Common use of Concerning the Agent Clause in Contracts

Concerning the Agent. (a) The Company agrees to pay to the Agent such compensation as shall be agreed upon between the Company and the Agent for all services rendered by it hereunder and, from time to time, on demand of the Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Agent, for anything done or omitted by the Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom. The provisions of this Section 18(a) shall survive the expiration of the Contingent Value Rights and the termination of this Agreement. (b) The 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, its administration of this Agreement in reliance upon any Contingent Value Right Certificate, 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 by the proper Person or Persons and, where necessary, to be verified or acknowledged.