Common use of The Rights Agent Clause in Contracts

The Rights Agent. (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such co-Rights Agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents will be as the Corporation may determine with the approval of the Rights Agent and the Co-Rights Agent. The 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 (including the fees and disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation). The Corporation also agrees to indemnify the Rights Agent and its officers, employees, agents and directors for and to hold them harmless against any loss, liability, cost, claim, action, damage, suit or expense incurred without negligence, bad faith or 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, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. In no event will the Rights Agent be liable for special, indirect, consequential or punitive loss or damages of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damages.

The Rights Agent. (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holder of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby xxxxxx accepts such appointment. The Corporation may from time to time appoint such coone or more Co-Rights Agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of after consultation with the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent Agents and Co-Rights Agents will shall be as the Corporation may determine with the approval of the Rights Agent and the Co-Co- Rights AgentAgents. The 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 and documented fees and expenses (including reasonable and documented counsel fees and other disbursements disbursements) incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the fees and disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation)hereunder. The Corporation also agrees to indemnify the Rights Agent and Agent, its officers, employeesdirectors and employees for, agents and directors for and to hold them it harmless against against, any loss, liability, cost, claim, action, damage, suit liability or expense arising out of its relationship with the Corporation pursuant to the terms and conditions of this Agreement, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent or its directors, officers, employees or agents, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement Agreement, including the reasonable and documented legal costs and expenses of defending against any claim of liabilityexpenses, which right to indemnification will survive the termination of this Agreement or and the resignation or removal of the Rights Agent. In no event will the Rights Agent be liable for special, indirect, consequential or punitive loss or damages of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damages.

The Rights Agent. (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such one or more co-Rights Agents rights agents (“"Co-Rights Agents”") as it may deem necessary or desirable, subject to the approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent Agents and Co-Rights Agents will shall be as the Corporation may determine with the approval of the Rights Agent and the Co-Co- Rights Agent. The 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 (including the reasonable fees and disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation, acting reasonably). The Corporation also agrees to indemnify the Rights Agent and Agent, its officers, employeesdirectors and employees for, agents and directors for and to hold it and them harmless against against, any loss, liabilityliability or expense, cost, claim, action, damage, suit or expense incurred without negligence, bad faith or wilful 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 and/or including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or and/or the resignation or removal of the Rights Agent. In no event will The Corporation shall inform the Rights Agent be liable for special, indirect, consequential or punitive loss or damages in a reasonably timely manner of any kind whatsoever (including but not limited to lost profits), even if events which may materially affect the administration of this Agreement by the Rights Agent has been advised and at any time, upon request, shall provide to the Rights Agent an incumbency certificate with respect to the then current directors of the possibility Corporation, provided that failure to inform the Rights Agent of any such damages.events, or any defect therein, shall not affect the validity of any action taken hereunder in relation to such events.‌

The Rights Agent. (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holder of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such coone or more Co-Rights Agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of after consultation with the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent Agents and Co-Rights Agents will shall be as the Corporation may determine with the approval of the Rights Agent and the Co-Co- Rights AgentAgents. The 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 and documented fees and expenses (including reasonable and documented counsel fees and other disbursements disbursements) incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the fees and disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation)hereunder. The Corporation also agrees to indemnify the Rights Agent and Agent, its officers, employeesdirectors and employees for, agents and directors for and to hold them it harmless against against, any loss, liability, cost, claim, action, damage, suit liability or expense arising out of its relationship with the Corporation pursuant to the terms and conditions of this Agreement, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent or its directors, officers, employees or agents, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement Agreement, including the reasonable and documented legal costs and expenses of defending against any claim of liabilityexpenses, which right to indemnification will survive the termination of this Agreement or and the resignation or removal of the Rights Agent. In no event will the Rights Agent be liable for special, indirect, consequential or punitive loss or damages of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damages.

The Rights Agent. (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the Holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such one or more co-Rights Agents rights agents (“"Co-Rights Agents”") as it may deem necessary or desirable, subject to the prior written approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents will shall be as the Corporation may determine with the written approval of the Rights Agent and the Co-Rights AgentAgents. The 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 (including the reasonable fees and disbursements of any expert or advisor retained by the Rights Agent with the prior approval of the Corporation). The Corporation also agrees to indemnify the Rights Agent and its directors, officers, employeesemployees and agents for, agents and directors for and to hold them harmless against against, any loss, liability, cost, claim, action, damage, suit or expense expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent Agent, its officers, directors, employees and agents, for anything done done, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, execution and administration of this Agreement and the exercise and performance of its duties hereunder, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or on the resignation or removal of the Rights Agent. In no the event will of any disagreement arising regarding the terms of this Agreement, the Rights Agent shall be liable for specialentitled, indirectat its option, consequential to refuse to comply with any and all demands whatsoever until the dispute is settled either by written agreement between the parties to this Agreement or punitive loss or damages by a court of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damagescompetent jurisdiction.

The Rights Agent. (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such co-Rights Agents rights agents (“"Co-Rights Agents”") as it may deem necessary or desirable, subject to the approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents will shall be as the Corporation may determine with determine, subject to the approval of the Rights Agent and the Co-Rights Agent. The 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 reasonably incurred 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 (hereunder, including the fees and disbursements of any expert or advisor retained counsel and other experts consulted by the Rights Agent with the approval of the Corporationpursuant to Subsection 4.3(a). The Corporation also agrees to indemnify the Rights Agent and each of its directors, officers, employees, agents and directors for shareholders for, and to hold each of them harmless against against, any loss, liability, cost, claim, action, damage, suit or expense expense, incurred without gross negligence, bad faith or wilful 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 Agreement, including without limitation the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. In no the event will of any disagreement arising regarding the terms of this Agreement the Rights Agent shall be liable for specialentitled, indirectat its option, consequential to refuse to comply with any and all demands whatsoever until the dispute is settled either by written agreement amongst the parties to this Agreement or punitive loss or damages by a court of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damagescompetent jurisdiction.

The Rights Agent. (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby xxxxxx accepts such appointment. The Corporation may from time to time appoint such one or more co-Rights Agents rights agents (each a “Co-Rights AgentsAgent”) as it may deem necessary or desirable, subject to the approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents will shall be as the Corporation may determine with the approval of the Rights Agent and the Co-Rights AgentAgents. The 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 reasonably incurred in the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and other disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation, such approval not to be unreasonably withheld). The Corporation also agrees to indemnify the Rights Agent and Agent, its officers, employeesdirectors, employees and agents and directors for for, and to hold them harmless against against, any loss, liability, cost, claim, action, damagesuit, suit damage or expense expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent Agent, for anything done done, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, execution and administration of this Agreement and the exercise and performance of its duties hereunder, including the legal costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or and the resignation or removal of the Rights Agent. In no event will the Rights Agent be liable for special, indirect, consequential or punitive loss or damages of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damages.

The Rights Agent. (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the Holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such one or more co-Rights Agents rights agents (“"Co-Rights Agents”") as it may deem necessary or desirable, subject to the prior written approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents will shall be as the Corporation may determine with the written approval of the Rights Agent and the Co-Rights AgentAgents. The 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 (including the reasonable fees and disbursements of any expert or advisor retained by the Rights Agent with the prior approval of the Corporation). The Corporation also agrees to indemnify the Rights Agent and its directors, officers, employeesemployees and agents for, agents and directors for and to hold them harmless against against, any loss, liability, cost, claim, action, damage, suit or expense expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent Agent, its officers, directors, employees and agents, for anything done done, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, execution and administration of this Agreement and the exercise and performance of its duties hereunder, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or on the resignation or removal of the Rights Agent. In no the event will of any disagreement arising regarding the terms of this Agreement, the Rights Agent shall be liable for specialentitled, indirectat its option, consequential to refuse to comply with any and all demands whatsoever until the dispute is settled either by written agreement between the parties to this Agreement or punitive loss or damages by a court of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damagescompetent jurisdiction.

The Rights Agent. (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby xxxxxx accepts such appointment. The Corporation may from time to time appoint such co-Rights Agents rights agents (“Co-Rights Agents”) as it may deem necessary or desirable, desirable subject to the prior written approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents will shall be as the Corporation may determine with the written approval of the Rights Agent and the Co-Rights Agent. The 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 reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (hereunder, including the reasonable fees and disbursements of any expert or advisor retained counsel and other experts consulted by the Rights Agent with the approval of the Corporationpursuant to Subsection 4.3(a). The Corporation also agrees to indemnify the Rights Agent and Agent, its officers, employeesdirectors, employees and agents and directors for for, and to hold them it harmless against any loss, liability, cost, claim, action, damage, suit or expense expense, incurred without negligence, bad faith or wilful 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 its reasonable legal costs and expenses of defending against any claim of liabilityexpenses, which right to indemnification will survive the termination of this Agreement or the removal or resignation or removal of the Rights Agent. In no event will the Rights Agent be liable for special, indirect, consequential or punitive loss or damages of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damages.

The Rights Agent. (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such co-Rights Agents rights agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of the Rights Agent. In the event the Corporation appoints wishes to appoint one or more Co-Rights Agents, it shall provide reasonable notice of such appointment to the Rights Agent and the respective duties of the Rights Agent and Co-Rights Agents will shall be as the Corporation may determine with the approval consent of the Rights Agent (and the Co-Rights Agent). The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, time on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the fees and disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation)hereunder. The Corporation also agrees to indemnify the Rights Agent and its officers, employeesdirectors and employees for, agents and directors for and to hold them harmless against against, any loss, liability, costor expense, claim, action, damage, suit or expense incurred without negligence, bad faith or wilful 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 Agreement, including the reasonable costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. In no event will Agent or the Rights Agent be liable for special, indirect, consequential or punitive loss or damages termination of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such damagesthis Agreement.