Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 40 contracts
Samples: Rights Agreement (Lipocine Inc.), Rights Agreement (Lipocine Inc.), Rights Agreement (Heat Biologics, Inc.)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 32 contracts
Samples: Rights Agreement (Syniverse Holdings Inc), Rights Agreement (Syntroleum Corp), Rights Agreement (Briggs & Stratton Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the execution or administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyliability.
Appears in 31 contracts
Samples: Rights Agreement (Murphy Oil Corp /De), Rights Agreement (Pitney Bowes Office Systems Inc), Rights Agreement (Whittaker Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other reasonable disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 28 contracts
Samples: Rights Agreement (Omega Protein Corp), Rights Agreement (Us Concrete Inc), Rights Agreement (Pride SpinCo, Inc.)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 27 contracts
Samples: Section 382 Rights Agreement (CNO Financial Group, Inc.), Section 382 Rights Agreement (CNO Financial Group, Inc.), Section 382 Rights Agreement (CNO Financial Group, Inc.)
Concerning the Rights Agent. (a) The Company agrees to will pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company will also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, suit, action, proceeding or expense, incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 27 contracts
Samples: Rights Agreement (Brush Engineered Materials Inc), Rights Agreement (Washington Group International Inc), Escrow Agreement (Usg Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyhereunder.
Appears in 23 contracts
Samples: Rights Agreement (Navigant International Inc), Rights Agreement (Merrill Lynch & Co Inc), Stockholder Rights Agreement (Nurx Pharmaceuticals, Inc.)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 19 contracts
Samples: Rights Agreement (Xerium Technologies Inc), Rights Agreement (Xerium Technologies Inc), Rights Agreement (Xerium Technologies Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 19 contracts
Samples: Rights Agreement (Polaris Industries Inc/Mn), Rights Agreement (Plexus Corp), Rights Agreement (Target Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 18 contracts
Samples: Rights Agreement (Quipp Inc), Rights Agreement (Mapics Inc), Rights Agreement (Cambridge Technology Partners Massachusetts Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 15 contracts
Samples: Rights Agreement (Community First Bankshares Inc), Rights Agreement (Communications Systems Inc), Rights Agreement (Serv Tech Inc /Tx/)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim of liability arising therefrom, directly relating to the Rights or indirectlythis Rights Agreement.
Appears in 14 contracts
Samples: Rights Agreement (Ivax Corp /De), Rights Agreement (Millers Mutual Fire Insurance Co), Rights Agreement (Premier Parks Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyhereunder.
Appears in 14 contracts
Samples: Stockholder Rights Agreement (Hemagen Diagnostics Inc), Rights Agreement (Mpower Holding Corp), Rights Agreement (Mpower Communications Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim of liability arising therefrom, directly relating to the Rights or indirectlythis Rights Agreement.
Appears in 13 contracts
Samples: Rights Agreement (Iparty Corp), Rights Agreement (New Plan Realty Trust), Rights Agreement (Dairy Mart Convenience Stores Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyhereunder.
Appears in 9 contracts
Samples: Rights Agreement (Mothers Work Inc), Rights Agreement (Steel of West Virginia Inc), Rights Agreement (Liberty Technologies Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 9 contracts
Samples: Rights Agreement (ASTROTECH Corp), Rights Agreement (Computer Software Innovations, Inc.), Rights Agreement (Illumina Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 9 contracts
Samples: Rights Agreement (Tredegar Corp), Rights Agreement (Intelidata Technologies Corp), Rights Agreement (Lowes Companies Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyhereunder.
Appears in 9 contracts
Samples: Rights Agreement (JDS Uniphase Corp /Ca/), Rights Agreement (JDS Uniphase Corp /Ca/), Rights Agreement (DSP Group Inc /De/)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyliability.
Appears in 8 contracts
Samples: Rights Agreement (Stancorp Financial Group Inc), Rights Agreement (Merix Corp), Rights Agreement (Stancorp Financial Group Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expenseexpense incurred, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 8 contracts
Samples: First Amended Rights Agreement (Wynns International Inc), Rights Agreement (Southwest Gas Corp), Rights Agreement (Talbert Medical Management Holdings Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, suit, action, proceeding or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 8 contracts
Samples: Rights Agreement (Theragenics Corp), Rights Agreement (Choicepoint Inc), Rights Agreement (Netbank Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on promptly following demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyhereunder.
Appears in 7 contracts
Samples: Rights Agreement (Mim Corp), Rights Agreement (Bisys Group Inc), Rights Agreement (Mim Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyliability.
Appears in 6 contracts
Samples: Rights Agreement (Hearusa Inc), Rights Agreement (Hearx LTD), Rights Agreement (Butler National Corp)
Concerning the Rights Agent. (a) The Company Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs cost and expenses of defending against any claim of liability arising therefrom, directly relating to the Rights or indirectlythis Agreement.
Appears in 6 contracts
Samples: Rights Agreement (Westpoint Stevens Inc), Rights Agreement (Impath Inc), Rights Agreement (Giga Information Group Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of or liability arising therefrom, directly or indirectlyin connection therewith.
Appears in 6 contracts
Samples: Rights Agreement (Nutrition 21 Inc), Rights Agreement (Repligen Corp), Rights Agreement (Nutrition 21 Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, against any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 6 contracts
Samples: Rights Agreement (Ardent Software Inc), Rights Agreement (Friendly Ice Cream Corp), Rights Agreement (Natural Microsystems Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel out-of-pocket expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including the reasonable costs and expenses of defending against any a claim of liability arising therefrom, directly or indirectlyhereunder.
Appears in 6 contracts
Samples: Rights Agreement (Pillarstone Capital Reit), Rights Agreement, Rights Agreement (Whitestone REIT)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel out-of-pocket expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including including, without limitation, the reasonable costs and expenses of defending against any a claim of liability arising therefrom, directly or indirectlyhereunder.
Appears in 6 contracts
Samples: Rights Agreement (Alj Regional Holdings Inc), Rights Agreement (Pinnacle Entertainment Inc.), Rights Agreement (Pinnacle Entertainment Inc.)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyliability.
Appears in 6 contracts
Samples: Rights Agreement (Patriot National Bancorp Inc), Rights Agreement (Corn Products International Inc), Rights Agreement (Patriot National Bancorp Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs cost and expenses of defending against any claim of liability arising therefrom, directly relating to the Rights or indirectlythis Agreement.
Appears in 5 contracts
Samples: Corrected Version Agreement (Grand Union Co /De/), Rights Agreement (Big Entertainment Inc), Grand Union Co /De/
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the execution or administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyliability.
Appears in 5 contracts
Samples: Rights Agreement (Nobel Learning Communities Inc), Rights Agreement (Imagistics International Inc), Rights Agreement (Nabisco Group Holdings Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs cost and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises and reasonable counsel fees and expenses. The indemnification provided herein shall survive the expiration of the Rights and the termination of this Agreement.
Appears in 5 contracts
Samples: Rights Agreement (Garmin LTD), Rights Agreement (Stilwell Financial Inc), Rights Agreement (Garmin LTD)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 5 contracts
Samples: Rights Agreement (American Bingo & Gaming Corp), Rights Agreement (South Jersey Industries Inc), Rights Agreement (South Jersey Industries Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder under this Agreement and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunderunder this Agreement. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, Agent for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 5 contracts
Samples: Rights Agreement (Z Tel Technologies Inc), Rights Agreement (Internet Security Systems Inc/Ga), Rights Agreement (Z Tel Technologies Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyhereunder. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Agreement.
Appears in 4 contracts
Samples: Rights Agreement (Oneida LTD), Rights Agreement (Oneida LTD), Rights Agreement (Oneida LTD)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunderhere-under. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct mis-conduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim of liability arising therefrom, directly relating to the Rights or indirectlythis Rights Agreement.
Appears in 4 contracts
Samples: Rights Agreement (Wet Seal Inc), Rights Agreement (Wet Seal Inc), Rights Agreement (Resortquest International Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 4 contracts
Samples: Rights Agreement (Crown Holdings Inc), Rights Agreement (Crown Holdings Inc), Rights Agreement (Crown Holdings Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the execution or administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyliability.
Appears in 4 contracts
Samples: Rights Agreement (Interface Inc), Rights Agreement (Interface Inc), Rights Agreement (Interland Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements distributions incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly relating to the Rights or indirectlythis Rights Agreement.
Appears in 4 contracts
Samples: Rights Agreement (Waters Instruments Inc), Rights Agreement (Northwest Teleproductions Inc), Rights Agreement (First Team Sports Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 4 contracts
Samples: Rights Agreement (WABCO Holdings Inc.), Rights Agreement (WABCO Holdings Inc.), Rights Agreement (Banctec Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyliability.
Appears in 4 contracts
Samples: Rights Agreement (Hearx LTD), Rights Agreement (DHB Industries Inc), Rights Agreement (Arch Coal Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyliability.
Appears in 4 contracts
Samples: Rights Agreement (Worldcom Inc/ga//), Rights Agreement (Willamette Industries Inc), Rights Agreement (National Rv Holdings Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises. The indemnity provided for herein shall survive the expiration of the Rights and the termination of this Agreement.
Appears in 4 contracts
Samples: Rights Agreement (U S Home Corp /De/), Rights Agreement (U S Home Corp /De/), Rights Agreement (U S Home Corp /De/)
Concerning the Rights Agent. (a) The Company agrees to pay --------------------------- to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 4 contracts
Samples: Rights Agreement (Lifepoint Hospitals LLC), Rights Agreement (Triad Hospitals Inc), Rights Agreement (Lifepoint Hospitals Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, Agent for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 4 contracts
Samples: Rights Agreement (Reynolds & Reynolds Co), Rights Agreement (Armstrong World Industries Inc), Rights Agreement (Armstrong Holdings Inc /Pa/)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability arising therefrom, directly hereunder. This right to indemnification shall survive the termination of this Agreement and the resignation or indirectlyremoval of the Rights Agent.
Appears in 3 contracts
Samples: Rights Agreement (JDS Uniphase Corp /Ca/), Rights Agreement (JDS Uniphase Corp /Ca/), Rights Agreement (JDS Uniphase Corp /Ca/)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs cost and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises and reasonable counsel fees and expenses.
Appears in 3 contracts
Samples: Rights Agreement (DST Systems Inc), Rights Agreement (Kansas City Southern), Rights Agreement (DST Systems Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, Agreement including the costs and expenses of or defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 3 contracts
Samples: Rights Agreement (Fulton Financial Corp), Rights Agreement (Fulton Financial Corp), Rights Agreement (Fulton Financial Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the acceptance, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance administration and administration execution of this AgreementAgreement and the exercise and performance of its duties hereunder, including without limitation the costs and expenses of defending against and appealing any such claim of liability arising therefrom, directly or indirectlyliability.
Appears in 3 contracts
Samples: Rights Agreement (Fargo Electronics Inc), Rights Agreement (Fargo Electronics Inc), Rights Agreement (Optical Sensors Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly relating to the Rights or indirectlythis Rights Agreement.
Appears in 3 contracts
Samples: Rights Agreement (Ciprico Inc), Rights Agreement (Surmodics Inc), Rights Agreement (Datakey Inc)
Concerning the Rights Agent. (a) a. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 3 contracts
Samples: Rights Agreement (Pentair Inc), Rights Agreement (Programmers Paradise Inc), Rights Agreement (Programmers Paradise Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to --------------------------- the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 3 contracts
Samples: Rights Agreement (Prudential Financial Inc), Rights Agreement (Equidyne Corp), Rights Agreement (Equidyne Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises (including reasonable counsel fees and expenses).
Appears in 3 contracts
Samples: Rights Agreement (Sprint Corp), Rights Agreement (Sprint Corp), Rights Agreement (Sprint Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, and from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 3 contracts
Samples: Rights Agreement (Brinks Co), Rights Agreement (Pittston Co), Rights Agreement (Pittston Co)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs cost and expenses of defending against any claim of liability arising therefrom, directly relating to the Rights or indirectlythis Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Dairy Mart Convenience Stores Inc), Rights Agreement (Activision Inc /Ny)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, Agent for anything done or omitted by the Rights Agent in connection with the acceptance and administration of its duties under this Rights Agreement, including the costs cost and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 2 contracts
Samples: Stockholder Rights Agreement (PJT Partners Inc.), Stockholder Rights Agreement (PJT Partners Inc.)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including reasonable attorneys’ fees and expenses and the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 2 contracts
Samples: Rights Agreement (CPEX Pharmaceuticals, Inc.), Rights Agreement (CPEX Pharmaceuticals, Inc.)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable reason- able compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 2 contracts
Samples: Rights Agreement (Comdisco Inc), Rights Agreement (Comdisco Inc)
Concerning the Rights Agent. (a) The Company Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 2 contracts
Samples: Rights Agreement (Culp Inc), Rights Agreement (Culp Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the execution or administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyliability.
Appears in 2 contracts
Samples: Rights Agreement (MAGNACHIP SEMICONDUCTOR Corp), Rights Agreement (Wits Basin Precious Minerals Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other reasonable disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith negligence or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 2 contracts
Samples: Section 382 Rights Agreement (Parker Drilling Co /De/), Rights Agreement (Imperial Sugar Co /New/)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 2 contracts
Samples: Rights Agreement (Fotoball Usa Inc), Rights Agreement (Serologicals Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful intentional misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 2 contracts
Samples: Rights Agreement (American Axle & Manufacturing Holdings Inc), Rights Agreement (American Axle & Manufacturing Holdings Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done action taken or omitted to be taken by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs reasonable cost and expenses of defending against any claim of liability arising therefrom, directly relating to the Rights or indirectlythis Rights Agreement.
Appears in 2 contracts
Samples: Rights Agreement (GigOptix, Inc.), Rights Agreement (GigOptix, Inc.)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable reason-able expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim of liability arising therefrom, directly relating to the Rights or indirectlythis Rights Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Wet Seal Inc), Rights Agreement (Wet Seal Inc)
Concerning the Rights Agent. (a) The Company Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs cost and expenses of defending against any claim of liability arising therefrom, directly relating to the Rights or indirectlythis Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Delphi Automotive Systems Corp), Rights Agreement (Delphi Automotive Systems Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the execution or administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyliability.
Appears in 2 contracts
Samples: Agreement (Kona Grill Inc), Rights Agreement (Casual Male Retail Group Inc)
Concerning the Rights Agent. (a) The Company agrees to will pay to the Rights --------------------------- Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company will also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, suit, action, proceeding or expense, incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 2 contracts
Samples: Rights Agreement (Sterling Software Inc), Rights Agreement (Sterling Commerce Inc)
Concerning the Rights Agent. (a) The Company Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.in the
Appears in 2 contracts
Samples: Rights Agreement (Vion Pharmaceuticals Inc), Rights Agreement (Vion Pharmaceuticals Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, Agent for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 2 contracts
Samples: Rights Agreement (Weeks Corp), Rights Agreement (Healthcare Recoveries Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful intentional misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyhereunder.
Appears in 2 contracts
Samples: Rights Agreement (Chefs' Warehouse, Inc.), Rights Agreement (WebMD Health Corp.)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, Agent for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 2 contracts
Samples: Rights Agreement (Union Texas Petroleum Holdings Inc), Rights Agreement (Weeks Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the acceptance, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance acceptance, administration and administration execution of this AgreementAgreement and the exercise and performance of its duties hereunder, including without limitation the costs and expenses of defending against and appealing any such claim of liability arising therefrom, directly or indirectlyliability.
Appears in 2 contracts
Samples: Rights Agreement (Vital Images Inc), Rights Agreement (Vital Images Inc)
Concerning the Rights Agent. (a) a. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, Agent for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, Rights Agreement including the costs cost and expenses of defending against any claim of liability arising therefrom, directly or indirectlyliability.
Appears in 2 contracts
Samples: Rights Agreement (Synovus Financial Corp), Rights Agreement (Synovus Financial Corp)
Concerning the Rights Agent. (a1) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 2 contracts
Samples: Rights Agreement (Standex International Corp/De/), Rights Agreement (Standex International Corp/De/)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance acceptance, administration and administration execution of this AgreementAgreement and the exercise and performance of its duties hereunder, including without limitation the costs and expenses of defending against and appealing any such claim of liability arising therefrom, directly or indirectlyliability.
Appears in 2 contracts
Samples: Rights Agreement (Daktronics Inc /Sd/), Rights Agreement (Synovis Life Technologies Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyhereunder.
Appears in 2 contracts
Samples: Rights Agreement (Optika Inc), Rights Agreement (Aerocentury Corp)
Concerning the Rights Agent. (a) a. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyhereunder.
Appears in 1 contract
Concerning the Rights Agent. (a) The Company agrees to pay to --------------------------- the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 1 contract
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 1 contract
Concerning the Rights Agent. (a) The Company agrees to will pay to the --------------------------- Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company will also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, suit, action, proceeding or expense, incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 1 contract
Samples: Rights Agreement (Bibb Co /De)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefromin the premises. In no event will the Rights Agent be liable for special, directly indirect, incidental or indirectly.consequential loss or
Appears in 1 contract
Samples: Preferred Shares Rights Agreement (Proxim Inc /De/)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.and
Appears in 1 contract
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.. CORPDAL:63568.5 15467-00006 25
Appears in 1 contract
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel out-of-pocket expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, expense incurred without gross negligence, bad faith negligence or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including including, without limitation, the reasonable costs and expenses of defending against any a claim of liability arising therefrom, directly or indirectlyhereunder.
Appears in 1 contract
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, and from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 1 contract
Samples: Rights Agreement (Sonosite Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, against any loss, liability liability, or expense, incurred without gross negligence, recklessness, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 1 contract
Samples: Shareholder Rights Agreement (One Price Clothing Stores Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises (including reasonable attorneys' fees and expenses).
Appears in 1 contract
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 1 contract
Samples: Rights Agreement (Zamba Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability arising therefromtherefro m, directly or indirectly.
Appears in 1 contract
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify indemnity the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 1 contract
Samples: Rights Agreement (Carrington Laboratories Inc /Tx/)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly. Foregoing indemnities in the paragraph should survive the resignation or substitution of the Rights Agent or the termination of the agreement.
Appears in 1 contract
Samples: Rights Agreement (Northwestern Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 1 contract
Samples: Rights Agreement (Main Street Restaurant Group, Inc.)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agentagent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim of liability arising therefrom, directly relating to the Rights or indirectlythis Rights Agreement.
Appears in 1 contract
Samples: Rights Agreement (Saks Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 1 contract
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlysuch liability.
Appears in 1 contract
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the execution or administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyliability.
Appears in 1 contract
Samples: Rights Agreement (Lubys Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the 59 Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
Appears in 1 contract
Samples: Rights Agreement (Cognizant Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlyin the premises.
Appears in 1 contract
Samples: Rights Agreement (Ladish Co Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.. 58 55
Appears in 1 contract
Samples: Rights Agreement (Bowne & Co Inc)