant Agent from time to time and in any case within 30 days of receipt of an invoice, compensation for its all services rendered by it hereunder as the Company and the Warrant Agent may agree in writing from time to time, and to reimburse it upon its request the Warrant Agent for reasonable fees or expenses and reasonable counsel fees and expenses disbursements incurred in connection with the execution and administration of this AgreementAgreement (including the reasonable fees and the expenses of its counsel), and further agrees to indemnify the Warrant Agent which shall include for purposes of this Section 11.3 its directorsfor, officers, agents or employees and save to hold it harmless against against, any lossesclaim, liabilities loss, liability or expenses (including the fees and expenses of its counsel) expense arising out of or in connection with the acceptance and administration of this Agreement and under the Warrant Registration Rights Agreement, including, without limitation, including the reasonable costs and expenses of investigating defending itself against any such claim or defending any claim of such liability, except that the Company shall have no liability hereunder to the extent that any such loss, liability or expense results from the Warrant Agent's own gross negligence, bad faith negligence or willful misconduct. The obligations of the Company under this Section 11.3 8.3 shall survive the exercise and the expiration of the Warrants, the termination of this Agreement Warrants and the resignation or removal of the Warrant Agent. No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in respect the performance of services any of its duties hereunder or expenses incurred in connection with the Warrants exercise of any of its rights or this Agreementpowers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Compensation; Indemnification. The Company agrees ----------------------------- promptly to pay the Warrant Agent from time to time and in any case within 30 days of receipt of an invoice, compensation for its services hereunder as the Company and the Warrant Agent may agree from time to time, and to reimburse it upon its request upon furnishing reasonable supporting documentation for reasonable fees or expenses and reasonable counsel fees and expenses incurred in connection with the execution and administration of this Agreement, and further agrees to indemnify each of the Warrant Agent which shall include for purposes of this Section 11.3 its directors, officers, agents or employees and any predecessor Warrant Agent and save it harmless against any and all losses, claims, damages, liabilities or reasonable expenses (including the fees and expenses of its counsel) arising out of or in connection with the acceptance and administration of this Agreement and under the Warrant Registration Rights Agreement, including, without limitation, the reasonable costs and expenses of investigating or defending any claim (whether asserted by the Company or any Holder or any other Person) of such liability, except that the Company shall have no liability hereunder to the extent that any such loss, liability or expense results from the Warrant Agent's own gross negligence, bad faith or willful misconduct. The obligations of the Company under this Section 11.3 10.3 shall survive the exercise and the expiration of the Warrants, the termination of this Agreement and the resignation or removal of the Warrant Agent in respect of services or expenses incurred in connection with the Warrants or this Agreement.

Compensation; Indemnification. The Company agrees promptly to pay the Warrant Agent from time to time and in any case within 30 60 days of receipt of an invoice, compensation for its services hereunder as the Company and the Warrant Agent may agree from time to timetime in writing, and to reimburse it upon its request for reasonable fees or expenses and reasonable counsel fees and expenses incurred in connection with the execution and administration of this Agreement, and further agrees to indemnify the Warrant Agent which shall include for purposes of this Section 11.3 10.3 its directors, officers, agents or employees and save it harmless against any losses, liabilities or expenses (including the fees and expenses of its counsel) arising out of or in connection with the acceptance and administration of this Agreement and under the Warrant Registration Rights Agreement, including, without limitation, the reasonable costs and expenses of investigating or defending any claim of such liability, except that the Company shall have no liability hereunder to the extent that any such loss, liability or expense results from the Warrant Agent's own gross negligence, bad faith or willful misconduct. The obligations of the Company under this Section 11.3 10.3 shall survive the exercise and the expiration of the Warrants, the termination of this Agreement and the resignation or removal of the Warrant Agent in respect of services or expenses incurred in connection with the Warrants or this Agreement.

Compensation; Indemnification. The Company agrees promptly to pay to the Warrant Agent from time to time and in any case within 30 days of receipt of an invoice, compensation for its all services rendered by it hereunder as the Company and the Warrant Agent may agree in writing from time to time, and to reimburse it upon its request the Warrant Agent for reasonable fees or expenses and reasonable counsel fees and expenses disbursements incurred in connection with the execution and administration of this AgreementAgreement (including the reasonable fees and the expenses of its counsel), and further agrees to indemnify the Warrant Agent which shall include for purposes of this Section 11.3 its directorsfor, officers, agents or employees and save to hold it harmless against against, any lossesclaim, liabilities loss, liability or expenses (including the fees and expenses of its counsel) expense arising out of or in connection with the acceptance and administration of this Agreement and under the Warrant Registration Rights Agreement, including, without limitation, including the reasonable costs and expenses of investigating defending itself against any such claim or defending any claim of such liability, except that the Company shall have no liability hereunder to the extent that any such loss, liability or expense results from the Warrant Agent's own gross negligence, bad faith negligence or willful misconduct. The obligations of the Company under this Section 11.3 8.3 shall survive the exercise and the expiration of the Warrants, the termination of this Agreement Warrants and the resignation or removal of the Warrant Agent. No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in respect the performance of services any of its duties hereunder or expenses incurred in connection with the Warrants exercise of any of its rights or this Agreementpowers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Compensation; Indemnification. The Company agrees promptly to pay the Warrant Agent from time to time and in any case within 30 days of receipt of an invoice, compensation for its services hereunder as the Company and the Warrant Agent may agree from time to time, and to reimburse it upon its request for reasonable fees or expenses and reasonable counsel fees and expenses incurred in connection with the execution and administration of this Agreement, and further agrees to indemnify the Warrant Agent which shall include for purposes of this Section 11.3 10.3 its directors, officers, agents or employees and save it harmless against any losses, liabilities or expenses (including the fees and expenses of its counsel) arising out of or in connection with the acceptance and administration of this Agreement and under the Warrant Registration Rights Agreement, including, without limitation, the reasonable costs and expenses of investigating or defending any claim of such liability, except that the Company shall have no liability hereunder to the extent that any such loss, liability or expense results from the Warrant Agent's own gross negligence, bad faith or willful misconduct. The obligations of the Company under this Section 11.3 10.3 shall survive the exercise and the expiration of the Warrants, the termination of this Agreement and the resignation or removal of the Warrant Agent in respect of services or expenses incurred in connection with the Warrants or this Agreement.

Compensation; Indemnification. The Company agrees promptly to pay the Warrant Agent from time to time and in any case within 30 days of receipt of an invoice, compensation for its services hereunder as the Company and the Warrant Agent may agree from time to time, and to reimburse it upon its request upon furnishing reasonable supporting documentation for reasonable fees or expenses and reasonable counsel fees and expenses incurred in connection with the execution and administration of this Agreement, and further agrees to indemnify each of the Warrant Agent which shall include for purposes of this Section 11.3 its directors, officers, agents or employees and any predecessor Warrant Agent and save it harmless against any and all losses, claims, damages, liabilities or reasonable expenses (including the fees and expenses of its counsel) arising out of or in connection with the acceptance and administration of this Agreement and under the Warrant Registration Rights Agreement, including, without limitation, the reasonable costs and expenses of investigating or defending any claim (whether asserted by the Company or any Holder or any other Person) of such liability, except that the Company shall have no liability hereunder to the extent that any such loss, liability or expense results from the Warrant Agent's own gross negligence, bad faith or willful misconduct. The obligations of the Company under this Section 11.3 10.3 shall survive the exercise and the expiration of the Warrants, the termination of this Agreement and the resignation or removal of the Warrant Agent in respect of services or expenses incurred in connection with the Warrants or this Agreement.

Compensation; Indemnification. The Company agrees ------------ ----------------------------- promptly to pay the Warrant Agent from time to time and in any case within 30 days of receipt of an invoice, compensation for its services hereunder as the Company and the Warrant Agent may agree from time to time, and to reimburse it upon its request upon furnishing reasonable supporting documentation for reasonable fees or expenses and reasonable counsel fees and expenses incurred in connection with the execution and administration of this Agreement, and further agrees to indemnify each of the Warrant Agent which shall include for purposes of this Section 11.3 its directors, officers, agents or employees and any predecessor Warrant Agent and save it harmless against any and all losses, claims, damages, liabilities or reasonable expenses (including the fees and expenses of its counsel) arising out of or in connection with the acceptance and administration of this Agreement and under the Warrant Registration Rights Agreement, including, without limitation, the reasonable costs and expenses of investigating or defending any claim of such liability, except that the Company shall have no liability hereunder to the extent that any such loss, liability or expense results from the Warrant Agent's own gross negligence, bad faith or willful misconduct. The obligations of the Company under this Section 11.3 shall survive the exercise and the expiration of the Warrants, the termination of this Agreement and the resignation or removal of the Warrant Agent in respect of services or expenses incurred in connection with the Warrants or this Agreement.

Compensation; Indemnification. The Company agrees promptly to pay to the Warrant Agent from time to time and in any case within 30 days of receipt of an invoice, compensation for its all services rendered by it hereunder as the Company and the Warrant Agent may agree in writing from time to time, and to reimburse it upon its request the Warrant Agent for reasonable fees or expenses and reasonable counsel fees and expenses disbursements incurred in connection with the execution and administration of this AgreementAgreement (including the reasonable fees and the expenses of its counsel), and further agrees to indemnify the Warrant Agent which shall include for purposes of this Section 11.3 its directorsfor, officers, agents or employees and save to hold it harmless against against, any lossesclaim, liabilities loss, liability or expenses (including the fees and expenses of its counsel) expense arising out of or in connection with the acceptance and administration of this Agreement and under the Warrant Registration Rights Agreement, including, without limitation, including the reasonable costs and expenses of investigating defending itself against any such claim or defending any claim of such liability, except that the Company shall have no liability hereunder to the extent that any such loss, liability or expense results from the Warrant Agent's own gross negligence, bad faith negligence or willful wilful misconduct. The obligations of the Company under this Section 11.3 7.03 shall survive the exercise and the expiration of the Warrants, the termination of this Agreement Warrants and the resignation or removal of the Warrant Agent. No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in respect the performance of services any of its duties hereunder or expenses incurred in connection with the Warrants exercise of any of its rights or this Agreementpowers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Compensation; Indemnification. The Company agrees promptly to pay to the Warrant Agent from time to time and in any case within 30 days of receipt of an invoice, compensation for its all services rendered by it hereunder as the Company and the Warrant Agent may agree in writing from time to time, and to reimburse it upon its request the Warrant Agent for reasonable fees or expenses and reasonable counsel fees and expenses disbursements incurred in connection with the execution and administration of this AgreementAgreement (including the reasonable fees and the expenses of its legal counsel), and further agrees to indemnify the Warrant Agent which shall include for purposes of this Section 11.3 its directorsfor, officers, agents or employees and save to hold it harmless against against, any lossesclaim, liabilities loss, liability or expenses (including the fees and expenses of its counsel) expense arising out of or in connection with the acceptance and administration of this Agreement and under the Warrant Registration Rights Agreement, including, without limitation, including the reasonable costs and expenses of investigating defending itself against any such claim or defending any claim of such liability, except that the Company shall have no liability hereunder to the extent that any such loss, liability or expense results from the Warrant Agent's material breach of its obligations hereunder or its own gross negligence, bad faith negligence or willful misconduct. The obligations of the Company under this Section 11.3 6.03 shall survive the exercise and the expiration of the Warrants, the termination of this Agreement Warrants and the resignation or removal of the Warrant Agent. No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in respect the performance of services any of its duties hereunder or expenses incurred in connection with the Warrants exercise of any of its rights or this Agreementpowers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Compensation; Indemnification. The Company agrees ------------ ----------------------------- promptly to pay the Warrant Agent from time to time and in any case within 30 days of receipt of an invoice, compensation for its services hereunder and under the Warrant Registration Rights Agreement as the Company and the Warrant Agent may agree from time to time, and to reimburse it upon its request for reasonable fees or expenses and reasonable counsel fees and expenses incurred in connection with the execution and administration of this Agreement and the Warrant Registration Rights Agreement, and further agrees to indemnify the Warrant Agent which shall include for purposes of this Section 11.3 its directors, officers, agents or employees and save it harmless against any losses, liabilities or expenses (including the fees and expenses of its counsel) arising out of or in connection with the acceptance and administration of this Agreement and under or the Warrant Registration Rights Agreement, including, without limitation, the reasonable costs and expenses of investigating or defending any claim of such liability, except that the Company shall have no liability hereunder to the extent that any such loss, liability or expense results from the Warrant Agent's own gross negligence, bad faith or willful misconduct. The obligations of the Company under this Section 11.3 10.3 shall survive the exercise and the expiration of the Warrants, the termination of this Agreement or the Warrant Registration Rights Agreement and the resignation or removal of the Warrant Agent in respect of services rendered or expenses incurred in connection with the Warrants or this Agreement.