Concerning the Rights Agent. 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 preparation, delivery, administration, execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the exercise and performance of its duties hereunder, including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 8 contracts
Samples: Rights Agreement (Ribapharm Inc), Rights Agreement (Autobytel Inc), Rights Agreement (Optical Communication Products Inc)
Concerning the Rights Agent. 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 preparation, negotiation, execution, delivery, administration, execution amendment and amendment administration 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, damage, judgment, fine, penalty, claim, demand, settlement, cost cost, liability or expenseexpense (including, without limitation, the reasonable fees and disbursements of counsel), incurred without gross negligence, bad faith negligence or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptanceexecution, acceptance and administration and execution of this Agreement or and the exercise and performance of its duties hereunderduties, including, without limitation, the costs and expenses of defending against and appealing any claim of liability in the premisesarising therefrom, directly or indirectly. The provisions of this Section 18 and Section 20 below (including, but not limited to, the This indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal expiration of the Rights AgentRights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The In the absence of gross negligence or willful misconduct, the Rights Agent is authorized and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Units or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent20.
Appears in 8 contracts
Samples: Rights Agreement (Crossroads Systems Inc), Rights Agreement (Think Partnership Inc), Rights Agreement (Image Entertainment Inc)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable such compensation as has been agreed to in writing by the Company and the Rights Agent 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 by the Rights Agent in the preparation, delivery, administration, administration and execution and amendment 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, damageobligation, judgmentdamage or expense (including reasonable attorneys’ fees and other professional services) (collectively, fine“Losses”), penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, other than for any action taken, suffered or omitted by Losses for which the Rights Agent would be liable pursuant to Section 20(c) hereof, in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, the costs and expenses of defending against any claim of liability by the Company under this Agreement. Without limiting the generality of the foregoing, and in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited toaddition thereto, the indemnity provided herein) shall survive Company agrees that the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability and shall be indemnified for and held harmless by the Company against any and all Losses for, or in respect of of, any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement (i) in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or (ii) otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental indirect or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to the amount form of fees paid by the Company to the Rights Agentaction.
Appears in 7 contracts
Samples: Rights Agreement (Self Storage Group, Inc.), Rights Agreement (Self Storage Group, Inc.), Rights Agreement (Global Income Fund, Inc.)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (including the reasonable fees and expenses of counsel), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of this Section 18 and Section 20 below any kind whatsoever (including, including but not limited toto lost profits), even if the indemnity provided herein) shall survive the exercise or expiration Rights Agent has been advised of the Rights, the termination likelihood of this Agreement and the resignation such loss or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companydamage. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. In addition to the foregoing, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to have any duty or notice the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless and until the Company has provided the Rights Agent with shall have actual written notice. Anything in this Agreement knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (Certification including, but not limited towithout limitation, lost profits), even if the Rights Agent has been advised of the possibility any refusal to honor any otherwise permissible assignment or election by reason of such loss non-execution or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentfailure.
Appears in 7 contracts
Samples: Rights Agreement (Trimas Corp), Rights Agreement (Gentiva Health Services Inc), Rights Agreement (Lexmark International Group Inc)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment 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, damageor expense (including, judgmentwithout limitation, fine, penalty, claim, demand, settlement, cost or expensethe reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions premises and the enforcement of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) indemnification. This indemnification shall survive the termination of this Agreement, the exercise of or expiration of the Rights, the termination of this Agreement Rights and the resignation resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, persons or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent20.
Appears in 5 contracts
Samples: Rights Agreement (Christopher & Banks Corp), Rights Agreement (Heartland Financial Usa Inc), Rights Agreement (WPCS International Inc)
Concerning the Rights Agent. 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 preparation, negotiation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlementsettlement or expense (including without limitation, cost or expense, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (each as determined by a final, nonappealable judgment of a court of competent jurisdiction), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premisesconnection herewith. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the CompanyCompany to the extent that the Rights Agent is successful in so enforcing its right of indemnification. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damagedamage and regardless of the form of action. Any The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until it has received such notice. The provisions of this Section 18 and Section 20 hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights Agent under this Agreement shall be limited to and the amount resignation, replacement or removal of fees paid by the Company to the Rights Agent.
Appears in 5 contracts
Samples: Rights Agreement (Energizer Holdings Inc), Agreement and Plan of Merger (Hospitality Distribution Inc), Rights Agreement (Synacor, 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 and to time, on demand of reimburse the Rights AgentAgent for all reasonable expenses, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost damage, cost, liability or expense, including, without limitation, the reasonable fees and expenses of legal counsel, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent pursuant to this Agreement or in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall will be limited to the amount of fees paid by the Company to the Rights Agent. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights, and the resignation, replacement or removal of the Rights Agent.
Appears in 4 contracts
Samples: Rights Agreement (Technology Research Corp), Rights Agreement (Sri Surgical Express Inc), Rights Agreement (HSN, Inc.)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (including the reasonable fees and expenses of counsel), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of this Section 18 and Section 20 below any kind whatsoever (including, including but not limited toto lost profits), even if the indemnity provided herein) shall survive the exercise or expiration Rights Agent has been advised of the Rights, the termination likelihood of this Agreement and the resignation such loss or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companydamage. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed exe- cuted and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. In addition to the foregoing, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to have any duty or notice the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless and until the Company has provided the Rights Agent with shall have actual written notice. Anything in this Agreement knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (Certification including, but not limited towithout limitation, lost profits), even if the Rights Agent has been advised of the possibility any refusal to honor any otherwise permissible assignment or election by reason of such loss non-execution or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentfailure.
Appears in 4 contracts
Samples: Rights Agreement (Sunburst Hospitality Corp), Rights Agreement (Choice Hotels International Inc /De), Rights Agreement (Choice Hotels International Inc /De)
Concerning the Rights Agent. 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 preparation, execution, delivery, administration, execution amendment and amendment administration 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including the reasonable fees and expenses of counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as may be finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in on the premises. The provisions Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of this Section 18 and Section 20 below any kind whatsoever (including, including but not limited toto lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The indemnity provided herein) herein shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal termination and the expiration of the Rights AgentRights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Any liability of the Rights Agent under this Rights Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. In addition to the foregoing, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed protected and shall incur no liability for, or in respect of, any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon (i) the execution of the certification concerning beneficial ownership appended to have any duty or notice the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless and until the Company has provided the Rights Agent with shall have actual written notice. Anything in this Agreement knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (Certification including, but not limited towithout limitation, lost profits), even if the Rights Agent has been advised of the possibility any refusal to honor any otherwise permissible assignment or election by reason of such loss non-execution or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentfailure.
Appears in 4 contracts
Samples: Rights Agreement (Anchor Glass Container Corp /New), Rights Agreement (Anchor Glass Container Corp /New), Rights Agreement (Anchor Glass Container Corp /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 expenses, counsel fees and other disbursements incurred in the preparation, negotiation, delivery, administration, execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of one legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Rights Agreement, including, without limitation, including the costs and expenses of defending against and appealing any claim of liability in the premises. The provisions arising therefrom, directly or indirectly (except upon such a final determination of this Section 18 and Section 20 below (includinggross negligence, but not limited to, the indemnity provided herein) shall survive the exercise bad faith or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agentwillful misconduct). The costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it Company (subject to reimbursement in connection with, the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability a final determination of the Rights Agent under Agent’s gross negligence, bad faith or willful misconduct). The provisions of this Agreement Section 18 and Section 20 shall be limited to survive the amount termination of fees paid by this Rights Agreement, the Company to exercise, redemption or expiration of the Rights and the resignation, removal or replacement of the Rights Agent.
Appears in 4 contracts
Samples: Section 382 Rights Agreement (Reinsurance Group of America Inc), Section 382 Rights Agreement (Reinsurance Group of America Inc), Section 382 Rights Agreement (Reinsurance Group of America Inc)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon, and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, administration, execution and amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptanceexecution, acceptance and, administration and execution of this Agreement or the of, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of or liability arising therefrom or in the premisesconnection therewith, directly or indirectly. The provisions of under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, Rights and the termination of this Agreement and the resignation resignation, replacement or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be fully authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in each case in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith, unless and until the Company it has provided the Rights Agent with actual written noticereceived such notice in writing. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, including lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to the amount form of fees paid by the Company to the Rights Agentaction.
Appears in 4 contracts
Samples: Rights Agreement (Clear Channel Outdoor Holdings, Inc.), Rights Agreement (Express, Inc.), Rights Agreement (Six Flags Entertainment Corp)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of or liability in the premisesconnection therewith. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity indemnification provided herein) for hereunder shall survive the exercise or expiration of the Rights, Rights and the termination of this Agreement and the resignation or removal of the Rights AgentAgreement. The costs and expenses incurred in of enforcing this right of indemnification shall also be paid by the Company. The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental indirect or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to form of the amount of fees paid by the Company to the Rights Agentaction.
Appears in 4 contracts
Samples: Rights Agreement (Bioclinica Inc), Rights Agreement (TXCO Resources Inc), Rights Agreement (Quintana Maritime LTD)
Concerning the Rights Agent. The agreements set forth in this Section 18 shall survive termination of the Agreement and the payments of all amounts hereunder. 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 preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost liability or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (including the reasonable fees and expenses of counsel), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares Common Stock or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. In addition to the foregoing, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification appended to have any duty or notice the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless and until the Company has provided the Rights Agent with shall have actual written notice. Anything in this Agreement knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (Certification including, but not limited towithout limitation, lost profits), even if the Rights Agent has been advised of the possibility any refusal to honor any otherwise permissible assignment or election by reason of such loss nonexecution or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentfailure.
Appears in 4 contracts
Samples: Rights Agreement (National Fuel Gas Co), Rights Agreement (National Fuel Gas Co), Rights Agreement (National Fuel Gas Co)
Concerning the Rights Agent. 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 preparation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, willful misconduct or bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunder, including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights AgentAgreement. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares Common Stock or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The In addition to the foregoing, the Rights Agent shall not be deemed protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification appended to have any duty or notice the Form of Assignment and the Form of Election to Purchase included as part of Exhibit A hereto (the “Certification”), unless and until the Company has provided the Rights Agent with actual written noticeAgent’s reliance is in bad faith or is willful misconduct or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such nonexecution or failure. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, punitivepunative, indirect, consequential or incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profitsprofit), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the form of the action, and the Company agrees to indemnify the Rights Agent under this Agreement shall be and to hold it harmless against any loss, liability or expense incurred as a result of claims for special, punitive, indirect, consequential or incidental loss or damages of any kind whatsoever (including but not limited to the amount of fees paid by the Company to the Rights Agentlost profits).
Appears in 4 contracts
Samples: Rights Agreement (National Fuel Gas Co), Rights Agreement (National Fuel Gas Co), Rights Agreement (National Fuel Gas Co)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon, and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, administration, execution and amendment amendment, of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptanceexecution, acceptance and, administration and execution of this Agreement or the of, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of or liability arising therefrom or in the premisesconnection therewith, directly or indirectly. The provisions of under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, Rights and the termination of this Agreement and the resignation resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be fully authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in each case in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith, unless and until the Company it has provided the Rights Agent with actual written noticereceived such notice in writing. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, including lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to the amount form of fees paid by the Company to the Rights Agentaction.
Appears in 3 contracts
Samples: Rights Agreement (El Pollo Loco Holdings, Inc.), Section 382 Rights Agreement (Carvana Co.), Section 382 Rights Agreement (Carvana Co.)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment 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, damageor expense (including, judgmentwithout limitation, fine, penalty, claim, demand, settlement, cost or expensethe reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted to be done by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions premises and the enforcement of this indemnification. This Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the termination of this Agreement, the exercise of or expiration of the Rights, the termination of this Agreement Rights and the resignation resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, persons or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent20.
Appears in 3 contracts
Samples: Rights Agreement (Rent a Center Inc De), Rights Agreement (Rent a Center Inc De), Rights Agreement (Kindred Biosciences, Inc.)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent Agent, and its officers, agents and directors for, and to hold it each of them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered anything done or omitted by the Rights Agent or such indemnified party in connection with the acceptance, acceptance or administration and execution of this Agreement or the exercise and or performance of its duties hereunder, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected by the Company and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental indirect or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to form of the amount of fees paid by the Company to the Rights Agentaction.
Appears in 3 contracts
Samples: Rights Agreement (Aviation General Inc), Rights Agreement (Promedco Management Co), Rights Agreement (Securacom Inc)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment 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, liabilityliability or expense (including without limitation, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith, or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct (each as finally must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the part of the Rights Agent), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunder, including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights AgentAgreement. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. This indemnification shall survive the termination of this Agreement, the exercise of or expiration of the Rights and the resignation, replacement or removal of the Rights Agent. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares Stock or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where when necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent20.
Appears in 3 contracts
Samples: Rights Agreement (General Maritime Corp/), Rights Agreement (General Maritime Corp/), Rights Agreement (General Maritime Corp/)
Concerning the Rights Agent. 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 preparation, delivery, administrationamendment, administration and execution and amendment 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, damagedamages, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (as each is determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunder, including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights AgentAgreement. The costs and expenses incurred in enforcing this right of indemnification by the Rights Agent shall be paid by the CompanyCompany to the extent that the Rights Agent is entitled to indemnification under this Section 18. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until the Company it has provided the Rights Agent with actual written notice. Anything received such notice in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentwriting.
Appears in 3 contracts
Samples: Rights Agreement (Piper Jaffray Companies), Rights Agreement (Piper Jaffray Companies), Agreement (Piper Jaffray Companies)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon 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 preparation, execution, delivery, administration, execution amendment and amendment administration 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (includingarising therefrom, but not limited to, the indemnity provided herein) shall survive the exercise directly or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agentindirectly. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Common Shares or the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereofPersons. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until the Company it has provided the Rights Agent with actual written notice. Anything received such notice in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentwriting.
Appears in 3 contracts
Samples: Rights Agreement (Coach Inc), Rights Agreement (Coach Inc), Rights Agreement (Coach 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 preparation, negotiation, delivery, administrationamendment, administration and execution and amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent and its affiliates, directors, officers and other employees (collectively, the “Indemnitees”) for, and to hold it them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the part of the Rights AgentIndemnitees, for any action taken, suffered or omitted by the Rights Agent Indemnitees in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, the costs and expenses of defending against and appealing any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (includingarising therefrom, but not limited to, the indemnity provided herein) shall survive the exercise directly or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agentindirectly. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in In no event shall will the Rights Agent Indemnitees be liable for special, punitive, indirect, incidental incidental, punitive or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has Indemnitees have been advised of the possibility likelihood of such loss or damage. Any liability The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights Agent under this Agreement shall be limited to and the amount resignation or removal of fees paid by the Company to the Rights Agent.
Appears in 3 contracts
Samples: Preferred Stock Rights Agreement (Genesis Microchip Inc /De), Preferred Stock Rights Agreement (Genesis Microchip Inc /De), Preferred Stock Rights Agreement (Genesis Microchip Inc /De)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed to in writing by the Company and the Rights Agent 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 preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (each as determined by a final, nonappealable judgment of a court of competent jurisdiction), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the execution, acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim in connection herewith, directly or indirectly, or of liability in enforcing this right of indemnification shall also be paid by the premisesCompany. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be fully authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damagedamage and regardless of the form of action. Any liability The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent under shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in writing, and all notices or other instruments required by this Agreement shall to be limited to the amount of fees paid by the Company delivered to the Rights AgentAgent must, in order to be effective, be received by the Rights Agent as specified in Section 26 hereof.
Appears in 3 contracts
Samples: Rights Agreement (Eagle Bulk Shipping Inc.), Rights Agreement (Eagle Bulk Shipping Inc.), Rights Agreement
Concerning the Rights Agent. 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, preparation, delivery, administration, amendment and execution and amendment 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, damagedemand, judgment, fine, penalty, claim, demanddamage, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, including without limitation, limitation the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) herein shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal termination and the expiration of the Rights AgentRights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this Rights Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 3 contracts
Samples: Rights Agreement (Uti Energy Corp), Rights Agreement (Ilex Oncology Inc), Rights Agreement (Prima Energy Corp)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon, and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, administration, execution and amendment amendment, of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptanceexecution, acceptance and, administration and execution of this Agreement or the of, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of or liability arising therefrom or in the premisesconnection therewith, directly or indirectly. The provisions of under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, Rights and the termination of this Agreement and the resignation resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be fully authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in each case in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith, unless and until the Company it has provided the Rights Agent with actual written noticereceived such notice in writing. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to the amount form of fees paid by the Company to the Rights Agentaction.
Appears in 3 contracts
Samples: Rights Agreement (Synaptogenix, Inc.), Rights Agreement (Neurotrope, Inc.), Rights Agreement (Del Frisco's Restaurant Group, Inc.)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed in writing between the Company and the Rights Agent 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 expenses and other disbursements incurred in the preparation, delivery, administrationamendment, administration and execution and amendment of this Agreement and the administration, exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent Agent, its officers, employees, agents and directors for, and to hold it each of them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (in each case as determined by final, non-appealable decision of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent or such other indemnified party in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitationbut not limited to, the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agenthereunder. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, Company to the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided extent that the Rights Agent with actual written noticeis successful in so enforcing its rights of indemnification. Anything in The provisions of this Agreement to Section 19 and Section 18 above shall survive the contrary notwithstandingtermination of this Agreement, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental exercise or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised expiration of the possibility Rights, and the resignation, replacement or removal of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 3 contracts
Samples: Rights Agreement (Cytrx Corp), Rights Agreement (Cytrx Corp), Rights Agreement (Papa Johns International Inc)
Concerning the Rights Agent. 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 preparation, negotiation, delivery, administrationamendment, administration and execution and amendment 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, suit, action, proceeding, damage, judgment, fine, penalty, claim, demand, settlementsettlement or expense incurred (including without limitation, cost or expense, incurred the reasonable fees and expenses of legal counsel) without gross negligence, bad faith faith, or willful misconduct (each as finally determined by a final judgment of a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the of, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall will be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessaryexpressly required hereunder, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have or any duty written or notice unless and until oral instructions or statements from the Company has provided the with respect to any matter relating to its acting as Rights Agent with actual written noticeAgent. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damagedamage and regardless of the form of action. Any The Rights Agent will not be deemed to have knowledge of any event of which it was supposed to receive written notice thereof hereunder, and the Rights Agent will be fully protected and will incur no liability for failing to take any action in connection therewith unless and until it has received such notice. The provisions of this Section 18 and Section 20 will survive the termination of this Agreement, the exercise or expiration of the Rights Agent under this Agreement shall be limited to and the amount resignation, replacement or removal of fees paid by the Company to the Rights Agent.
Appears in 3 contracts
Samples: Rights Agreement (Jason Industries, Inc.), Rights Agreement (Jason Industries, Inc.), Rights Agreement (Hanger, Inc.)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent 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 preparation, delivery, administrationamendment, administration and execution and amendment 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 and all loss, liability, damagedamages, judgmentjudgments, finefines, penaltypenalties, claimclaims, demanddemands, settlementsettlements, cost costs or expenseexpenses (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderthis Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration for any of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agentforegoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. The Rights Agent shall be fully protected and shall incur no liability for, for or in respect of any action taken, suffered suffered, or omitted by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the any number of one one-thousandths of a share of Preferred Shares Stock, or for shares of Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 3 contracts
Samples: Rights Agreement (Riverstone Networks Inc), Rights Agreement (Enterasys Networks Inc /De/), Rights Agreement (Enterasys Networks Inc /De/)
Concerning the Rights Agent. 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 preparation, deliveryexecution, administration, execution delivery and amendment 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, fine, damage, judgment, finepenalty, penaltycost, claim, demand, settlement, cost settlement or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptanceexecution, acceptance and administration and execution of this Agreement or and the exercise and performance hereunder of its duties hereunderduties, including, without limitation, including the costs and expenses of defending against and appealing any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) herein shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal expiration of the Rights AgentRights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Units of Preferred Shares Stock or shares of Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 3 contracts
Samples: Rights Agreement (P Com Inc), Rights Agreement (P Com Inc), Rights Agreement (P Com Inc)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity indemnification provided herein) for hereunder shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in of enforcing this right of indemnification shall also be paid by the Company. The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Preference Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), ) even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to the amount form of fees paid by the Company to the Rights Agentaction.
Appears in 3 contracts
Samples: Rights Agreement (Nicor Inc), Rights Agreement (Nicor Inc), Rights Agreement (Nicor 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, preparation, delivery, administration, amendment and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) jurisdiction on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or exercise, termination and the expiration of the Rights and the removal of the Rights Agent. The Company shall pay the costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written noticeindemnification. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability of the Rights Agent under this Agreement shall will be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 3 contracts
Samples: Rights Agreement (Gartner Inc), Rights Agreement (Gartner Inc), Rights Agreement (Gartner Inc)
Concerning the Rights Agent. 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 preparation, delivery, administration, execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunder, including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the termination of this Agreement, the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be fully and completely authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 3 contracts
Samples: Rights Agreement (Internet America Inc), Rights Agreement (Internet America Inc), Rights Agreement (Bindview Development Corp)
Concerning the Rights Agent. 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 preparation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment decree or ruling of a court of competent jurisdiction ) for any action taken, suffered suffered, done or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions indemnity provided for herein shall survive the termination of this Section 18 Agreement and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this Rights Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of its counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.-45- 48
Appears in 2 contracts
Samples: Rights Agreement (Pharmchem Laboratories Inc), Rights Agreement (Pharmchem Laboratories Inc)
Concerning the Rights Agent. The Company Com- pany 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 preparation, delivery, administration, admin- istration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligenceneg- ligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (including the reasonable fees and expenses of counsel), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledgedacknowl- edged, by the proper person Person or personsPersons. In addition to the foregoing, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification appended to have any duty or notice the Form of Assignment and the Form of Election to Purchase included as part of Exhibit A hereto (the "Certification"), unless and until the Company has provided the Rights Agent with shall have actual written notice. Anything in this Agreement knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (Certification including, but not limited towithout limitation, lost profits), even if the Rights Agent has been advised of the possibility any refusal to honor any otherwise permissible assignment or elec- tion by reason of such loss non-execution or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentfailure.
Appears in 2 contracts
Samples: Rights Agreement (General Signal Corp), Rights Agreement (General Signal Corp)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses, including but not limited to the reasonable fees and expenses and counsel fees of its counsel, and other disbursements incurred in connection with the preparation, negotiation, delivery, administrationamendment, administration and execution and amendment of this Agreement Plan 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement Plan, or the exercise and or performance of its duties hereunder, including, including without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (includinghereunder, but not limited to, the indemnity provided herein) shall survive the exercise directly or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agentindirectly. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the CompanyCompany to the extent that the Rights Agent is successful, in whole or in part, with respect to such enforcement proceeding. The provisions of this Section 18 and Section 20 below shall survive the termination of this Plan, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent hereunder, including, without limitation, the reasonable costs and expenses of defending against a claim of liability hereunder. The Rights Agent shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted to be taken by it in connection with, the with its acceptance and administration of this Agreement Plan and the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares Stock or the Common Shares Stock or for any other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until the Company it has provided the Rights Agent with actual written received such notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Tax Benefit Preservation Plan (Leap Wireless International Inc), Tax Benefit Preservation Plan (Leap Wireless International Inc)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, fine penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as finally which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the part as a result of the Rights Agent, for any action takenanything done, suffered or omitted to be done by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties and responsibilities and exercise of its rights hereunder, including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (includingarising therefrom, but not limited to, the indemnity provided herein) shall survive the exercise directly or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agentindirectly. The costs and expenses incurred in of enforcing this right of indemnification shall will also be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement and the exercise and performance of its duties and responsibilities and the exercise of its rights hereunder, in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, or any instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice or opinion of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Hawk Corp), Rights Agreement (Hawk Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation hereunder, in accordance with a mutually agreed upon fee schedule, 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 preparation, negotiation, delivery, administration, administration and execution and amendment of this Agreement and the exercise and performance of its duties under this Agreement. Prior to transmitting to the Company the Purchase Price derived from the exercise of the Right Certificates, the Rights Agent is authorized to deduct therefrom an amount sufficient to pay in full any outstanding fees and expenses incurred in the performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct expense (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the exercise and performance of its duties hereunder, including, without limitation, the costs and expenses of defending against any claim of liability in liability), incurred or suffered by it, or to which it may become subject, without gross negligence, bad faith or willful misconduct on the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal part of the Rights AgentAgent (which gross negligence, bad fairth or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for anything done or omitted or suffered by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or of enforcing its rights under this Rights Agreement. The costs and expenses incurred in of enforcing this right of indemnification shall also be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Shareholder Rights Agreement, Shareholder Rights Agreement (Cel Sci Corp)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, administrationnegotiation, amendment, administration and execution and amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent (including employees, directors, officers and agents of the Rights Agent) for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent (including employees, directors, officers and agents of the Rights Agent) in connection with the execution, acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder of this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly, or enforcing its rights hereunder. The provisions obligations of the Company provided for under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, Rights and the termination of this Agreement and the resignation resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Barnes & Noble Education, Inc.), Rights Agreement (Barnes & Noble Education, Inc.)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon, and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, administration, execution and amendment amendment, of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptanceexecution, acceptance and, administration and execution of this Agreement or the of, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of or liability arising therefrom or in the premisesconnection therewith, directly or indirectly. The provisions of under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, Rights and the termination of this Agreement and the resignation resignation, replacement or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be fully authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in each case in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith, unless and until the Company it has provided the Rights Agent with actual written noticereceived such notice in writing. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, including lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to the amount form of fees paid by the Company to the Rights Agentaction.
Appears in 2 contracts
Samples: Section 382 Rights Agreement (Team Inc), Section 382 Rights Agreement (Gogo 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 expenses and other disbursements incurred in the administration, preparation, delivery, administration, amendment and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlementsettlement approved by the Company, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including but not limited to the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, Company to the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided extent that the Rights Agent with actual written noticeis successful in so enforcing its right of indemnification. Anything in The provisions of this Agreement to Section 18 and Section 20 hereof shall survive the contrary notwithstandingtermination of this Agreement, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental exercise or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability expiration of the Rights Agent under this Agreement shall be limited to and the amount resignation, replacement or removal of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Section 382 Rights Agreement (Cohen & Co Inc.), Section 382 Rights Agreement (Institutional Financial Markets, Inc.)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable such compensation as has been agreed to in writing by the Company and the Rights Agent 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 by the Rights Agent in the preparation, delivery, administration, administration and execution and amendment 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, damageobligation, judgmentdamage or expense (including reasonable attorneys' fees and other professional services) (collectively, fine"Losses"), penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, other than for any action taken, suffered or omitted by Losses for which the Rights Agent would be liable pursuant to Section 20(c) hereof, in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, the costs and expenses of defending against any claim of liability by the Company under this Agreement. Without limiting the generality of the foregoing, and in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited toaddition thereto, the indemnity provided herein) shall survive Company agrees that the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability and shall be indemnified for and held harmless by the Company against any and all Losses for, or in respect of of, any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement (i) in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or (ii) otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental indirect or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to the amount form of fees paid by the Company to the Rights Agentaction.
Appears in 2 contracts
Samples: Rights Agreement (Self Storage Group, Inc.), 4 Rights Agreement (Self Storage Group, Inc.)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, administrationnegotiation, amendment, administration and execution and amendment of this Agreement Plan 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of court of competent jurisdiction), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the execution, acceptance, administration of and execution of this Agreement or the exercise and performance of its duties hereunderunder this Plan, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (includingarising therefrom, but not limited to, the indemnity provided herein) shall survive the exercise directly or expiration of the Rights, the termination of this Agreement and the resignation indirectly or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companyits rights hereunder. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement Plan in reliance upon any Right Certificate or certificate for the Series A Preferred Shares or the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Persons. The provisions under this Section 18 and Section 20 hereof. The Rights Agent below shall not be deemed to have any duty or notice unless and until survive the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability expiration of the Rights Agent under and the termination of this Agreement Plan and the resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be limited to the amount of fees paid by the Company to the Rights AgentCompany.
Appears in 2 contracts
Samples: Sale Agreement (B. Riley Financial, Inc.), Tax Benefit Preservation Plan (Bebe Stores, Inc.)
Concerning the Rights Agent. The Company agrees to shall pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a mutually agreed upon fee schedule and, from time to time, on demand of the Rights Agent, reimburse the Rights Agent for its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, administrationamendment, administration and execution and amendment of this Agreement and the exercise and performance of its duties hereunder. The Company shall also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered suffered, or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim or liability arising therefrom, directly or indirectly, or enforcing its rights hereunder; provided, however, that the Rights Agent shall not settle or dispose of liability any claims in a manner that affects the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, Company’s rights or interests without the indemnity provided herein) shall survive the exercise or expiration prior written consent of the RightsCompany, the termination of this Agreement and the resignation which consent shall not be unreasonably withheld, conditioned or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companydelayed. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted to be taken by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for any other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed in the absence of bad faith by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive written notice thereof hereunder, but for which it has not received a written notice, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until the Company it has provided the Rights Agent with actual received a written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (New York City REIT, Inc.), Rights Agreement (Healthcare Trust, Inc.)
Concerning the Rights Agent. The Company Trust 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 preparation, delivery, administrationamendment, administration and execution and amendment of this Agreement and the exercise and performance of its duties hereunder. The Company Trust also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpenses (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, Agent for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderthis Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the CompanyTrust. The provisions of this Section 18 and Section 20(c) below shall survive the termination of this Agreement, the exercise or expiration of the Rights or the resignation or removal of the Rights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the CompanyTrust, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Archstone Smith Operating Trust), Rights Agreement (Archstone Smith Trust)
Concerning the Rights Agent. 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 preparation, negotiation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlementsettlement or expense (including without limitation, cost or expense, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (each as determined by a final, nonappealable judgment of a court of competent jurisdiction), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premisesconnection herewith. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the CompanyCompany to the extent that the Rights Agent is successful in so enforcing its right of indemnification (as determined by a final, nonappealable judgment of a court of competent jurisdiction). The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damagedamage and regardless of the form of action. Any The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice. The provisions of this Section 18 and Section 20 hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights Agent under this Agreement shall be limited to and the amount resignation, replacement or removal of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Equitrans Midstream Corp), Rights Agreement
Concerning the Rights Agent. 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, legal fees and other disbursements incurred in the preparation, delivery, acceptance, administration, execution and amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent Agent, and its officers, agents and directors for, and to hold it each of them harmless against, any loss, liability, damage, judgment, ruling (interlocutory or final), fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent or such indemnified party in connection with the acceptance, acceptance or administration and execution of this Agreement or the exercise and or performance of its duties hereunder, including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination or expiration of this Agreement Agreement, and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent may conclusively rely upon and shall be authorized and protected by the Company and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, punitive, indirectincidental, incidental indirect or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damagedamage and regardless of the form of the action. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent; provided, however, with respect to liability arising from the bad faith or willful misconduct (as finally determined by a court of competent jurisdiction) of the Rights Agent, the liability of the Rights Agent shall not be so limited.
Appears in 2 contracts
Samples: Rights Agreement (Expressjet Holdings Inc), Rights Agreement (Expressjet Holdings Inc)
Concerning the Rights Agent. 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 by the Rights Agent in the preparation, delivery, administrationamendment, administration and execution and amendment 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, damageobligation, judgmentdamage or expense (including reasonable attorneys' fees and expenses and other professional services) (collectively, fine"LOSSES"), penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, other than for any action taken, suffered or omitted by Losses for which the Rights Agent would be liable pursuant to SECTION 20(c) hereof, in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, the costs and expenses of defending against any claim of liability in by the premises. The provisions of Company under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights AgentAgreement. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this SECTION 18 and SECTION 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent. Without limiting the generality of the foregoing, and in addition thereto, the Company agrees that the Rights Agent shall be authorized and protected and shall incur no liability and shall be indemnified for and held harmless by the Company against any and all Losses for, or in respect of of, any action taken, suffered or omitted by it in connection with, the its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder (i) in reliance upon any Right Certificate or Certificate, certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or (ii) otherwise upon the advice of counsel as set forth in Section SECTION 20 hereof. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until the Company it has provided the Rights Agent with actual written noticereceived such notice in writing. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for any special, punitive, indirect, consequential or incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to the amount form of fees paid by the Company to the Rights Agentaction.
Appears in 2 contracts
Samples: Rights Agreement (DWS Rreef Real Estate Fund, Inc.), Rights Agreement (DWS Rreef Real Estate Fund Ii, Inc.)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution of this Agreement and any amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunder, including, without limitation, the under this Agreement. The costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 premises and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Notwithstanding anything to the contrary contained herein, in no case will the Rights Agent be liable for special, indirect, punitive, indirect, incidental or consequential loss or damages whatsoever (including but not limited to lost profits) of any kind whatsoever, even if the Rights Agent has been advised of the likelihood of such loss or damages. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation, removal or replacement of the Rights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until the Company it has provided the Rights Agent with actual written notice. Anything received such notice in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentwriting.
Appears in 2 contracts
Samples: Rights Agreement, Rights Agreement (W R Grace & Co)
Concerning the Rights Agent. 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 preparation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, the costs and expenses of defending against any claim of liability in the premisesand appealing any claim of liability arising therefrom, directly or indirectly. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the termination of this Agreement, the exercise or expiration of the Rights, the termination of this Agreement Rights and the resignation resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and in the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the representing Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where when necessary, verified or acknowledgedverified, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.guaranteed
Appears in 2 contracts
Samples: Rights Agreement (Avigen Inc \De), Rights Agreement (Avigen Inc \De)
Concerning the Rights Agent. 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 preparation, deliverydeliver, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (includingarising, but not limited todirectly or indirectly, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agenttherefrom. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive the resignation, replacement, removal or substitution of the Rights Agent, the termination of this Agreement and the exercise or expiration of the Rights. Anything to the contrary notwithstanding, in no case shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until the Company it has provided the Rights Agent with actual written received such notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Nanophase Technologies Corporation), Rights Agreement (Nanophase Technologies Corporation)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross incurred, in the absence of negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (includingIn no case shall the Corporation be liable with respect to any action, but not limited toproceeding, suit or claim against the indemnity provided herein) Rights Agent unless the Rights Agent shall survive have notified the exercise Corporation, by letter or expiration by facsimile confirmed by letter, of the Rightsassertion of any action, the termination of this Agreement and the resignation proceeding, suit or removal of claim against the Rights Agent, promptly after the Rights Agent shall have notice of any such assertion of an action, proceeding, suit or claim or have been served with the summons or other first legal action, proceeding suit or claim. The costs Corporation shall be entitled to participate at its own expense in the defense of any such action, proceeding, suit or claim, and, if the Corporation so elects, the Corporation shall assume the defense of any such action, proceeding, suit or claim. In the event that the Corporation assumes such defense, the Corporation shall not thereafter be liable for the fees and expenses incurred in enforcing this right of indemnification shall be paid any additional counsel retained by the CompanyRights Agent, so long as the Corporation shall retain counsel satisfactory to the Rights Agent, in the exercise of its reasonable judgment, to defend such action, proceeding, suit or claim. The Rights Agent agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Corporation without the prior written consent of the Corporation. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the CompanyCorporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Ipalco Enterprises Inc), Rights Agreement (Ipalco Enterprises 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 preparation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, incurred without gross negligencelimitation, bad faith or willful misconduct (each as finally determined by a court the reasonable fees and expenses of competent jurisdictionlegal counsel) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premisespremises and of enforcing this rights of indemnification; provided, however, that the Company shall not be liable under this Section 18(a) to the extent a court of competent jurisdiction shall have determined by a final, non-appealable order, judgment, decree or ruling that such loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense resulted from any action taken, suffered or omitted by the Rights Agent through its gross negligence, bad faith or willful misconduct. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights, the termination of this Agreement Rights and the resignation resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Coast Distribution System Inc), Rights Agreement (National Healthcare Corp)
Concerning the Rights Agent. 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 preparation, deliveryexecution, administration, execution delivery and amendment 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, fine, damage, judgment, finepenalty, penaltycost, claim, demand, settlement, cost settlement or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) herein shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal termination and the expiration of the Rights AgentRights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Anything herein to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent may conclusively rely on and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Us Foodservice/Md/), Rights Agreement (Us Foodservice/Md/)
Concerning the Rights Agent. 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 preparation, delivery, administration, execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and or performance of its duties hereunder, including, without limitation, the reasonable costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) herein shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal termination and the expiration of the Rights AgentRights. The reasonable costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be authorized to rely on, shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the its acceptance and administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (PNC Financial Services Group Inc), Rights Agreement (PNC Financial Services Group Inc)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder hereunder, as mutually agreed in writing by the Rights Agent, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, expense incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, oral or written direction, consent, certificate, instruction, statement, or other paper or document or oral instruction believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. The Rights Agent shall not Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be deemed provided under this Agreement, whether in contract, or in tort, or otherwise, other than liabilities attributable to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstandingAgent’s gross negligence willful misconduct or bad faith, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not is limited to, lost profits)and shall not exceed, even if the Rights Agent has been advised of the possibility of such loss amounts paid or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid payable hereunder by the Company to the Rights AgentAgent as fees and charges, but not including reimbursable expenses.
Appears in 2 contracts
Samples: Rights Agreement (AgFeed Industries, Inc.), Rights Agreement (AgFeed Industries, Inc.)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (including the reasonable fees and expenses of counsel), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. In addition to the foregoing, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to have any duty or notice the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless and until the Company has provided the Rights Agent with shall have actual written notice. Anything in this Agreement knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (Certification including, but not limited towithout limitation, lost profits), even if the Rights Agent has been advised of the possibility any refusal to honor any otherwise permissible assignment or election by reason of such loss non-execution or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentfailure.
Appears in 2 contracts
Samples: Rights Agreement (New Century Energies Inc), Rights Agreement (New Century Energies 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 in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable and documented expenses and counsel fees and disbursements and other disbursements incurred in the preparation, deliverynegotiation, execution, administration, execution delivery and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) that is paid, incurred or to which it becomes subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as finally which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the execution, acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the reasonable costs and expenses of defending against any claim of liability in the premises. The provisions arising therefrom, directly or indirectly, or of enforcing its rights under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights AgentAgreement. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, to the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided extent that the Rights Agent with actual written notice. Anything is successful in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage so enforcing its right of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentindemnification.
Appears in 2 contracts
Samples: Rights Agreement (ASA Gold & Precious Metals LTD), Rights Agreement (ASA Gold & Precious Metals 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 disbursements and other disbursements incurred in the preparation, delivery, administration, execution and amendment or administration 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the exercise and or performance of its duties hereunder, including, without limitation, including the costs and expenses of defending against any claim of liability in the premisesliability. The provisions of this Section 18 and Section 20 below (includingRights Agent shall promptly notify the Company, but not limited toby letter or by facsimile confirmed by letter, the indemnity provided herein) shall survive the exercise or expiration of the Rightsassertion of any action, the termination of this Agreement and the resignation proceeding, suit or removal of claim against the Rights Agent, promptly after the Rights Agent shall have notice of any such assertion of an action, proceeding, suit or claim. The Company shall be entitled to participate at its own expense in the defense of any such action, proceeding, suit or claim, and, if the Company so elects, the Company shall assume the defense of any such action, proceeding, suit or claim. In the event that the Company assumes such defense, the Company shall not thereafter be liable for the fees and expenses of any additional counsel retained by the Rights Agent, so long as the Company shall retain counsel satisfactory to the Rights Agent, in the exercise of its reasonable judgment, to defend such action, proceeding, suit or claim. The Rights Agent agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Company without the prior written consent of the Company. The costs and expenses incurred in of enforcing this right of indemnification shall also be paid by the Company. The Rights Agent indemnification provided for hereunder shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, survive the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability expiration of the Rights Agent under and the termination of this Agreement shall be limited to the amount of fees paid by the Company to the Rights AgentAgreement.
Appears in 2 contracts
Samples: Rights Agreement (Iteq Inc), Rights Agreement (Iteq Inc)
Concerning the Rights Agent. The agreements set forth in this Section 18 shall survive termination of the Agreement and the payments of all amounts hereunder. 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 preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost liability or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (including the reasonable fees and expenses of counsel), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares Common Stock or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. In addition to the foregoing, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification appended to have any duty or notice the Form of Assignment and the Form of Election to Purchase included as part of Exhibit A hereto (the “Certification”), unless and until the Company has provided the Rights Agent with shall have actual written notice. Anything in this Agreement knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (Certification including, but not limited towithout limitation, lost profits), even if the Rights Agent has been advised of the possibility any refusal to honor any otherwise permissible assignment or election by reason of such loss nonexecution or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentfailure.
Appears in 2 contracts
Samples: Rights Agreement (National Fuel Gas Co), Rights Agreement (National Fuel Gas Co)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursement and other disbursements incurred in the preparation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the termination of this Agreement, the exercise or expiration of the Rights, the termination of this Agreement Rights and the resignation resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until the Company it has provided the Rights Agent with actual written received such notice. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall will the Rights Agent be liable for special, punitive, indirect, incidental indirect or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to the amount form of fees paid by the Company to the Rights Agentaction.
Appears in 2 contracts
Samples: Rights Agreement (Pericom Semiconductor Corp), Rights Agreement (Pericom Semiconductor Corp)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed to in writing between the Company and the Rights Agent 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 preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, the costs and expenses of defending against any claim (whether asserted by the Company, a holder of Rights, or any other Person) of liability in the premises, including reasonable attorney's fees and expenses. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity indemnification provided herein) for hereunder shall survive the exercise or expiration of the Rights, Rights and the termination of this Agreement and the resignation or removal of the Rights AgentAgreement. The costs cost and expenses incurred in expense of enforcing this right of indemnification shall also be paid by the Company. The Rights Agent may rely conclusively upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereofPersons. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental indirect or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such the loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to form of the amount of fees paid by the Company to the Rights Agentaction.
Appears in 2 contracts
Samples: Rights Agreement (Valassis Communications Inc), Rights Agreement (Valassis Communications Inc)
Concerning the Rights Agent. The Company Com- pany 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 preparation, delivery, administration, admin- istration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost liability or expense, incurred without gross negligenceneg- ligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (including the reasonable fees and expenses of counsel), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares Common Stock or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. In addition to the foregoing, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification appended to have any duty or notice the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless and until the Company has provided the Rights Agent with shall have actual written notice. Anything in this Agreement knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (Certification including, but not limited towithout limitation, lost profits), even if the Rights Agent has been advised of the possibility any refusal to honor any otherwise permissible assignment or elec- tion by reason of such loss non-execution or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentfailure.
Appears in 2 contracts
Samples: Rights Agreement (Consolidated Natural Gas Co), Rights Agreement (Consolidated Natural Gas Co)
Concerning the Rights Agent. 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 preparation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, the costs and expenses of defending against any claim of liability in and appealing any claim of liability arising therefrom, directly or indirectly. The costs and expenses of enforcing this right of indemnification shall also be paid by the premisesCompany. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the termination of this Agreement, the exercise or expiration of the Rights, the termination of this Agreement Rights and the resignation resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and in the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the representing Preferred Shares Stock or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where when necessary, verified verified, guaranteed or acknowledged, acknowledged by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereofbelow. The Rights Agent shall not be deemed to have any duty or knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until the Company it has provided the Rights Agent with actual written noticereceived such notice in writing. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, indirect, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damagedamage and regardless of the form of the action. Any liability of the Rights Agent under this Agreement shall will be limited to the amount of annual fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Strategic Hotels & Resorts, Inc), Rights Agreement (Strategic Hotels & Resorts, Inc)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, administration, execution execution, delivery and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, (including the reasonable fees and expenses of legal counsel) that may be paid or incurred or to which it may become subject without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as finally which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered anything done or omitted by the Rights Agent in connection with the execution, acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder of this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premisesconnection therewith, directly or indirectly, or of enforcing its rights under this Agreement. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or exercise, termination and expiration of the Rights, the termination of this Agreement and the resignation resignation, replacement or removal of the Rights AgentAgent and the termination of this Agreement. The costs and expenses incurred in of enforcing this right of indemnification shall also be paid by the Company. The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, punitive, indirectincidental, incidental indirect or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damagedamage and regardless of the form of the action. Any The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has received such notice in writing. Notwithstanding anything to the contrary herein, any liability of the Rights Agent under this Agreement shall be limited to the amount of fees (but not including any reimbursed costs) paid by the Company to the Rights AgentAgent during the twelve (12) months immediately preceding the event for which recovery from the Rights Agent is being sought.
Appears in 2 contracts
Samples: Rights Agreement (Allied Gaming & Entertainment Inc.), Rights Agreement (MEI Pharma, Inc.)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon, and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, administration, execution and amendment amendment, of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptanceexecution, acceptance and, administration and execution of this Agreement or the of, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of or liability arising therefrom or in the premisesconnection therewith, directly or indirectly. The provisions of under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, Rights and the termination of this Agreement and the resignation resignation, replacement or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be fully authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in each case in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith, unless and until the Company it has provided the Rights Agent with actual written noticereceived such notice in writing. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to the amount form of fees paid by the Company to the Rights Agentaction.
Appears in 2 contracts
Samples: Section 382 Rights Agreement (Chesapeake Energy Corp), Section 382 Rights Agreement (Whiting Petroleum Corp)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, administrationnegotiation, amendment, administration and execution and amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered suffered, or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly, or enforcing its rights hereunder. The provisions of provided for under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, Rights and the termination of this Agreement and the resignation resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be fully authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted to be taken by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the CompanyCompany (including in the case of uncertificated securities, by notation in book entry accounts reflecting ownership), instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 21 hereof. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith, unless and until the Company it has provided the Rights Agent with actual written notice. Anything received such notice in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentwriting.
Appears in 2 contracts
Samples: Rights Agreement (Skullcandy, Inc.), Rights Agreement (Legacy Education Alliance, Inc.)
Concerning the Rights Agent. 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 preparation, execution, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (including the reasonable fees and expenses of counsel), for any action act taken, suffered or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, including without limitation, limitation the costs and expenses of defending against any claim of liability in the premises. The provisions Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of this Section 18 and Section 20 below any kind whatsoever (including, including but not limited toto lost profits), even if the indemnity provided herein) shall survive the exercise or expiration Rights Agent has been advised of the Rights, the termination likelihood of this Agreement and the resignation such loss or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companydamage. The Rights Agent shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. In addition to the foregoing, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to have any duty or notice the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless and until the Company has provided the Rights Agent with shall have actual written notice. Anything in this Agreement knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (Certification including, but not limited towithout limitation, lost profits), even if the Rights Agent has been advised of the possibility any refusal to honor any otherwise permissible assignment or election by reason of such loss non-execution or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentfailure.
Appears in 2 contracts
Samples: Rights Agreement (Engelhard Corp), Rights Agreement (Engelhard Corp)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (including the reasonable fees and expenses of counsel), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsementendorse- ment, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. In addition to the foregoing, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to have any duty or notice the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless and until the Company has provided the Rights Agent with shall have actual written notice. Anything in this Agreement knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (Certification including, but not limited towithout limitation, lost profits), even if the Rights Agent has been advised of the possibility any refusal to honor any otherwise permissible assignment or election by reason of such loss non-execution or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentfailure.
Appears in 2 contracts
Samples: Rights Agreement (First Industrial Realty Trust Inc), Rights Agreement (New Century Energies Inc)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (including the reasonable fees and expenses of counsel), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of this Section 18 and Section 20 below any kind whatsoever (including, including but not limited toto lost profits), even if the indemnity provided herein) shall survive the exercise or expiration Rights Agent has been advised of the Rights, the termination likelihood of this Agreement and the resignation such loss or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companydamage. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsementendorse- ment, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. In addition to the foregoing, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to have any duty or notice the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless and until the Company has provided the Rights Agent with shall have actual written notice. Anything in this Agreement knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (Certification including, but not limited towithout limitation, lost profits), even if the Rights Agent has been advised of the possibility any refusal to honor any otherwise permissible assignment or election by reason of such loss non-execution or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentfailure.
Appears in 2 contracts
Samples: Rights Agreement (Lydall Inc /De/), Rights Agreement (Lydall Inc /De/)
Concerning the Rights Agent. 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, preparation, delivery, administration, amendment and execution and amendment 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, damage, judgmentjudgement, fine, penalty, claim, demand, settlement, cost or expense, expense incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, amendment and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, including without limitation, limitation the costs and expenses of defending against any claim of liability arising therefrom directly or indirectly in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) herein shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal termination and expiration of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the CompanyRights. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Incorporated Rights Agreement (Hercules Inc), Hercules Inc
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith negligence or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptanceexecution, acceptance and administration and execution of this Agreement or and the exercise and performance hereunder of its duties hereunderduties, including, without limitation, including the costs and expenses of defending against and appealing any claim of liability in the premises. The provisions Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of this Section 18 and Section 20 below any kind whatsoever (including, including but not limited toto lost profits), even if the Rights Agent has been advised of the likelihood of such damages. The indemnity provided herein) herein shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal expiration of the Rights AgentRights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Units of Preferred Shares Stock or shares of Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Dura Pharmaceuticals Inc), Rights Agreement (Dura Pharmaceuticals Inc)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment 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, damageor expense (including, judgmentwithout limitation, fine, penalty, claim, demand, settlement, cost or expensethe reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions premises and the enforcement of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) indemnification. This indemnification shall survive the termination of this Agreement, the exercise of or expiration of the Rights, the termination of this Agreement Rights and the resignation resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, persons or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent20.
Appears in 2 contracts
Samples: Rights Agreement (Iteris, Inc.), Rights Agreement (Iteris, 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 preparation, delivery, administration, execution and amendment 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, damage, judgmentjudgement, fine, penalty, claim, demand, settlement, cost or expenseexpense (including without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or in the exercise and performance of its duties hereunder, including, without limitation, the costs and expenses of defending against any claim of liability in the premisesunder this Agreement. The provisions indemnity provided for herein shall survive the termination of this Section 18 Agreement and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability of the Rights Agent under this Rights Agreement shall will be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Ballantyne of Omaha Inc), Rights Agreement (Ballantyne of Omaha Inc)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed to in writing between the Company and the Rights Agent 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 preparation, delivery, administrationacceptance, administration and execution and amendment 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, damagedamages, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which each must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunder, including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights AgentAgreement. The costs and expenses incurred in enforcing this right of indemnification by the Rights Agent shall be paid by the CompanyCompany to the extent that the Rights Agent is entitled to indemnification under this Section 18. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Mens Wearhouse Inc), Rights Agreement (Hampshire Group LTD)
Concerning the Rights Agent. 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 preparation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (includingarising, but not limited todirectly or indirectly, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agenttherefrom. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive the exercise or expiration of the Rights, the resignation, removal or substitution of the Rights Agent, or the termination of this Agreement. Anything to the contrary notwithstanding, in no case shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Zebra Technologies Corp/De), Rights Agreement (Zebra Technologies Corp/De)
Concerning the Rights Agent. The Company Corporation agrees to pay to the Rights Agent reasonable such compensation as shall be agreed to in writing between the Corporation and the Rights Agent 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 preparation, negotiation, execution, delivery, administration, execution amendment and amendment administration 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, damage, judgment, fine, penalty, claim, demand, settlement, cost liability or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, including without limitation, limitation the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the CompanyCorporation. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of of, any action taken, suffered or omitted by it in connection with, the its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the CompanyCorporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document (collectively, “Documents”) believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Telewest Global Inc), Rights Agreement (Telewest Global Inc)
Concerning the Rights Agent. 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 by the Rights Agent in the preparation, delivery, administrationamendment, administration and execution and amendment 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, damageobligation, judgmentdamage or expense (including reasonable attorneys’ fees and expenses and other professional services) (collectively, fine“LOSSES”), penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, other than for any action taken, suffered or omitted by Losses for which the Rights Agent would be liable pursuant to SECTION 20(c) hereof, in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, the costs and expenses of defending against any claim of liability in by the premises. The provisions of Company under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights AgentAgreement. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this SECTION 18 and SECTION 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent. Without limiting the generality of the foregoing, and in addition thereto, the Company agrees that the Rights Agent shall be authorized and protected and shall incur no liability and shall be indemnified for and held harmless by the Company against any and all Losses for, or in respect of of, any action taken, suffered or omitted by it in connection with, the its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder (i) in reliance upon any Right Certificate or Certificate, certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or (ii) otherwise upon the advice of counsel as set forth in Section SECTION 20 hereof. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until the Company it has provided the Rights Agent with actual written noticereceived such notice in writing. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for any special, punitive, indirect, consequential or incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to the amount form of fees paid by the Company to the Rights Agentaction.
Appears in 2 contracts
Samples: Rights Agreement (DWS Rreef Real Estate Fund, Inc.), Rights Agreement (DWS Rreef Real Estate Fund Ii, 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 out of pocket expenses, including the reasonable fees and disbursements of its counsel, and other disbursements disbursements, incurred in connection with the preparation, negotiation, delivery, administrationamendment, administration and execution and amendment of this Agreement Plan 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement Plan, or the exercise and or performance of its duties hereunder, including, including without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (includinghereunder, but not limited to, the indemnity provided herein) shall survive the exercise directly or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agentindirectly. The costs and expenses incurred in successfully enforcing this right of indemnification shall be paid by the Company. The Rights Agent provisions of this Section 18 and Section 20 below shall be protected and shall incur no liability for, or in respect survive the termination of any action taken, suffered or omitted by it in connection withthis Plan, the acceptance and administration of this Agreement in reliance upon any Right Certificate exercise or certificate for the Preferred Shares or Common Shares or for other securities expiration of the CompanyRights and the resignation, instrument of assignment replacement or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability removal of the Rights Agent under this Agreement shall be limited to hereunder, including, without limitation, the amount reasonable costs and expenses of fees paid by the Company to the Rights Agentdefending against a claim of liability hereunder.
Appears in 2 contracts
Samples: Tax Benefit Preservation Plan (Radian Group Inc), Tax Benefit Preservation Plan (Radian Group Inc)
Concerning the Rights Agent. 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 preparation, negotiation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlementsettlement or expense (including without limitation, cost or expense, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (each as determined by a final, nonappealable judgment of a court of competent jurisdiction), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premisesconnection herewith. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the CompanyCompany to the extent that the Rights Agent is successful in so enforcing its right of indemnification. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessarynecessary pursuant to the Rights Agent's procedures, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damagedamage and regardless of the form of action. Any The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until it has received such notice. The provisions of this Section 18 and Section 20 hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights Agent under this Agreement shall be limited to and the amount resignation, replacement or removal of fees paid by the Company to the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Dorian LPG Ltd.), Rights Agreement (Dorian LPG Ltd.)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder accordance with a fee schedule to be mutually agreed upon, and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, administration, execution and amendment amendment, of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptanceexecution, acceptance and, administration and execution of this Agreement or the of, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of or liability arising therefrom or in the premisesconnection therewith, directly or indirectly. The provisions of under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, Rights and the termination of this Agreement and the resignation resignation, replacement or removal of the Rights Agent. The reasonable costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be fully authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in each case in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith, unless and until the Company it has provided the Rights Agent with actual written noticereceived such notice in writing. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to the amount form of fees paid by the Company to the Rights Agentaction.
Appears in 2 contracts
Samples: Section 382 Rights Agreement (Merrimack Pharmaceuticals Inc), Section 382 Rights Agreement (Mitek Systems Inc)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, administration, administration and execution and amendment 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, damageor expense (including, judgmentwithout limitation, fine, penalty, claim, demand, settlement, cost or expensethe reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agentjurisdiction in a final, non-appealable decision), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (includingarising therefrom, but not limited to, the indemnity provided herein) shall survive the exercise directly or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agentindirectly. The costs and expenses incurred in enforcing this right of indemnification and defending against any claim of liability shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and with its administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Series A Preferred Shares or the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it it, in its reasonable belief, to be genuine and to be be, in it its reasonable belief, signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereofPersons. The Rights Agent provisions of this Section 18 shall not be deemed to have any duty survive the termination of this Agreement, the resignation, replacement or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability removal of the Rights Agent under this Agreement shall be limited to and the amount exercise, termination and expiration of fees paid by the Company to the Rights AgentRights.
Appears in 2 contracts
Samples: Rights Agreement (Cubic Corp /De/), Rights Agreement
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and expenses, counsel fees and disbursements and other disbursements incurred in the preparation, delivery, administration, administration and execution and amendment 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, damageclaim or expense ("Loss") arising out of or in connection with its duties under this Agreement, judgmentincluding the costs and expenses of defending itself against any Loss, fine, penalty, claim, demand, settlement, cost or expense, incurred without unless such Loss shall have been determined by a court of competent jurisdiction to be a result of the Rights Agent's gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part misconduct. The obligations of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of Company under this Agreement or the exercise and performance of its duties hereunder, including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) section shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the CompanyAgreement. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares of the Company or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed undertakes to have any duty or notice unless perform such duties and until the Company has provided the Rights Agent with actual written notice. Anything only such duties as are specifically set forth in this Agreement to the contrary notwithstandingRights Agreement, in and no event shall the Rights Agent be liable for special, punitive, indirect, incidental implied covenants or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement obligations shall be limited to the amount of fees paid by the Company to read into this Rights Agreement against the Rights Agent. The provisions of this Section shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Green Mountain Power Corp), Rights Agreement (Green Mountain Power Corp)
Concerning the Rights Agent. 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 preparation, delivery, administration, execution execution, amendment and amendment preparation 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and or performance of its duties hereunder, including, without limitation, the costs and expenses of defending against any claim of or liability in the premisesconnection therewith. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity indemnification provided herein) for hereunder shall survive the exercise or expiration of the Rights, Rights and the termination of this Agreement and the resignation or removal of the Rights AgentAgreement. The costs and expenses incurred in of enforcing this right of indemnification shall also be paid by the Company. The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereofPersons. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental indirect or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to form of the amount of fees paid by the Company to the Rights Agentaction.
Appears in 2 contracts
Samples: Rights Agreement (Methode Electronics Inc), Rights Agreement (Methode Electronics 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, reimbursement for its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, administration, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise Agreement, including reasonable attorneys’ fees and performance of its duties hereunder, including, without limitation, expenses and the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted to be taken by it in connection with, the with its acceptance and administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the CompanyCompany or an Ownership Statement, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereofherein. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until the Company it has provided the Rights Agent with actual written received such notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 1 contract
Samples: Rights Agreement (StealthGas Inc.)
Concerning the Rights Agent. 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 expenses and other disbursements incurred in the preparation, negotiation, delivery, administrationamendment, administration and execution and amendment of this Agreement and the exercise and performance of its duties hereunder, including but not limited to any taxes or charges imposed as a result of the action taken by it hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered suffered, or omitted to be taken by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses (including reasonable attorneys’ fees and expenses) of defending against any claim of liability hereunder. The costs and expenses incurred in enforcing a successful right of indemnification hereunder shall be paid by the premisesCompany. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the termination of this Agreement, the exercise or expiration of the Rights, the termination of this Agreement Rights and the resignation resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered suffered, or omitted to be taken by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares any shares of Class A Common Stock or Class B Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereofcounsel. The Rights Agent shall not be deemed to have any duty or knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until the Company it has provided the Rights Agent with actual written notice. Anything received such notice in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentwriting.
Appears in 1 contract
Samples: Rights Agreement (Starrett L S Co)
Concerning the Rights Agent. 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 preparation, delivery, administration, execution and amendment 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, damage, judgment, fine, penalty, claim, demand, demand settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunder, including, without limitation, the costs and expenses of defending against any claim of liability in the premisesliability. The indemnification, exculpation and compensation provisions of provided to the Rights Agent in this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) Agreement shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification Rights Agent shall be paid by the Company. The Rights Agent authorized to rely on, shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice or opinion of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability of the Rights Agent under this Rights Agreement shall will be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 1 contract
Samples: Rights Agreement (Aerogen Inc)
Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services service 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 preparation, negotiation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, fine penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Rights Agreement, including, without limitation, the costs and expenses of defending against and appealing any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (includingarising therefrom, but not limited to, the indemnity provided herein) shall survive the exercise directly or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agentindirectly. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent provisions of this Section 18 and Section 20 below shall be protected and shall incur no liability for, survive the exercise or in respect expiration of any action taken, suffered or omitted by it in connection withthe Rights, the acceptance and administration termination of this Rights Agreement in reliance upon any Right Certificate and the resignation or certificate for the Preferred Shares or Common Shares or for other securities removal of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written noticeAgent. Anything in this Rights Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to the amount form of fees paid by the Company to the Rights Agentaction.
Appears in 1 contract
Samples: Rights Agreement (Anacomp Inc)
Concerning the Rights Agent. 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 preparation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderthis Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 1 contract
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder accordance with a fee schedule to be mutually agreed upon, and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, administration, execution and amendment amendment, of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptanceexecution, acceptance and, administration and execution of this Agreement or the of, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of or liability arising therefrom or in the premisesconnection therewith, directly or indirectly. The provisions of under this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, Rights and the termination of this Agreement and the resignation resignation, replacement or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be fully authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in each case in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith, unless and until the Company it has provided the Rights Agent with actual written noticereceived such notice in writing. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. Any liability damage and regardless of the Rights Agent under this Agreement shall be limited to the amount form of fees paid by the Company to the Rights Agentaction.
Appears in 1 contract
Samples: Rights Agreement (HRG Group, Inc.)
Concerning the Rights Agent. 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 preparation, negotiation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions and appealing any claim of this Section 18 and Section 20 below (includingliability arising therefrom, but not limited to, the indemnity provided herein) shall survive the exercise directly or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agentindirectly. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent. The Rights Agent shall be authorized to rely conclusively on, and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted to be taken by it in connection with, the with its acceptance and administration of this Agreement and in the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Series A Preferred Shares or the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereofPersons. The Rights Agent shall not be deemed to have any duty or knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentreceived notice as required hereunder.
Appears in 1 contract
Concerning the Rights Agent. 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, legal fees and other disbursements incurred in the preparation, delivery, acceptance, administration, execution and amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent Agent, and its officers, agents and directors for, and to hold it each of them harmless against, any loss, liability, damage, judgment, ruling (interlocutory or final), fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent or such indemnified party in connection with the acceptance, acceptance or administration and execution of this Agreement or the exercise and or performance of its duties hereunder, including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination or expiration of this Agreement Agreement, and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent may conclusively rely upon and shall be authorized and protected by the Company and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, punitive, indirectincidental, incidental indirect or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damagedamage and regardless of the form of the action. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent; provided, however, with respect to liability arising from the bad faith or willful misconduct of the Rights Agent, the liability of the Rights Agent shall not be so limited.
Appears in 1 contract
Concerning the Rights Agent. The Company Corporation 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 preparation, delivery, administration, administration and execution and amendment 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 and all loss, liability, claim, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of counsel) incurred by the Rights Agent, for anything done or omitted by the Rights Agent, without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, the costs and expenses (including without limitation, the reasonable fees and expenses of counsel) of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (includingarising therefrom, but not limited to, the indemnity provided herein) shall survive the exercise directly or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companyindirectly. The Rights Agent shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any written instruction from the Corporation, Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the CompanyCorporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until the Company it has provided the Rights Agent with actual written received such notice. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall will the Rights Agent be liable for special, punitive, indirect, incidental indirect or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damagedamage and regardless of the form of action. Any liability The provisions of this Section 18 and Section 20 hereof shall survive the expiration and the termination of this Agreement, the exercise or expiration of the Rights Agent under this Agreement shall be limited to and the amount designation, replacement or removal of fees paid by the Company to the Rights Agent.
Appears in 1 contract
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees (including counsel fees incurred under Section 20(a) below) and other disbursements incurred in the preparation, negotiation, delivery, administrationamendment, administration and execution and amendment of this Agreement and the exercise and performance of its duties hereunderhereunder as detailed on Schedule A to this Agreement. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, claim, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel and reasonable fees and expenses arising directly or indirectly from enforcing its rights hereunder) that may be paid, incurred or to which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as finally which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly, or of enforcing its rights under this Agreement. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the termination of this Agreement, the exercise or expiration of the Rights, the termination of this Agreement Rights and the resignation resignation, replacement or removal of the Rights Agent. The costs Agent and expenses incurred in enforcing this right the exercise, termination and expiration of indemnification shall be paid by the CompanyRights. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted to be taken by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or knowledge of any event of which it was to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until the Company it has provided the Rights Agent with actual written notice. Anything received such notice in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentwriting.
Appears in 1 contract
Concerning the Rights Agent. 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 preparation, negotiation, delivery, administration, administration and execution of this Agreement and any amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the termination of this Agreement, the exercise or expiration of the Rights, the termination of this Agreement Rights and the resignation resignation, replacement or removal of the Rights Agent. The costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to received notice thereof hereunder (which for the avoidance of doubt shall include actions taken by the Company under Section 11(i) and Section 11(l)), and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until the Company it has provided the Rights Agent with actual written notice. Anything received such notice in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentwriting.
Appears in 1 contract
Samples: Agreement (CKX, 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 preparation, negotiation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost claim or expenseexpense (including the reasonable documented fees and expenses of outside legal counsel and including reasonable fees and expenses arising from enforcing its rights hereunder), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (each as determined by a final judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Rights Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premisesor enforcing its rights hereunder. The provisions of this Section 18 and of Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the termination of this Rights Agreement, the exercise or expiration of the Rights, the termination of this Agreement Rights and the resignation resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereofagent. The Rights Agent shall not be deemed to have any duty or knowledge of any event of which it was supposed to receive notice hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until the Company it has provided the Rights Agent with actual written notice. Anything received such notice in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentwriting.
Appears in 1 contract
Samples: Rights Agreement (Innovative Solutions & Support Inc)
Concerning the Rights Agent. 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 outside counsel fees and other disbursements incurred in the preparation, negotiation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premisesconnection therewith and enforcing this right of indemnification. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the CompanyCompany to the extent that the Rights Agent is successful in so enforcing its right of indemnification. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Book Entry Right Certificate or certificate for the Preferred Shares or Common Ordinary Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damagedamage and regardless of the form of action. Any The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until it has received such notice in writing. The provisions of this Section 18 and Section 20 hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights Agent under this Agreement shall be limited to and the amount resignation, replacement or removal of fees paid by the Company to the Rights Agent.
Appears in 1 contract
Concerning the Rights Agent. 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 preparation, delivery, administrationamendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence or bad faith must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 19 and Section 21 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Shares, Common Shares of the Company or for other securities of the Company, Company Order, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of its counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 1 contract
Samples: Rights Agreement (Natco Group Inc)
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed to in writing between the Company and the Rights Agent 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 preparation, execution, delivery, administration, execution amendment and amendment administration 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including the reasonable fees and expenses of counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as may be finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderAgreement, including, without limitation, including the costs and expenses of defending against any claim of liability in on the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility likelihood of such loss or damage. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the Rights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Any liability of the Rights Agent under this Rights Agreement shall will be limited to the amount of fees paid by the Company to the Rights Agent.the
Appears in 1 contract
Samples: Rights Agreement (Atlas Air Worldwide Holdings Inc)
Concerning the Rights Agent. 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 preparation, delivery, administrationnegotiation, amendment, administration and execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, nonappealable judgment of a court of competent jurisdiction), for any action taken, suffered suffered, or omitted to be taken by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the administration, exercise and performance of its duties hereunderunder this Agreement, including, without limitation, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted to be taken by it in connection with, the its acceptance and administration of this Agreement and exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until the Company it has provided the Rights Agent with actual written received such notice. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.
Appears in 1 contract
Samples: Rights Agreement (SemGroup Corp)
Concerning the Rights Agent. 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 preparation, delivery, administration, administration and execution and amendment 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 and all loss, liability, claim, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including without limitation, the reasonable fees and expenses of counsel) incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct (each as finally must be determined by a final, non-appelable order, judgment, decree or ruling of a court of competent jurisdiction) on the part of the Rights Agent), for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, administration and execution of this Agreement or the exercise administration, exercises and performance of its duties hereunderunder this Agreement, including, without limitation, the costs and expenses (including without limitation, the reasonable fees and expenses of counsel) of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (includingarising therefrom, but not limited to, the indemnity provided herein) shall survive the exercise directly or expiration of the Rights, the termination of this Agreement and the resignation or removal of the Rights Agentindirectly. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the its acceptance and administration of this Agreement and the exercises and performance of its duties hereunder, in reliance upon any written instruction from the Company, Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until the Company it has provided the Rights Agent with actual written received such notice. Anything in The provisions of this Agreement to Section 18 and Section 20 below shall survive the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability expiration of the Rights Agent under and the termination of this Agreement shall be limited to Agreement, the amount exercise or expiration of fees paid by the Company to Rights and the designation, replacement or removal of the Rights Agent.
Appears in 1 contract
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder this Rights Agreement and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, administrationamendment, administration and execution and amendment of this Rights Agreement and the exercise and performance of its duties hereunder, including any taxes or charges imposed as a result of any action taken hereunder (other than taxes or charges on the fees payable to it). The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including without limitation, the reasonable fees and expenses of legal counsel that may be paid, incurred or suffered by it, or which it may become subject) without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable court of competent jurisdiction) for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, acceptance and administration and execution of this Agreement or the exercise and performance of its duties hereunderunder this Rights Agreement, including, without limitation, the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly. The provisions of this Section 18 and Section 20 below (including20, but not limited tobelow, the indemnity provided herein) shall survive the termination of this Rights Agreement, the exercise or expiration of the Rights, the termination of this Agreement Rights and the resignation or removal of the Rights Agent. The costs cost and expenses incurred in enforcing this right rights of indemnification by the Rights Agent shall be paid by the Company. The Rights Agent may conclusively rely upon and shall be fully authorized to rely on shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Rights Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Notwithstanding anything contained herein to the contrary, the Rights Agent's aggregate liability during any term of this Rights Agreement with respect to, arising from, or arising in connection with this Rights Agreement, or from all services provided or omitted to be provided under this Rights Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Rights Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from the Rights Agent is being sought. The terms under this Section 18 shall survive the termination, replacement or removal of the Rights Agent hereunder. The Rights Agent shall not be deemed to have knowledge of any duty or event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until the Company it has provided the Rights Agent with actual written notice. Anything received such notice in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agentwriting.
Appears in 1 contract
